Eaton Charlotte Claire 4
4 · ARM HOLDINGS PLC /UK · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
ARM CPO Claire Eaton Vests RSUs, Sells Shares for Taxes
What Happened
Claire Eaton, Chief People Officer of ARM (ARM), had restricted stock units (RSUs) vest on May 15, 2026 and completed related administrative transactions. Per the Form 4, 5,612 ADSs (each ADS = 1 Ordinary Share) were acquired on vesting from a performance-based RSU grant, an additional RSU award of 8,044 ADSs was granted (future vesting schedule), and 3,672 ADSs were withheld/disposed to satisfy tax withholding obligations at $209.16 per share (total value $768,036). The filing also shows conversion/exercise entries totaling 2,200 ADSs (derivative conversion/administrative entries) with no cash exchanged.
Key Details
- Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (filing appears timely).
- Tax-withholding sale: 3,672 ADSs withheld/disposed at $209.16 per ADS = $768,036.
- Vesting/acquisitions: 5,612 ADSs acquired on vesting (performance RSUs from 5/1/2025 that vested after certification).
- New award: 8,044 RSU award granted effective 5/15/2026 (no immediate cash value; future vesting: 30% on 5/15/2027, 30% on 5/15/2028, 40% on 5/15/2029).
- Derivative entries: 2,200 ADSs recorded as exercise/conversion of a derivative instrument (administrative; $0 cash reported).
- Share ownership after transaction: not stated in this filing.
- Notable footnotes: RSUs represent ADSs (F1–F3); some RSUs were performance-based and certified vested (F2); shares were withheld to meet tax obligations (F5).
Context
- This was primarily a vesting and tax-withholding event, not an open-market sale for investment purposes. Withholding of shares to cover taxes is a routine administrative step when RSUs vest and does not necessarily signal a change in the insider’s view of the company.
- The new 8,044-share RSU grant vests over future years, so additional insider holdings could increase as those tranches vest.
- Derivative/exercise entries here reflect conversion/settlement of equity awards rather than a cash purchase or market sale.
Insider Transaction Report
- Award
Ordinary Shares
[F1][F2][F3]2026-05-15+5,612→ 16,377 total - Exercise/Conversion
Ordinary Shares
[F1][F4][F3]2026-05-15+2,200→ 18,577 total - Tax Payment
Ordinary Shares
[F1][F5]2026-05-15$209.16/sh−3,672$768,036→ 14,905 total - Award
Restricted Stock Units
[F3][F6]2026-05-15+8,044→ 125,705 total→ Ordinary Shares (8,044 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-05-15−2,200→ 123,505 total→ Ordinary Shares (2,200 underlying)
Footnotes (6)
- [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]Ordinary Shares withheld to satisfy tax withholding requirements on vesting of RSUs.
- [F6]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.