ARM (ARM) director Rosemary Schooler exercises 2,141 RSUs and receives 1,531-unit grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ARM Holdings director Rosemary Schooler reported equity compensation activity involving Ordinary Shares and Restricted Stock Units (RSUs). On May 15, 2026, RSUs covering 2,141 Ordinary Shares vested in full and were exercised into the same number of Ordinary Shares held as American Depositary Shares (ADSs), leaving her with 9,572 Ordinary Shares directly owned.

On the same date, she received a new grant of 1,531 RSUs, each representing the right to receive one Ordinary Share in ADS form. These RSUs are scheduled to vest in full on May 15, 2027, subject to her continued service on the Board. Delivery of the related ADSs will occur upon the termination of her Board service, consistent with her election to defer settlement.

Insider Trade Summary

2,141 shares exercised/converted

Mixed 3 txns

Insider Schooler Rosemary

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,141	$0.00	--
Grant/Award	Restricted Stock Units	1,531	$0.00	--
Exercise	Ordinary Shares	2,141	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Ordinary Shares — 9,572 shares (Direct, null)

Footnotes (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. The restricted stock units ("RSUs") vested in full on May 15, 2026. Each RSU represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS. The RSUs will vest in full on May 15, 2027, subject to continued service to Arm Holdings plc, but the ADSs will not be delivered until the date of termination of Ms. Schooler's service on the Board of Directors pursuant to her election to defer such delivery.

Key Figures

RSUs exercised: 2,141 shares Shares held after transaction: 9,572 Ordinary Shares New RSU grant: 1,531 RSUs +2 more

5 metrics

RSUs exercised 2,141 shares RSUs vested and converted into Ordinary Shares on May 15, 2026

Shares held after transaction 9,572 Ordinary Shares Direct ownership following May 15, 2026 transactions

New RSU grant 1,531 RSUs Grant representing future right to Ordinary Shares

RSU vesting date May 15, 2027 Vesting for newly granted 1,531 RSUs, subject to continued service

ADS to Ordinary Share ratio 1 ADS = 1 Ordinary Share Structure of ARM Holdings PLC Ordinary Shares in ADS form

Key Terms

Restricted Stock Units, American Depositary Shares, vesting, Board of Directors

4 terms

Restricted Stock Units financial

"The restricted stock units ("RSUs") vested in full on May 15, 2026."

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.

vesting financial

"The restricted stock units ("RSUs") vested in full on May 15, 2026."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Board of Directors financial

"subject to continued service to Arm Holdings plc, but the ADSs will not be delivered until the date of termination of Ms. Schooler's service on the Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:56 PM

SEC Form 4

FORM 4

UNITED 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^*

Schooler Rosemary

(Last)

(First)

(Middle)

C/O ARM HOLDINGS PLC

110 FULBOURN ROAD

(Street)

CAMBRIDGE

CB1 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	05/15/2026		M		2,141⁽²⁾	A	⁽³⁾	9,572	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	05/15/2026		M			2,141	⁽²⁾	⁽²⁾	Ordinary Shares	2,141	$0	0	D
Restricted Stock Units	⁽³⁾	05/15/2026		A		1,531		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,531	$0	1,531	D

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. The restricted stock units ("RSUs") vested in full on May 15, 2026.

3. Each RSU represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.

4. The RSUs will vest in full on May 15, 2027, subject to continued service to Arm Holdings plc, but the ADSs will not be delivered until the date of termination of Ms. Schooler's service on the Board of Directors pursuant to her election to defer such delivery.

Remarks:

	/s/ George Kanelos, as Attorney-in-Fact for Rosemary Schooler	05/19/2026
	** Signature of Reporting Person	Date
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 equity transactions did ARM (ARM) director Rosemary Schooler report?

Rosemary Schooler reported an equity award vesting and a new grant. RSUs for 2,141 Ordinary Shares vested and were exercised into shares, and she received a new grant of 1,531 RSUs tied to future service on the Board.

How many ARM (ARM) shares does Rosemary Schooler hold after these transactions?

After the transactions, Rosemary Schooler directly holds 9,572 Ordinary Shares in ARM. These Ordinary Shares are held in the form of American Depositary Shares, with each ADS representing one Ordinary Share according to the filing’s footnotes.

What are the terms of Rosemary Schooler’s new RSU grant at ARM (ARM)?

The new grant consists of 1,531 Restricted Stock Units. Each RSU represents the right to receive one Ordinary Share in ADS form and will vest in full on May 15, 2027, subject to her continued service on ARM’s Board of Directors.

When did Rosemary Schooler’s prior RSUs in ARM (ARM) vest and convert?

The prior Restricted Stock Units vested in full on May 15, 2026. Upon vesting, 2,141 RSUs were exercised or converted into 2,141 Ordinary Shares, which are held as American Depositary Shares, increasing her directly owned share position.

How do ARM (ARM) American Depositary Shares relate to Ordinary Shares in this filing?

Each American Depositary Share represents one Ordinary Share of ARM. The filing explains that the Ordinary Shares, with a nominal value of 0.001 GBP per share, are held in ADS form, maintaining a one-for-one relationship between ADSs and Ordinary Shares.

When will the ADSs from Rosemary Schooler’s new RSUs in ARM (ARM) be delivered?

The RSUs will vest on May 15, 2027, but the ADSs will be delivered later. Delivery occurs on the date her service on the Board ends, reflecting her election to defer settlement until termination of Board service, as described in the footnotes.