ARM CAO reports RSU grants and tax withholding

ARM Holdings Chief Accounting Officer Laura Kathleen Bartels reported mainly compensation-related equity activity.

Rhea-AI Filing Summary

ARM Holdings Chief Accounting Officer Laura Kathleen Bartels reported mainly compensation-related equity activity. On May 15, 2026, she exercised vested restricted stock units into Ordinary Shares and had 3,383 Ordinary Shares withheld at $209.16 per share to cover taxes. She also received new equity awards of 69,570 and 16,645 restricted stock units, each convertible into the same number of Ordinary Shares after vesting. Following these transactions, she holds 23,441 Ordinary Shares directly, reflecting routine grant, vesting, and tax-withholding events rather than open-market buying or selling.

Insider Trade Summary

6,758 shares exercised/converted

Exercise 9 txns

Insider Bartels Laura Kathleen

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	16,645	$0.00	$0.00
Grant/Award	Restricted Stock Units	69,570	$0.00	$0.00
Exercise	Restricted Stock Units	3,588	$0.00	$0.00
Exercise	Restricted Stock Units	862	$0.00	$0.00
Exercise	Restricted Stock Units	2,308	$0.00	$0.00
Exercise	Ordinary Shares	3,588	$0.00	$0.00
Exercise	Ordinary Shares	862	$0.00	$0.00
Exercise	Ordinary Shares	2,308	$0.00	$0.00
Exercise Price or Tax Liability	Ordinary Shares	3,383	$209.16	$708K

Holdings After Transaction: Restricted Stock Units — 101,252 contracts (Direct); Ordinary Shares — 23,441 shares (Direct)

Footnotes (8)

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. This restricted stock unit ("RSU") award was granted on May 1, 2025, 28.5% of which vested on May 15, 2026, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.
3. F3. Each 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 13, 2024, 28.5% of which vested on May 15, 2025, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.
5. F5. This RSU award was granted on May 22, 2023, 28.5% of which vested on May 15, 2024, with quarterly vesting of 6.5% thereafter. The RSU award was fully vested on May 15, 2026.
6. F6. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
7. F7. This RSU award was granted effective May 15, 2026, 28.5% will vest on May 15, 2027, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.
8. F8. This RSU award was granted effective May 15, 2026, 50% will vest on each of May 15, 2028 and May 15, 2029, subject to continued service to the Company.

Key Figures

Tax-withheld shares: 3,383 shares Tax-withholding price: $209.16 per share Post-transaction holdings: 23,441 Ordinary Shares +3 more

6 metrics

Tax-withheld shares 3,383 shares Ordinary Shares withheld for tax on RSU vesting at $209.16

Tax-withholding price $209.16 per share Value used for 3,383 Ordinary Shares withheld

Post-transaction holdings 23,441 Ordinary Shares Direct ownership after May 15, 2026 transactions

RSU grant size 1 69,570 RSUs New restricted stock unit award effective May 15, 2026

RSU grant size 2 16,645 RSUs Additional restricted stock unit award effective May 15, 2026

RSU exercises 6,758 shares Total Ordinary Shares from derivative exercises (M-code) on May 15, 2026

Key Terms

Restricted Stock Units, American Depositary Shares, tax withholding requirements, vesting

4 terms

Restricted Stock Units financial

"This restricted stock unit ("RSU") award was granted on May 1, 2025, 28.5% of 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.

American Depositary Shares financial

"Ordinary shares, nominal value 0.001 GBP per share, 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.

tax withholding requirements financial

"Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs."

vesting financial

"28.5% of which vested on May 15, 2026, with quarterly vesting of 6.5% thereafter..."

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.

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

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Accepted by SEC EDGAR 05/19/2026 - 05:25 PM Learn about SEC filing dates

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^*

Bartels Laura Kathleen

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	05/15/2026		M		3,588(2)	A	(3)	23,654	D
Ordinary Shares(1)	05/15/2026		M		862(4)	A	(3)	24,516	D
Ordinary Shares(1)	05/15/2026		M		2,308(5)	A	(3)	26,824	D
Ordinary Shares(1)	05/15/2026		F(6)		3,383	D	$209.16	23,441	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	05/15/2026		A		16,645		(7)	(7)	Ordinary Shares	16,645	$0	38,440	D
Restricted Stock Units	(3)	05/15/2026		A		69,570		(8)	(8)	Ordinary Shares	69,570	$0	108,010	D
Restricted Stock Units	(3)	05/15/2026		M			3,588	(2)	(2)	Ordinary Shares	3,588	$0	104,422	D
Restricted Stock Units	(3)	05/15/2026		M			862	(4)	(4)	Ordinary Shares	862	$0	103,560	D
Restricted Stock Units	(3)	05/15/2026		M			2,308	(5)	(5)	Ordinary Shares	2,308	$0	101,252	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. This restricted stock unit ("RSU") award was granted on May 1, 2025, 28.5% of which vested on May 15, 2026, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.

3. Each 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 13, 2024, 28.5% of which vested on May 15, 2025, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.

5. This RSU award was granted on May 22, 2023, 28.5% of which vested on May 15, 2024, with quarterly vesting of 6.5% thereafter. The RSU award was fully vested on May 15, 2026.

6. Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.

7. This RSU award was granted effective May 15, 2026, 28.5% will vest on May 15, 2027, with quarterly vesting of 6.5% thereafter, subject to continued service to the Company.

8. This RSU award was granted effective May 15, 2026, 50% will vest on each of May 15, 2028 and May 15, 2029, subject to continued service to the Company.

Remarks:

	/s/ George Kanelos, as Attorney-in-Fact for Laura Kathleen Bartels	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)