arm-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2026

Commission File Number 001-41800

Arm Holdings plc



110 Fulbourn Road Cambridge CB1 9NJ United Kingdom
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Quarterly report for the three months ended June 30, 2026.

Incorporation by Reference

This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 of Arm Holdings plc (File Nos. 333-274544, 333-287614, and 333-295884), including any prospectuses forming a part of such registration statements, and to be a part thereof from the date on which this Report on Form 6-K is filed with the U.S. Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports subsequently filed or furnished.

Background and Certain Defined Terms

In this Report, unless otherwise specified, “the Company,” “Arm,” “we,” “our” and “us” refer to Arm Holdings plc and its wholly owned subsidiaries, as the context may require.

The term “Annual Report” refers to Arm’s annual report on Form 20-F for the fiscal year ended March 31, 2026, filed with the SEC on May 26, 2026.

Table of Contents


			Page
Financial Statements (Unaudited)
Condensed Consolidated Income Statements for the three months ended June 30, 2026 and 2025			4
Condensed Consolidated Statements of Comprehensive Income for the three months ended June 30, 2026 and 2025			5
Condensed Consolidated Balance Sheets as of June 30, 2026 and March 31, 2026			6
Condensed Consolidated Statements of Shareholders’ Equity for the three months ended June 30, 2026 and 2025			8
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025			9
Notes to the Condensed Consolidated Financial Statements			11
Management's Discussion and Analysis of Financial Condition and Results of Operations			30
Signature			44

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Forward-Looking Statements

The following discussion and analysis of our financial condition, results of operations and notes to the unaudited condensed consolidated financial statements included herein contains forward-looking statements that reflect our plans, beliefs, expectations and current views with respect to, among other things, future events and financial performance. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. There are many factors that could cause or contribute to such differences, including, but not limited to, any of the following: Arm's dependence on the semiconductor and electronics industries and the demand for the products of its customers and customers’ customers; Arm's dependence on the compatibility of its products with the manufacturing and design processes of its customers; Arm’s ability to forecast demand for new products; intense competition; Arm’s development of production silicon products, such as the Arm AGI CPU, compute subsystems, chiplets, complete chip solutions, and other more integrated compute products; changes in Arm’s pricing or its business terms or business model; Arm’s ability to adequately fund its research and development efforts; Arm’s dependence on a limited number of customers for a significant portion of its revenue; Arm's reliance on third parties to market and sell chips and end products incorporating its products and to enhance the value of its licensed products; Arm’s ability to attract new customers and sell additional products to its existing customers; the loss of any of Arm's senior management personnel or one or more key employees or Arm's inability to attract and retain qualified personnel; Arm's ability to develop new products in response to, or in anticipation of, rapid technological changes; risks related to the availability of development tools, systems software, electronic design automation tools and operating systems compatible with its architecture; Arm's ability to protect its proprietary products and its brand, and the costs of protecting such intellectual property rights, particularly as a result of litigation; fluctuation and unpredictability of Arm’s results; Arm's ability to verify royalty amounts owed to it under its licensing agreements; risks related to foreign exchange fluctuations; changes in Arm's effective tax rate; risks associated with organic growth or growth from strategic investments or acquisitions Arm makes, and the risk of failing to effectively manage its growth; risks associated with the slow development of the market for Arm's connectivity, device and data management platform; the possibility of cyberattacks, breaches of Arm's security controls and unauthorized access to its data or a customer’s data; Arm's ability to satisfy data protection, security, privacy or other government- and industry-specific requirements; risks associated with the interests of SoftBank Group Corp., Arm's controlling shareholder, conflicting with the interests of other holders of Arm's ordinary shares and American depositary shares; and effects of global general economic conditions, political factors, war or hostility, pandemics and other events outside of Arm's control. Refer to “Item 3. Key Information—D. Risk Factors” in our Annual Report for additional risks and uncertainties that may cause Arm’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by forward-looking statements included herein.

This Report on Form 6-K (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking statements, including without limitation, statements relating to our future operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “is/are likely to,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “continue,” “ongoing” or similar words or phrases, or the negative of these words or phrases. The inclusion of forward-looking statements in this Quarterly Report, including in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved or that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. The forward-looking statements included in this Quarterly Report are based on management’s current beliefs, assumptions and expectations of our future economic performance, considering the information currently available to management. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Accordingly, there are, or will be, important factors that could cause our actual results to differ materially from those indicated in these statements. All such factors are difficult to predict, represent uncertainties that may materially affect actual results and may be beyond our control. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors or to assess the impact of each such risk factor on the Company. Any forward-looking statement in this Quarterly Report speaks only as of the date on which this Quarterly Report is furnished, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which this Quarterly Report is furnished except as required by applicable law. If one or more risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements.

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Arm Holdings plc

Condensed Consolidated Income Statements

(in millions, except per share amounts)

(Unaudited)


	Three Months Ended June 30,
	2026		2025
Revenue:
Revenue from external customers	$	901	$	725
Revenue from related parties	388		328
Total revenue	1,289		1,053
Cost of sales	(36)		(30)
Gross profit (loss)	1,253		1,023

Operating expenses:
Research and development	(838)		(650)
Selling, general and administrative	(317)		(259)

Disposal, restructuring and other operating expenses, net	(7)		—
Total operating expenses	(1,162)		(909)
Operating income (loss)	91		114

Income (loss) from equity investments, net	128		4
Interest income, net	31		27
Other non-operating income (loss), net	3		1
Income (loss) before income taxes	253		146
Income tax benefit (expense)	17		(16)





Net income (loss)	$	270	$	130

Net income (loss) per share attributable to ordinary shareholders
Basic	$	0.25	$	0.12
Diluted	$	0.25	$	0.12

Weighted average ordinary shares outstanding
Basic	1,066		1,058
Diluted	1,078		1,065

See accompanying notes to the condensed consolidated financial statements.

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Arm Holdings plc

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(Unaudited)


	Three Months Ended June 30,
	2026		2025
Net income (loss)	$	270	$	130
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(2)		23

Net change in unrealized gains and (losses) on available-for-sale debt securities	4		—
Net change of the effective portion of designated cash flow hedges	1		16
Total comprehensive income (loss)	$	273	$	169

See accompanying notes to the condensed consolidated financial statements.

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Arm Holdings plc

Condensed Consolidated Balance Sheets

(in millions, except par value)

(Unaudited)


	As of
	June 30, 2026		March 31, 2026
Assets:
Current assets:
Cash and cash equivalents	$	3,058	$	2,751
Short-term investments	830		850
Accounts receivable, net (including receivables from related parties of $281 and $270 as of June 30, 2026 and March 31, 2026, respectively)	1,119		1,300
Contract assets (including contract assets from related parties of $577 and $646 as of June 30, 2026 and March 31, 2026, respectively)	881		977
Prepaid expenses and other current assets	451		358

Total current assets	6,339		6,236
Non-current assets:
Property and equipment, net	923		772
Operating lease right-of-use assets	406		379
Finance lease right-of-use assets	62		69
Equity investments (including investments held under fair value option of $141 and $148 as of June 30, 2026 and March 31, 2026, respectively)	589		387
Goodwill	1,623		1,623
Intangible assets, net	217		230
Deferred tax assets	425		375
Non-current portion of contract assets	366		320
Other non-current assets	246		312

Total non-current assets	4,857		4,467
Total assets	$	11,196	$	10,703
Liabilities:
Current liabilities:
Accrued compensation and benefits	$	156	$	154
Tax liabilities	114		106
Contract liabilities (including contract liabilities from related parties of $29 and $36 as of June 30, 2026 and March 31, 2026, respectively)	200		294
Operating lease liabilities	41		39
Other current liabilities (including payables to related parties of $30 and $20 as of June 30, 2026 and March 31, 2026, respectively)	696		447

Total current liabilities	1,207		1,040
Non-current liabilities:
Non-current portion of accrued compensation	33		32
Deferred tax liabilities	23		39
Non-current portion of contract liabilities (including non-current portion of contract liabilities from related parties of $23 and $23 as of June 30, 2026 and March 31, 2026, respectively)	739		752
Non-current portion of operating lease liabilities	423		393
Other non-current liabilities	141		161

Total non-current liabilities	1,359		1,377
Total liabilities	2,566		2,417
Commitments and contingencies (Note 13)

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Arm Holdings plc

Condensed Consolidated Balance Sheets

(in millions, except par value)

(Unaudited)


	As of
	June 30, 2026		March 31, 2026
Shareholders’ equity:
Ordinary shares, $0.001 par value; 1,111 shares authorized and 1,068 shares issued and outstanding as of June 30, 2026; and 1,097 shares authorized and 1,064 shares issued and outstanding as of March 31, 2026	2		2
Additional paid-in capital	3,538		3,467
Accumulated other comprehensive income (loss)	373		370
Retained earnings	4,717		4,447
Total shareholders’ equity	8,630		8,286
Total liabilities and shareholders’ equity	$	11,196	$	10,703

See accompanying notes to the condensed consolidated financial statements.

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Arm Holdings plc

Condensed Consolidated Statements of Shareholders’ Equity

(in millions)

(Unaudited)


	Three Months Ended June 30, 2026
	Ordinary Shares
	Number of Shares	Amount		Additional Paid- in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
Balance as of March 31, 2026	1,064	$	2	$	3,467	$	370	$	4,447	$	8,286
Net income (loss)	—	—		—		—		270		270
Other comprehensive income (loss), net of tax	—	—		—		3		—		3
Share-based compensation cost	—	—		345		—		—		345
Issuance of vested shares from share-based payment arrangements	5	—		—		—		—		—

Tax withholding on vested shares from share-based payment arrangements	(1)	—		(274)		—		—		(274)


Balance as of June 30, 2026	1,068	$	2	$	3,538	$	373	$	4,717	$	8,630


	Three Months Ended June 30, 2025
	Ordinary Shares
	Number of Shares	Amount		Additional Paid- in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders’ Equity
Balance as of March 31, 2025	1,057	$	2	$	2,922	$	372	$	3,543	$	6,839
Net income (loss)	—	—		—		—		130		130
Other comprehensive income (loss), net of tax	—	—		—		39		—		39
Share-based compensation cost	—	—		241		—		—		241
Issuance of vested shares from share-based payment arrangements	5	—		—		—		—		—
Tax withholding on vested shares from share-based payment arrangements	(3)	—		(242)		—		—		(242)
Balance as of June 30, 2025	1,059	$	2	$	2,921	$	411	$	3,673	$	7,007

See accompanying notes to the condensed consolidated financial statements.

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Arm Holdings plc

Condensed Consolidated Statements of Cash Flows

(in millions)

(Unaudited)


	Three Months Ended June 30,
	2026		2025
Cash flows provided by (used for) operating activities:
Net income (loss)	$	270	$	130
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	75		60
Deferred income taxes	(66)		(14)
(Income) loss from equity investments, net	(128)		(4)

Share-based compensation cost	343		241
Operating lease expense	16		13

Other non-cash operating activities, net	3		(5)
Changes in assets and liabilities:
Accounts receivable, net (including receivables from related parties)	181		(208)
Contract assets, net (including contract assets from related parties)	50		123
Prepaid expenses and other assets	(9)		38
Accrued compensation and benefits	3		(4)
Contract liabilities (including contract liabilities from related parties)	(107)		90
Tax liabilities	(3)		(34)
Operating lease liabilities	(11)		(9)
Other liabilities (including payables to related parties)	285		(85)
Net cash provided by (used for) operating activities	$	902	$	332

Cash flows provided by (used for) investing activities
Purchases of short-term investments	(415)		(355)
Proceeds from maturity of short-term investments	435		145
Purchases of equity investments	(74)		(2)
Purchases of intangible assets	(11)		(7)


Proceeds from sale or liquidation of equity investments	1		—
Purchases of property and equipment	(197)		(154)
Other investing activities, net, including investments in convertible loans	(6)		1
Net cash provided by (used for) investing activities	$	(267)	$	(372)

Cash flows provided by (used for) financing activities


Payments of intangible asset obligations	(29)		(21)


Other financing activities, net	(19)		(17)
Payments of withholding tax on vested shares	(278)		(85)
Net cash provided by (used for) financing activities	$	(326)	$	(123)

Effect of foreign exchange rate changes on cash and cash equivalents	(2)		34
Net increase (decrease) in cash and cash equivalents	307		(129)
Cash and cash equivalents at the beginning of the period	2,751		2,085
Cash and cash equivalents at the end of the period	$	3,058	$	1,956

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Arm Holdings plc

Condensed Consolidated Statements of Cash Flows

(in millions)

(Unaudited)


	Three Months Ended June 30,
	2026		2025
Non-cash investing and financing activities:
Non-cash additions in property and equipment	$	22	$	14
Non-cash additions in finance lease right-of-use assets	$	—	$	45
Non-cash additions in intangible assets	$	4	$	129
Non-cash additions in operating lease right-of-use assets	$	38	$	15
Non-cash additions in operating lease liabilities	$	38	$	17
Non-cash withholding tax on vested shares	$	60	$	165

See accompanying notes to the condensed consolidated financial statements.

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Arm Holdings plc

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1 - Description of Business and Summary of Significant Accounting Policies

Description of Business

Arm Holdings plc and its wholly owned subsidiaries (the “Company” and also referred to as “we,” “our” or “us”) is a global leader in the semiconductor industry. The Company’s principal operations and activities are the licensing, marketing, research and development of central processing unit (“CPU”) intellectual property (“IP”), graphics processing unit IP, systems IP, compute subsystems (“CSS”), and associated software, tools and other related services. In March 2026, we announced the expansion of our compute platform into production silicon products with the Arm AGI CPU.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the fiscal year ended March 31, 2026, in our Annual Report.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, which are necessary for the fair statement of the unaudited condensed consolidated balance sheets, income statements, statements of comprehensive income, shareholders’ equity and cash flows for these interim periods. The results for the interim periods are not necessarily indicative of results for the full fiscal year.

Principles of Consolidation

The accompanying financial statements include the accounts of the Company, its wholly owned subsidiaries and the Arm Employee Benefit Trust (the “EBT”). All intercompany balances and transactions have been eliminated in consolidation.

The financial statements consolidate all of the Company’s affiliates, and the entities where the Company holds a controlling financial interest, because the Company holds a majority voting interest. The Company reevaluates whether there is a controlling financial interest in all entities when rights and interests change.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates include, but are not limited to, revenue recognition, allowance for expected credit losses, income taxes, share-based compensation, impairment considerations for long-lived assets, fair value estimates and impairment for investments. The Company evaluates these estimates on an ongoing basis and revises estimates as circumstances change. The Company bases its estimates on historical experience, anticipated results, trends, and other various assumptions that it believes are reasonable. Actual results could differ materially from the Company’s estimates.

Recently adopted accounting pronouncements

Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets: In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for the Company’s fiscal year ending March 31, 2027, and interim periods in the same annual reporting period. Early adoption is permitted. The Company adopted ASU 2025-05

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Arm Holdings plc

Notes to Condensed Consolidated Financial Statements

(Unaudited)

on a prospective basis in the fiscal year beginning April 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statement disclosures.

Recently issued accounting pronouncements not yet adopted

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, which requires incremental disclosures to disaggregate income statement expense items. In January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date, which revised the effective date of ASU No. 2024-03 for interim periods. ASU 2024-03 and ASU 2025-01 are effective for the Company’s fiscal year ending March 31, 2028, and interim periods within our fiscal years beginning after April 1, 2028. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on its consolidated financial statement disclosures.

Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) – Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract: In September 2025, the FASB issued ASU 2025-07, which refines the scope for derivatives to clarify which contracts are subject to derivative accounting and clarifies share-based noncash consideration from a customer in a revenue contract. ASU 2025-07, which can be applied prospectively or with a modified transition approach, is effective for the Company’s fiscal year ending March 31, 2028, and interim periods in the same annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-07 on its consolidated financial statements.

Derivatives and Hedging (Topic 815) – Hedge Accounting Improvements: In November 2025, the FASB issued ASU 2025-09, which refines hedge accounting to more closely align an entity’s financial reporting with the economics of risk management activities, including expanded eligibility to hedge groups of forecasted transactions, introduces a new model for “choose-your-rate” debt instruments, and certain changes that avoid automatic redesignation when the hedged risk is revised if effectiveness is maintained. ASU 2025-09, which has to be applied prospectively for all hedging relationships, is effective for the Company’s fiscal year ending March 31, 2028, and interim periods in the same annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-09 on its consolidated financial statements.

Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities: In December 2025, the FASB issued ASU 2025-10, which establishes the accounting and presentation guidance for government grants received by business entities. ASU 2025-10, which can be applied modified prospectively, modified retrospectively, or retrospectively, is effective for the Company’s fiscal year ending March 31, 2030, and interim periods in the same annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.

Interim Reporting (Topic 270) – Narrow-Scope Improvements: In December 2025, the FASB issued ASU 2025-11, which clarifies when ASC 270 applies and adds a comprehensive list of interim disclosure requirements from other Codification topics. ASU 2025-11 also introduces a disclosure principle requiring entities to disclose events since the last annual period that have a material impact, and specifies the form and content of condensed interim financial statements. ASU 2025-11, which can be applied prospectively or retrospectively to any or all prior periods presented, is effective for the Company’s fiscal year ending March 31, 2029, and interim periods in the same annual reporting period. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements.

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Arm Holdings plc

Notes to Condensed Consolidated Financial Statements

(Unaudited)

2 - Balance Sheet Components

Certain balance sheet components are as follows:

Prepaid expenses and other current assets consist of:


	As of
(in millions)	June 30, 2026		March 31, 2026
Research and development tax credit receivables	$	130	$	120
Prepayments	228		169
Other receivables	93		69
Total prepaid expenses and other current assets	$	451	$	358

Accrued compensation and benefits consist of:


	As of
(in millions)	June 30, 2026		March 31, 2026
Accrued bonuses and commissions	$	5	$	26
Accrued vacation and sabbatical	113		114
Accrued salaries and fringe benefits	9		7
Employee Stock Purchase Plan liability	29		7

Total accrued compensation and benefits	$	156	$	154

Other current liabilities consist of:


	As of
(in millions)	June 30, 2026		March 31, 2026
Employee related payroll taxes and payables (1)	$	375	$	119
Accrued expenses and fees	192		145
Electronic design automation liabilities	56		78
Trade payables (including payables to related parties of $30 and $20 as of June 30, 2026 and March 31, 2026, respectively)	52		80

Finance lease liabilities	21		25
Total other current liabilities	$	696	$	447

(1) Employee related payroll taxes and payables are primarily related to vested restricted share units (“RSUs”) during the three months ended June 30, 2026 and March 31, 2026, respectively, which will be or were, as applicable, paid in the subsequent quarter.

Other non-current liabilities consist of:


	As of
(in millions)	June 30, 2026		March 31, 2026
Electronic design automation liabilities	$	92	$	97
Other non-current liabilities