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Form 4 ARM HOLDINGS PLC /UK For: May 15 Filed by: Bartels Laura Kathleen

May 19, 2026 5:26 PM
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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)
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
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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.
/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.
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