Child Jason 4
4 · ARM HOLDINGS PLC /UK · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
ARM (ARM) CFO Jason Child Receives Awards; 37,950 Shares Withheld
What Happened
- Jason Child, Chief Financial Officer of ARM Holdings plc, had multiple restricted stock units (RSUs) vest or convert on May 15, 2026. The filing shows a total of 105,518 underlying ADSs issued/converted from awards and derivative conversions. To cover tax withholding obligations, 37,950 shares were withheld/disposed at $209.16 per share, producing proceeds of approximately $7,937,622. Several conversion/settlement entries were recorded with $0 cash exchanged, reflecting RSU-to-ADS settlement rather than a market sale.
Key Details
- Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely filing).
- Transactions reported: multiple RSU awards/grants and conversions (codes A and M), plus a tax/exercise withholding (code F).
- Shares issued/converted (aggregate shown on form): 105,518 ADSs (sum of grant/conversion line items).
- Shares withheld to satisfy taxes: 37,950 ADSs at $209.16 each = $7,937,622.
- Several RSU/derivative items show $0 cash settlement — these are RSU conversions into ADSs (not cash purchases/sales).
- Footnotes: ADSs represent ordinary shares (1 ADS = 1 Ordinary Share). Vesting tied to performance/service conditions from awards originally granted in 2023–2025; some awards have remaining vesting tranches for 2027–2029. Ordinary shares were withheld specifically to satisfy tax withholding on vesting.
- Filing does not indicate this was an open-market sale by the insider; the withholding is a routine tax-related disposition.
Context
- These transactions are largely the mechanical settlement of equity compensation (RSUs) after certification of performance conditions. The withholding of shares to satisfy tax liabilities is a common, routine action and does not necessarily indicate the insider is selling stock for other reasons.
- Derivative entries with $0 consideration reflect conversion/settlement of RSUs into ADSs rather than the exercise of stock options for cash. The material cash impact reported in this filing is the tax withholding transaction (~$7.94M).
Insider Transaction Report
Form 4
Child Jason
Chief Financial Officer
Transactions
- Award
Ordinary Shares
[F1][F2][F3]2026-05-15+11,909→ 165,335 total - Exercise/Conversion
Ordinary Shares
[F1][F4][F3]2026-05-15+4,670→ 170,005 total - Award
Ordinary Shares
[F1][F5][F3]2026-05-15+11,849→ 181,854 total - Exercise/Conversion
Ordinary Shares
[F1][F6][F3]2026-05-15+4,647→ 186,501 total - Award
Ordinary Shares
[F1][F7][F3]2026-05-15+57,601→ 244,102 total - Tax Payment
Ordinary Shares
[F1][F8]2026-05-15$209.16/sh−37,950$7,937,622→ 206,152 total - Award
Restricted Stock Units
[F3][F9]2026-05-15+14,842→ 149,268 total→ Ordinary Shares (14,842 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-05-15−4,670→ 144,598 total→ Ordinary Shares (4,670 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F6]2026-05-15−4,647→ 139,951 total→ Ordinary Shares (4,647 underlying)
Footnotes (9)
- [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.
- [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.
- [F3]Each restricted stock unit ("RSU") represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
- [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.
- [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.
- [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.
- [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.
- [F8]Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
- [F9]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.
Signature
/s/ George Kanelos, as Attorney-in-Fact for Jason Child|2026-05-19