SEC FORM 4

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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

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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).

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)

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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

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)
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		A		4,466⁽²⁾	A	⁽³⁾	52,667	D
Ordinary Shares⁽¹⁾	05/15/2026		M		1,751⁽⁴⁾	A	⁽³⁾	54,418	D
Ordinary Shares⁽¹⁾	05/15/2026		A		4,444⁽⁵⁾	A	⁽³⁾	58,862	D
Ordinary Shares⁽¹⁾	05/15/2026		M		1,743⁽⁶⁾	A	⁽³⁾	60,605	D
Ordinary Shares⁽¹⁾	05/15/2026		A		14,400⁽⁷⁾	A	⁽³⁾	75,005	D
Ordinary Shares⁽¹⁾	05/15/2026		M		4,706⁽⁸⁾	A	⁽³⁾	79,711	D
Ordinary Shares⁽¹⁾	05/15/2026		F⁽⁹⁾		15,317	D	$209.16	64,394	D
Ordinary Shares⁽¹⁾	05/15/2026		S		7,000	D	$212.55⁽¹⁰⁾	57,394	D
Ordinary Shares⁽¹⁾	04/24/2026⁽¹¹⁾		S		1,577	D	$221.99	55,817	D
Ordinary Shares⁽¹⁾	04/23/2026⁽¹¹⁾		S		1,577	D	$199	54,240	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		A		5,566		⁽¹²⁾	⁽¹²⁾	Ordinary Shares	5,566	$0	56,182	D
Restricted Stock Units	⁽³⁾	05/15/2026		M			1,751	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,751	$0	54,431	D
Restricted Stock Units	⁽³⁾	05/15/2026		M			1,743	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	1,743	$0	52,688	D
Restricted Stock Units	⁽³⁾	05/15/2026		M			4,706	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	4,706	$0	47,982	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. 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 Abbey	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).
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