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ARM HOLDINGS PLC /UK·4

May 19, 5:17 PM ET

Collins Spencer 4

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

Research Summary

AI-generated summary of this filing

Updated

ARM CLO Collins Spencer Receives RSUs; $7.6M Tax Withholding

What Happened

  • Collins Spencer, Chief Legal Officer of ARM Holdings plc (ARM), had multiple restricted stock units (RSUs) vest on May 15, 2026. On vesting, 77,251 ADSs (each ADS = 1 ordinary share) were issued or converted to her benefit from prior RSU awards and derivative conversions.
  • To satisfy tax withholding on the vesting, 36,310 ADSs were withheld/retained by the company at a reported price of $209.16 per ADS, totaling $7,594,600. After withholding, approximately 40,941 ADSs were retained by Spencer. A new RSU award of 15,716 RSUs was also granted effective May 15, 2026 with future vesting dates.
  • These transactions are compensation-related (awards and vesting), not open-market purchases or discretionary sales.

Key Details

  • Transaction date: May 15, 2026. Form 4 filed May 19, 2026 (appears timely).
  • Key amounts: 77,251 ADSs vested/converted; 36,310 ADSs withheld for taxes at $209.16 = $7,594,600; net issued to insider ≈ 40,941 ADSs. A new grant of 15,716 RSUs was issued (future vesting).
  • Transaction codes: A = award/grant (RSUs), M = exercise/conversion of derivative (RSU conversions/exercises), F = shares withheld for tax withholding.
  • Shares owned after transaction: not reported in the provided excerpt of the filing.
  • Notable footnotes: several awards were performance-based RSUs from 2023–2025 that vested after certification by the Remuneration Committee; the new May 15, 2026 RSU grant vests 30/30/40% over 2027–2029; ordinary shares are held as ADSs (1 ADS = 1 ordinary share).

Context

  • These were vesting and conversion events (compensation). The withholding of shares to cover taxes is routine and is recorded as a disposition (F). Some derivative conversions were reported with $0 cash consideration, consistent with net or in-kind settlement/administrative conversion rather than an open-market sale.
  • Because this activity arises from company awards and tax withholding, it should not be read as a straightforward buy or sell signal; it documents compensation being issued and the company satisfying withholding obligations.

Insider Transaction Report

Form 4
Period: 2026-05-15
ARM HOLDINGS PLC /UKARM
Collins Spencer
Chief Legal Officer
Transactions
  • Award

    Ordinary Shares

    [F1][F2][F3]
    2026-05-15+10,668→ 10,668 total
  • Exercise/Conversion

    Ordinary Shares

    [F1][F4][F3]
    2026-05-15+4,184→ 14,852 total
  • Exercise/Conversion

    Ordinary Shares

    [F1][F5][F3]
    2026-05-15+3,950→ 18,802 total
  • Award

    Ordinary Shares

    [F1][F6][F3]
    2026-05-15+10,071→ 28,873 total
  • Award

    Ordinary Shares

    [F1][F7][F3]
    2026-05-15+48,378→ 77,251 total
  • Tax Payment

    Ordinary Shares

    [F1][F8]
    2026-05-15$209.16/sh−36,310$7,594,600→ 40,941 total
  • Award

    Restricted Stock Units

    [F3][F9]
    2026-05-15+15,716→ 146,894 total
    → Ordinary Shares (15,716 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F4]
    2026-05-15−4,184→ 142,710 total
    → Ordinary Shares (4,184 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3][F5]
    2026-05-15−3,950→ 138,760 total
    → Ordinary Shares (3,950 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]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.
  • [F6]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.
  • [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 Spencer Collins|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779225465.xmlPrimary

    FORM 4