SEC Form 4 · accession 0001973239-26-000130
ARM HOLDINGS PLC /UK · ARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rene A. Haas
Officer — Chief Executive Officer · Director
Period of report
Sep 9, 2026
Accepted (ET)
Sep 10, 2026 · 4:22 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001973239
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F3 | Aug 31, 2026 | A | 64 | $108.33 | A | 338,666 | D | |
| Ordinary SharesF1,F3,F4 | holding | — | — | — | 57,405 | I | GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6 | — | Sep 9, 2026 | A | 425,000 | A | — | — | Ordinary Shares | 425,000 | 425,000 | D |
Explanation of responses
- F1Ordinary 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.
- F2Acquired under the Arm Holdings plc Employee Stock Purchase Plan on August 31, 2026.
- F3The number of shares held reflects the transfer, on September 9, 2026, of 57,405 Ordinary Shares from the Reporting Person to a grantor retained annuity trust, of which the Reporting Person serves as trustee.
- F4Grantor retained annuity trust is for the benefit of the Reporting Person.
- F5Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
- F6This RSU award was granted in May 2026, subject to shareholder approval, which was obtained on September 9, 2026. This award has three tranches, each contingent on achieving market capitalization milestones: $1.0 trillion by March 31, 2029, $1.5 trillion by March 31, 2030, and $2.0 trillion by March 31, 2031. 25% of the VCP award is tied to each interim milestone, with the remaining 50% tied to the final milestone. If an interim milestone is not achieved within the specified timeframe, the associated portion will roll forward and remain eligible for vesting upon achievement of a subsequent milestone. Achievement of the milestones will be determined based on the rolling average closing price over any 60-day period prior to the relevant milestone date. If a milestone is achieved, vesting of the associated RSUs will occur on April 1, two years following the relevant milestone date, subject to continued employment.