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Arm Holdings (ARM) CPO reports RSU vesting, new grants and tax withholding

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

Rhea-AI Filing Summary

ARM HOLDINGS PLC Chief People Officer Charlotte Claire Eaton reported a mix of equity compensation transactions in Ordinary Shares and Restricted Stock Units on May 15, 2026. The activity reflects RSU vesting, new awards, and shares withheld for taxes, rather than open‑market trading.

Eaton exercised RSUs into 2,200 Ordinary Shares and received an additional 5,612 Ordinary Shares as an award. To cover tax obligations on vesting, 3,672 Ordinary Shares were withheld at $209.16 per share. She also received 8,044 new RSUs with future vesting dates.

Following these transactions, Eaton directly holds 14,905 Ordinary Shares and has 125,705 RSUs outstanding, each RSU representing the right to receive one Ordinary Share in the form of an American Depositary Share.

Positive

  • None.

Negative

  • None.
Insider Eaton Charlotte Claire
Role Chief People Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 8,044 $0.00 --
Exercise Restricted Stock Units 2,200 $0.00 --
Grant/Award Ordinary Shares 5,612 $0.00 --
Exercise Ordinary Shares 2,200 $0.00 --
Tax Withholding Ordinary Shares 3,672 $209.16 $768K
Holdings After Transaction: Restricted Stock Units — 125,705 shares (Direct, null); Ordinary Shares — 16,377 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. Represents 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. This RSU award was granted on May 1, 2025. 30% of the award vested on May 15, 2026. 30% of the award will vest on May 15, 2027, and the remaining 40% will vest on May 15, 2028, subject to continued service to the Company. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs. This RSU award was granted effective May 15, 2026. 30% will vest on each of May 15, 2027, and May 15, 2028, and the remaining 40% will vest on May 15, 2029, subject to continued service to the Company.
Tax-withheld shares 3,672 shares at $209.16 Ordinary Shares withheld to satisfy tax requirements on RSU vesting
RSUs exercised 2,200 shares RSUs converted into Ordinary Shares on May 15, 2026
Ordinary Share award 5,612 shares Grant or award of Ordinary Shares to Eaton
New RSU grant 8,044 RSUs RSU award effective May 15, 2026
Ordinary Shares held 14,905 shares Direct Ordinary Share holdings after transactions
RSUs outstanding 125,705 RSUs Restricted Stock Units remaining after reported transactions
Restricted Stock Units financial
"The filing lists transactions in "Restricted Stock Units" alongside Ordinary Shares."
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.
performance-based restricted stock units financial
"Represents 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.
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.
Remuneration Committee financial
"Vesting followed certification of performance conditions by the Remuneration Committee of the Board."
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*
Eaton Charlotte Claire
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People 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)05/15/2026A5,612(2)A(3)16,377D
Ordinary Shares(1)05/15/2026M2,200(4)A(3)18,577D
Ordinary Shares(1)05/15/2026F(5)3,672D$209.1614,905D
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(3)05/15/2026A8,044 (6) (6)Ordinary Shares8,044$0125,705D
Restricted Stock Units(3)05/15/2026M2,200 (4) (4)Ordinary Shares2,200$0123,505D
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. Represents 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. This RSU award was granted on May 1, 2025. 30% of the award vested on May 15, 2026. 30% of the award will vest on May 15, 2027, and the remaining 40% will vest on May 15, 2028, subject to continued service to the Company.
5. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
6. This RSU award was granted effective May 15, 2026. 30% will vest on each of May 15, 2027, and May 15, 2028, and the remaining 40% will vest on May 15, 2029, subject to continued service to the Company.
Remarks:
/s/ George Kanelos, as Attorney-in-Fact for Charlotte Claire Eaton05/19/2026
** 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) report for Charlotte Claire Eaton?

ARM reported that Chief People Officer Charlotte Claire Eaton had RSUs vest, received new share and RSU awards, and had shares withheld for taxes. These are compensation-related moves, not open-market stock purchases or sales.

How many ARM (ARM) shares were withheld for taxes in this Form 4?

The filing shows 3,672 Ordinary Shares withheld at $209.16 per share to satisfy tax obligations upon RSU vesting. This tax-withholding disposition reduces reported share count but is not an open-market sale decision.

How many ARM (ARM) shares and RSUs does Charlotte Claire Eaton hold after the transactions?

After the reported transactions, Eaton holds 14,905 Ordinary Shares directly and 125,705 Restricted Stock Units. Each RSU represents the right to receive one Ordinary Share in the form of an American Depositary Share when it vests.

What new equity awards did ARM (ARM) grant to Charlotte Claire Eaton?

Eaton received 5,612 Ordinary Shares as an equity award and 8,044 new Restricted Stock Units. The RSUs vest in future years, subject to continued service, creating a multi-year equity compensation schedule tied to her role.

Were Charlotte Claire Eaton’s ARM (ARM) transactions open-market buys or sells?

No open-market purchases or sales are reported. The Form 4 shows RSU exercises, new grants, and shares withheld for tax obligations. These are routine equity compensation and tax events rather than discretionary trading in the open market.