Eaton Charlotte Claire 4

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.