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Arm (NASDAQ: ARM) CEO Rene Haas reports RSU vesting and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ARM HOLDINGS PLC Chief Executive Officer Rene A. Haas reported equity compensation changes involving the company’s Ordinary Shares on May 15, 2026. Haas received several grants of performance-based restricted stock units (RSUs) that vested after the Remuneration Committee certified required performance conditions.

The vested RSUs delivered new Ordinary Shares, each represented by one American Depositary Share. In connection with this vesting, 143,316 Ordinary Shares were withheld at $209.16 per share to cover tax obligations, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, one line in the filing shows Haas directly holding 325,632 Ordinary Shares.

Positive

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Negative

  • None.
Insider Haas Rene A.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Ordinary Shares 51,952 $0.00 --
Grant/Award Ordinary Shares 51,691 $0.00 --
Grant/Award Ordinary Shares 162,000 $0.00 --
Tax Withholding Ordinary Shares 143,316 $209.16 $29.98M
Holdings After Transaction: Ordinary Shares — 325,632 shares (Direct, null)
Footnotes (1)
  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. Performance-based restricted stock units granted on May 1, 2025, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee (the "Remuneration Committee") of the Board of Directors of the Company. Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS. Represents performance-based RSUs granted on May 13, 2024, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee. Represents performance-based RSUs granted on May 23, 2023, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
Tax-withheld shares 143,316 shares at $209.16 Ordinary Shares withheld to satisfy tax requirements on RSU vesting
RSU vesting grant 1 162,000 shares Ordinary Shares from performance-based RSUs, transaction code A
RSU vesting grant 2 51,691 shares Ordinary Shares from performance-based RSUs, transaction code A
RSU vesting grant 3 51,952 shares Ordinary Shares from performance-based RSUs, transaction code A
Holding after one line 325,632 shares Ordinary Shares directly owned after one reported transaction
Nominal value per share 0.001 GBP Nominal value of each Ordinary Share
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.
performance-based restricted stock units financial
"Performance-based restricted stock units granted on May 1, 2025, which vested on May 15, 2026..."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share..."
Remuneration Committee financial
"following certification of the satisfaction of certain performance conditions by the Remuneration Committee..."
A remuneration committee is a group of independent board members who design, approve and oversee pay packages for a company’s executives and directors. Think of them as the household budget planners for top management: they decide salaries, bonuses and stock awards so pay rewards performance and limits excessive risk. For investors, their role matters because compensation policies affect management incentives, business strategy and the long‑term value shareholders receive.
tax withholding requirements financial
"Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs."
Form 4 Insider Transactions: What Each Field Means →
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)
05/15/2026		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)05/15/2026A51,952(2)A(3)325,632D
Ordinary Shares(1)05/15/2026A51,691(4)A(3)377,323D
Ordinary Shares(1)05/15/2026A162,000(5)A(3)539,323D
Ordinary Shares(1)05/15/2026F(6)143,316D$209.16396,007D
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
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. Performance-based restricted stock units granted on May 1, 2025, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee (the "Remuneration Committee") of the Board of Directors of the Company.
3. Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
4. Represents performance-based RSUs granted on May 13, 2024, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee.
5. Represents performance-based RSUs granted on May 23, 2023, which vested on May 15, 2026, following certification of the satisfaction of certain performance conditions by the Remuneration Committee.
6. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
Remarks:
/s/ George Kanelos, as Attorney-in-Fact for Rene A. Haas05/19/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ARM (ARM) CEO Rene Haas report on May 15, 2026?

Rene Haas reported multiple RSU-related equity transactions on May 15, 2026. Several performance-based RSU awards vested into Ordinary Shares, and shares were also withheld to satisfy tax obligations tied to that vesting.

How many ARM (ARM) shares were withheld for Rene Haas’s taxes?

The filing shows 143,316 Ordinary Shares withheld to satisfy tax requirements on RSU vesting. These are coded as a tax-withholding disposition (code F), meaning they are not an open-market sale by the CEO.

What RSU grants did ARM (ARM) CEO Rene Haas receive in this Form 4?

Haas received several RSU-related share awards: 162,000, 51,691, and 51,952 Ordinary Shares, each at a stated price of zero. These reflect vested performance-based RSUs converting into actual shares as part of his compensation.

What is Rene Haas’s reported ARM (ARM) shareholding after these transactions?

One transaction line reports Haas directly owning 325,632 Ordinary Shares after the equity award activity. Other lines show different post-transaction amounts, reflecting multiple award and withholding entries in the same Form 4 table.

Were Rene Haas’s ARM (ARM) transactions open-market buys or sells?

No open-market buys or sells are shown. The Form 4 records RSU grants and vesting (code A) and a tax-withholding disposition (code F), where shares were withheld to cover tax liabilities rather than sold on the open market.

How are ARM (ARM) Ordinary Shares held for Rene Haas according to the filing?

The filing notes that Ordinary Shares with a nominal value of 0.001 GBP each are held in the form of American Depositary Shares. Each ADS represents one Ordinary Share, simplifying U.S. trading and reporting for these holdings.