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[Form 4] ARM HOLDINGS PLC /UK Insider Trading Activity

ARM Holdings plc Chief Commercial Officer William Abbey reported multiple equity compensation events and related share sales.

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

Rhea-AI Filing Summary

ARM Holdings plc Chief Commercial Officer William Abbey reported multiple equity compensation events and related share sales. On May 15, 2026, he exercised restricted stock units and received new awards, then sold 7,000 Ordinary Shares in an open-market transaction at about $212.55 per share and had 15,317 shares withheld to cover taxes.

Following the reported transactions, Abbey directly held 57,394 Ordinary Shares. The filing also reports previously delinquent open-market sales of 1,577 shares at $199.00 and 1,577 shares at $221.99, which were executed under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Abbey William
Role Chief Commercial Officer
Sold 10,154 shs ($2.15M)
Approx. gross sale proceeds $2.15M
Approx. exercise cost $0.00
Type Security Shares Price Value
Grant/Award Restricted Stock Units 5,566 $0.00 $0.00
Exercise Restricted Stock Units 1,751 $0.00 $0.00
Exercise Restricted Stock Units 1,743 $0.00 $0.00
Exercise Restricted Stock Units 4,706 $0.00 $0.00
Grant/Award Ordinary Shares 4,466 $0.00 $0.00
Exercise Ordinary Shares 1,751 $0.00 $0.00
Grant/Award Ordinary Shares 4,444 $0.00 $0.00
Exercise Ordinary Shares 1,743 $0.00 $0.00
Grant/Award Ordinary Shares 14,400 $0.00 $0.00
Exercise Ordinary Shares 4,706 $0.00 $0.00
Exercise Price or Tax Liability Ordinary Shares 15,317 $209.16 $3.20M
Sale Ordinary Shares 7,000 $212.55 $1.49M
Sale Ordinary Shares 1,577 $221.99 $350K
Sale Ordinary Shares 1,577 $199.00 $314K
Holdings After Transaction: Restricted Stock Units — 47,982 contracts (Direct); Ordinary Shares — 57,394 shares (Direct)
Footnotes (12)
  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. 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. F3. Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
  4. F4. 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. F5. 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.
  6. F6. This RSU award was granted on May 13, 2024, 30% of which vested on each of May 15, 2025 and May 15, 2026. The remaining 40% will vest on May 15, 2027, subject to continued service to the Company.
  7. F7. 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.
  8. F8. This RSU award was granted on May 23, 2023 and vested on May 15, 2026.
  9. F9. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
  10. F10. Represents weighted average sales price. The shares were sold at prices ranging from $212.51 to $212.76. The reporting person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  11. F11. The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an inadvertent oversight. These shares were sold pursuant to a 10b5-1 trading plan.
  12. F12. 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.
Shares sold May 15, 2026 7,000 shares Open-market sale of Ordinary Shares at about $212.55 each
Total shares sold in reported sales 10,154 shares Net sell shares across three open-market transactions
Tax-withheld shares 15,317 shares Ordinary Shares withheld to satisfy tax obligations on RSU vesting
Shares held after transactions 57,394 shares Direct Ordinary Share holdings following reported Form 4 activity
New RSU grant size 5,566 RSUs Performance-based RSUs granted effective May 15, 2026
Key sale prices $199.00, $212.55, $221.99 Per-share prices for reported open-market Ordinary Share sales
Restricted Stock Units financial
"Represents performance-based restricted stock units granted on May 1, 2025, which vested 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.
Rule 10b5-1 trading plan regulatory
"These shares were sold pursuant to a 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
performance-based RSUs financial
"Represents performance-based RSUs granted on May 13, 2024, which vested on May 15, 2026"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
American Depositary Shares financial
"Ordinary shares ... are held in the form of American Depositary Shares ("ADSs"). Each ADS represents 1 Ordinary Share"
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.
tax withholding requirements financial
"Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs"

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

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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).
X
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*
Abbey William
(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 Commercial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026		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)05/15/2026A4,466(2)A(3)52,667D
Ordinary Shares(1)05/15/2026M1,751(4)A(3)54,418D
Ordinary Shares(1)05/15/2026A4,444(5)A(3)58,862D
Ordinary Shares(1)05/15/2026M1,743(6)A(3)60,605D
Ordinary Shares(1)05/15/2026A14,400(7)A(3)75,005D
Ordinary Shares(1)05/15/2026M4,706(8)A(3)79,711D
Ordinary Shares(1)05/15/2026F(9)15,317D$209.1664,394D
Ordinary Shares(1)05/15/2026S7,000D$212.55(10)57,394D
Ordinary Shares(1)04/24/2026(11)S1,577D$221.9955,817D
Ordinary Shares(1)04/23/2026(11)S1,577D$19954,240D
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)05/15/2026A5,566 (12) (12)Ordinary Shares5,566$056,182D
Restricted Stock Units(3)05/15/2026M1,751 (4) (4)Ordinary Shares1,751$054,431D
Restricted Stock Units(3)05/15/2026M1,743 (6) (6)Ordinary Shares1,743$052,688D
Restricted Stock Units(3)05/15/2026M4,706 (8) (8)Ordinary Shares4,706$047,982D
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. 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.
6. This RSU award was granted on May 13, 2024, 30% of which vested on each of May 15, 2025 and May 15, 2026. The remaining 40% will vest on May 15, 2027, subject to continued service to the Company.
7. 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.
8. This RSU award was granted on May 23, 2023 and vested on May 15, 2026.
9. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
10. Represents weighted average sales price. The shares were sold at prices ranging from $212.51 to $212.76. The reporting person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
11. The Reporting Person is hereby disclosing delinquent transactions reportable on Form 4 that were not reported due to an inadvertent oversight. These shares were sold pursuant to a 10b5-1 trading plan.
12. 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 William Abbey05/19/2026
** 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

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