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Arm awards CEO 425,000 RSUs tied to $2T value

ARM HOLDINGS PLC (ARM) reported that Chief Executive Officer and director Rene A. Haas received a grant of 425,000 Restricted Stock Units, each representing one Ordinary Share in ADS form.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ARM HOLDINGS PLC (ARM) reported that Chief Executive Officer and director Rene A. Haas received a grant of 425,000 Restricted Stock Units, each representing one Ordinary Share in ADS form. The award was approved on September 9, 2026 and vests only if ARM achieves market capitalization milestones of $1.0 trillion, $1.5 trillion, and $2.0 trillion by specified dates, with vesting two years after any achieved milestone and subject to continued employment. Haas also acquired 64 Ordinary Shares on August 31, 2026 under the employee stock purchase plan and transferred 57,405 Ordinary Shares to a grantor retained annuity trust for his benefit, which now holds those shares indirectly.

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Insider Haas Rene A.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F5, F6 425,000 $0.00 $0.00
holding Ordinary Shares F1, F3, F4 -- -- --
Grant/Award Ordinary Shares F1, F2, F3 64 $108.33 $7K
Holdings After Transaction: Restricted Stock Units — 425,000 contracts (Direct); Ordinary Shares — 338,666 shares (Direct); Ordinary Shares — 57,405 shares (Indirect, GRAT)
Footnotes (6)
  1. F1. Ordinary shares, nominal value 0.001 GBP per share ("Ordinary Shares"), are held in the form of American Depositary Shares ("ADSs"). Each ADS represents 1 Ordinary Share.
  2. F2. Acquired under the Arm Holdings plc Employee Stock Purchase Plan on August 31, 2026.
  3. F3. The number of shares held reflects the transfer, on September 9, 2026, of 57,405 Ordinary Shares from the Reporting Person to a grantor retained annuity trust, of which the Reporting Person serves as trustee.
  4. F4. Grantor retained annuity trust is for the benefit of the Reporting Person.
  5. F5. Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
  6. F6. This RSU award was granted in May 2026, subject to shareholder approval, which was obtained on September 9, 2026. This award has three tranches, each contingent on achieving market capitalization milestones: $1.0 trillion by March 31, 2029, $1.5 trillion by March 31, 2030, and $2.0 trillion by March 31, 2031. 25% of the VCP award is tied to each interim milestone, with the remaining 50% tied to the final milestone. If an interim milestone is not achieved within the specified timeframe, the associated portion will roll forward and remain eligible for vesting upon achievement of a subsequent milestone. Achievement of the milestones will be determined based on the rolling average closing price over any 60-day period prior to the relevant milestone date. If a milestone is achieved, vesting of the associated RSUs will occur on April 1, two years following the relevant milestone date, subject to continued employment.
RSUs granted 425,000 units Performance-based Restricted Stock Units representing Ordinary Shares approved on September 9, 2026
Underlying Ordinary Shares for RSUs 425,000 shares Each RSU represents 1 Ordinary Share held in the form of an ADS
ESPP shares acquired 64 shares Ordinary Shares acquired under the Employee Stock Purchase Plan on August 31, 2026
ESPP purchase price $108.33 per share Price paid for 64 Ordinary Shares under the Employee Stock Purchase Plan
Direct Ordinary Shares after ESPP transaction 338,666 shares Direct holdings of Ordinary Shares following the August 31, 2026 acquisition
Shares held in grantor retained annuity trust 57,405 shares Ordinary Shares transferred on September 9, 2026 to a grantor retained annuity trust
First market cap milestone $1.0 trillion Milestone to be achieved by March 31, 2029 for a portion of the RSUs
Final market cap milestone $2.0 trillion Milestone to be achieved by March 31, 2031 for 50% of the RSUs
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents the right to receive, following vesting"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
American Depositary Shares financial
"Ordinary Shares, are held in the form of American Depositary Shares ("ADSs")"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
grantor retained annuity trust financial
"transfer, on September 9, 2026, of 57,405 Ordinary Shares to a grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
market capitalization milestones financial
"three tranches, each contingent on achieving market capitalization milestones"
rolling average closing price financial
"determined based on the rolling average closing price over any 60-day period"

FAQ

What equity award did ARM (ARM) grant to CEO Rene A. Haas?

Rene A. Haas was granted 425,000 Restricted Stock Units, each representing the right to receive 1 Ordinary Share in ADS form. The award was granted in May 2026 and became effective after shareholder approval on September 9, 2026.

What performance milestones govern the new RSU award at ARM (ARM)?

The RSUs depend on ARM reaching market capitalization milestones of $1.0 trillion by March 31, 2029, $1.5 trillion by March 31, 2030, and $2.0 trillion by March 31, 2031, measured using a rolling average closing price over any 60-day period before each date.

How is the 425,000-RSU award for ARM’s CEO structured across milestones?

Of the 425,000 RSUs, 25% is tied to the $1.0 trillion milestone, 25% to the $1.5 trillion milestone, and 50% to the $2.0 trillion milestone. Portions tied to missed interim milestones roll forward and remain eligible upon achievement of later milestones.

When do the RSUs for ARM (ARM) CEO vest if milestones are achieved?

If a market-cap milestone is achieved, the related RSUs vest on April 1 two years after the relevant milestone date, subject to Haas’s continued employment. Vesting is therefore both performance-based and time-based.

What other share transactions did ARM’s CEO report on this Form 4?

Haas reported acquiring 64 Ordinary Shares at $108.33 per share on August 31, 2026 under the Arm Holdings plc Employee Stock Purchase Plan, and a transfer of 57,405 Ordinary Shares on September 9, 2026 to a grantor retained annuity trust for his benefit.

Does this ARM (ARM) filing indicate trades under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, and the footnotes do not state that any transaction was made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

How many Ordinary Shares does ARM’s CEO hold after these transactions?

After the reported transactions, Haas holds 338,666 Ordinary Shares directly and 57,405 Ordinary Shares indirectly through a grantor retained annuity trust for his benefit. The RSU grant covers a separate potential 425,000 Ordinary Shares upon future vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Haas Rene A.

(Last)(First)(Middle)
C/O ARM HOLDINGS PLC
110 FULBOURN ROAD

(Street)
CAMBRIDGECB1 9NJ

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Issuer Name and Ticker or Trading Symbol
ARM HOLDINGS PLC /UK [ ARM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)08/31/2026A(2)64A$108.33338,666(3)D
Ordinary Shares(1)57,405(3)IGRAT(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(5)09/09/2026A425,000 (6) (6)Ordinary Shares425,000$0425,000D
Explanation of Responses:
1. Ordinary shares, nominal value 0.001 GBP per share ("Ordinary Shares"), are held in the form of American Depositary Shares ("ADSs"). Each ADS represents 1 Ordinary Share.
2. Acquired under the Arm Holdings plc Employee Stock Purchase Plan on August 31, 2026.
3. The number of shares held reflects the transfer, on September 9, 2026, of 57,405 Ordinary Shares from the Reporting Person to a grantor retained annuity trust, of which the Reporting Person serves as trustee.
4. Grantor retained annuity trust is for the benefit of the Reporting Person.
5. Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
6. This RSU award was granted in May 2026, subject to shareholder approval, which was obtained on September 9, 2026. This award has three tranches, each contingent on achieving market capitalization milestones: $1.0 trillion by March 31, 2029, $1.5 trillion by March 31, 2030, and $2.0 trillion by March 31, 2031. 25% of the VCP award is tied to each interim milestone, with the remaining 50% tied to the final milestone. If an interim milestone is not achieved within the specified timeframe, the associated portion will roll forward and remain eligible for vesting upon achievement of a subsequent milestone. Achievement of the milestones will be determined based on the rolling average closing price over any 60-day period prior to the relevant milestone date. If a milestone is achieved, vesting of the associated RSUs will occur on April 1, two years following the relevant milestone date, subject to continued employment.
Remarks:
/s/ George Kanelos, as Attorney-in-Fact for Rene A. Haas09/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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