ARM HOLDINGS PLC /UK·4

May 19, 4:56 PM ET

Schooler Rosemary 4

4 · ARM HOLDINGS PLC /UK · Filed May 19, 2026

Research Summary

AI-generated summary of this filing

Updated

ARM Director Rosemary Schooler Exercises RSUs, Receives New RSUs

What Happened

  • Rosemary Schooler, a director of Arm Holdings plc (ARM), had derivative awards converted and a new restricted stock unit (RSU) award recorded on May 15, 2026. The filing shows conversion/exercise of 2,141 derivative units (code M) and a simultaneous disposal of 2,141 derivative ADSs at $0.00 (no cash proceeds reported). She was also recorded as acquiring 1,531 RSUs (code A) at $0.00.
  • The filing uses ADSs (each ADS = 1 ordinary share; footnote F1). The 2,141 units relate to RSUs that vested (footnote F2/F3), and the 1,531 RSUs are reported as an award that will vest subject to conditions (see Key Details).

Key Details

  • Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filed within the Form 4 deadline).
  • Specifics: 2,141 derivative units exercised/converted (M) and 2,141 derivative ADSs disposed at $0.00; 1,531 RSUs granted/recorded (A) at $0.00.
  • Price/Proceeds: All items shown at $0.00 in the filing; no cash sale proceeds reported.
  • Shares owned after transaction: Not disclosed in the filing.
  • Notable footnotes:
    • F1: Ordinary shares are held as American Depositary Shares (ADSs); 1 ADS = 1 ordinary share.
    • F2/F3: The RSUs referenced vested in full on May 15, 2026 and each RSU represents the right to receive 1 ADS following vesting.
    • F4: Some RSUs will vest on May 15, 2027 subject to continued service, and delivery of ADSs may be deferred until termination of board service per Ms. Schooler’s election.
  • Filing timeliness: Filed May 19 for May 15 transactions — appears timely under Form 4 rules.

Context

  • Code M indicates exercise/conversion of derivative awards (here, RSUs converting into ADSs). The immediate $0.00 disposal reported is not an open-market sale with proceeds; filings sometimes show $0 for internal transfers, withholding/settlement, or other non-cash dispositions—this filing does not show cash proceeds.
  • The award (1,531 RSUs) is a grant of future shares (an informational bullish signal is limited because delivery is deferred and subject to service). This type of insider RSU activity is typically administrative (vesting/conversion and new grants) rather than an open-market buy or sell.

Insider Transaction Report

Form 4
Period: 2026-05-15
Transactions
  • Exercise/Conversion

    Ordinary Shares

    [F1][F2][F3]
    2026-05-15+2,1419,572 total
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F2]
    2026-05-152,1410 total
    Ordinary Shares (2,141 underlying)
  • Award

    Restricted Stock Units

    [F3][F4]
    2026-05-15+1,5311,531 total
    Ordinary Shares (1,531 underlying)
Footnotes (4)
  • [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]The restricted stock units ("RSUs") vested in full on May 15, 2026.
  • [F3]Each RSU represents the right to receive, following vesting, 1 Ordinary Share held in the form of an ADS.
  • [F4]The RSUs will vest in full on May 15, 2027, subject to continued service to Arm Holdings plc, but the ADSs will not be delivered until the date of termination of Ms. Schooler's service on the Board of Directors pursuant to her election to defer such delivery.
Signature
/s/ George Kanelos, as Attorney-in-Fact for Rosemary Schooler|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779224159.xmlPrimary

    FORM 4