As filed with the Securities and Exchange Commission on September 15, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Arm Holdings plc

(Exact name of registrant as specified in its charter)

Arm Holdings plc 2023 Omnibus Incentive Plan with

Non-Employee Sub-Plan and the France and Israel Sub-Plans

The Arm Holdings plc RSU Award Plan with California and Israeli Sub-Plans

The Arm Holdings plc All-Employee Plan 2019 with California and French Sub-Plans

The Executive IPO Plan 2019 with California Sub-Plan

The Arm Non-Executive Directors RSU Award Plan with California Sub-Plan

(Full title of the plan)

Arm, Inc.

120 Rose Orchard Way

San Jose, CA 95134

(Name and address of agent for service)

+1 (408) 576-1500

(Telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents previously filed with the U.S. Securities and Exchange Commission (the “Commission”) by Arm Holdings plc (the “Registrant”) are incorporated by reference herein and shall be deemed to be part hereof:

All documents and reports filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment indicating that all securities offered herein have been sold or which deregisters all securities then remaining unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of such documents and reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

Not applicable.

To the extent permitted by the U.K. Companies Act 2006, the Registrant is empowered to indemnify its directors against any liability they incur by reason of their directorship. The Registrant maintains directors’ and officers’ insurance to insure such persons against certain liabilities. The Registrant entered into a deed of indemnity with each of its directors and executive officers prior to the completion of its initial public offering.

Not applicable.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee Table” attached as Exhibit 107 to this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, United Kingdom on September 15, 2023.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rene Haas or Jason Child and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to the Registration Statement), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

AUTHORIZED REPRESENTATIVE

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Arm Holdings plc has signed this Registration Statement on September 15, 2023.

Exhibit 4.6

Arm Holdings plc

SECOND AMENDED AND RESTATED

RULES OF THE RSU AWARD PLAN

Date of adoption: 13 June 2022, as first amended and restated on 6 September 2022, and

second amended and restated and adopted by Arm Holdings plc on 25 August 2023

Table of Contents

RSU Award Plan

Definitions

In these rules:

“Acting in Concert” has the meaning given to it in the City Code on Takeovers and Mergers;

“Adoption Date” means 13 June 2022, the date on which the Plan was adopted by Arm Limited;

“Affiliate” means, in respect of any person, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such person, or is under common Control of a third person;

“Articles” mean the articles of association of the Company from time to time;

“Award” means a Restricted Share Unit, a Phantom Share, or Other Award under the Plan;

“Award Certificate” means a certificate in such form as may be determined by the Committee from time to time evidencing the grant of an Award to an Eligible Employee;

“Award Date” means the date which the Committee sets for the grant of an Award;

“Change of Control Event” means the date (being a date on or after the Adoption Date) on which: (i) a person (together with any persons Acting in Concert with such person) comes to hold more than 50 per cent of the voting rights in the Company pursuant to a transaction on bona fide arm’s length terms (other than in circumstances constituting a Permitted Change of Control); (ii) a sale of all (or substantially all) of the business, assets and undertakings of the Company and its Subsidiaries on bona fide arm’s length terms to a single buyer or to one or more buyers as part of a single transaction or series of connected transactions is completed (other than in circumstances constituting a Permitted Change of Control); or (iii) a Subsequent Shareholder Change of Control occurs.

“Committee” means the remuneration committee of the board of directors of the Company, or any sub-committee or person(s) duly authorised by it;

“Company” means Arm Holdings plc (registered no. 11299879);

“Control” means the control by one person of another person in accordance with the following: a person (“A”) controls another person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of, or the investment adviser to, B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and the term “Controlled” has the corresponding meaning;

“Controlled Subsidiary” means a Subsidiary that is also a “subsidiary corporation”, as defined in section 424(f) of the IRS Code;

“Data Protection Laws” has the meaning given to it in sub-rule 9.9.1;

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“Depositary Receipt” means a negotiable instrument issued by a financial institution representing the right to receive one or more or a portion of the Shares, including American Depositary Receipts;

“Director” means any person occupying the office of director of the Company or any other Group Company, by whatever name called;

“Distressed Share Sale” means the realisation of any Share Security in respect of Shares (or shares in a holding company of the Company) subject to such Share Security, by the sale or appropriation of such shares for value in circumstances where the relevant Share Security has become enforceable;

“Eligible Employee” means an employee (whether contracted to work full time or part-time) of any Group Company (including any Director other than a non-executive Director) whose employment or service as an executive Director has not been terminated, provided that, with respect to any US Person or any other person with respect to whom the Company is relying on Rule 701 of the Securities Act with respect to any Award, “Eligible Employee” will not include any employee of a Group Company that is not the Company, a Controlled Subsidiary or a Parent of the Company;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Group” means the Company and its Subsidiaries and any other company which is associated with the Company and is designated by the Committee for the purposes of this Plan, and the phrase “Group Company” shall be construed accordingly;

“Internal Reorganisation” means a reorganisation of the structure of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries), such that the ultimate beneficial ownership of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries) does not change;

“IRS Code” means the US Internal Revenue Code of 1986, as amended. Reference to a specific section of the IRS Code or regulation thereunder will include such section or regulation, any valid regulation or formal guidance of general or direct applicability promulgated under such section or regulation (and any comparable provision of any future legislation, regulation or formal guidance of general or direct applicability amending, supplementing or superseding such section or regulation);

“Listing” means the admission of any of the Shares or Depositary Receipts (including, in each case, with respect to shares following any capital reorganisation effected in connection with the Listing, including shares in a holding company of the Company) to trading becoming effective on: (i) any stock exchange (which shall include, without limitation, the London Stock Exchange, the New York Stock Exchange and NASDAQ); or (ii) any significant trading platform with at least 15 per cent of such Shares or Depositary Receipts in public hands, in either case, in connection with an underwritten offering of Shares or Depositary Receipts or as a direct listing or a direct introduction to listing;

“Listing Vehicle” has the meaning given to it in sub-rule 9.3.1;

“Lock-Up Period” has the meaning given to it in rule 15.2;

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“Other Award” means an award granted under the Plan (other than a Restricted Stock Unit or a Phantom Unit) entitling a Participant to receive a specified amount in Shares, Restricted Share Units or cash upon or following the occurrence of one or more events or the passage of specified time periods, which may be subject to a hurdle amount, Vesting conditions and/or any other terms and conditions as the Committee may determine, each at the Committee’s discretion;

“Parent” means a parent corporation as defined in section 424(e) of the IRS Code whether now or hereafter existing;

“Participant” means an Eligible Employee who has been granted and remains entitled to an Award;

“Permitted Change of Control” means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert) comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), such loss of control by SoftBank will constitute a Change of Control Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);

“person” means any individual, body corporate, partnership, limited partnership, association, limited liability company, trust or other enterprise or entity;

“Phantom Award” has the meaning given in rule 1.4;

“Phantom Share” has the meaning given in rule 1.4;

“Plan” means the plan constituted by these rules known as “The Arm Holdings plc RSU Award Plan”, as amended from time to time;

“Representation Statement” means a statement in the form attached to the Plan as Exhibit A, subject to any updates or modifications to such form prepared by the Company from time to time as the Company may deem necessary or advisable in light of changes to laws or regulations or otherwise;

“Restricted Share Unit” or “RSU” means a right to receive Shares granted under and in accordance with the rules of the Plan (which may be subject to a hurdle amount, at the Company’s discretion);

“Rule 12h-1(f) Exemption” has the meaning given in rule 14;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

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“Share Security” means any charge, mortgage or other security interest over Shares in the Company (or shares in a holding company of the Company) granted from time to time by the holder of such shares to any person;

“Shareholder Transfer” means any transfer of Shares between the shareholders of the Company as at the Adoption Date (which shall, for the avoidance of doubt, include such shareholders’ Affiliates), provided that in the case of any transfer pursuant to which the transferee (together with any persons Acting in Concert with it) comes to hold, directly or indirectly, more than 50 per cent of the voting rights in the Company, such transferee is indirectly or directly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser);

“Shares” means fully paid ordinary shares in the capital of the Company;

“SoftBank” means SoftBank Group Corp., a corporation incorporated under the laws of Japan;

“Subsequent Shareholder Change of Control” has the meaning given to it within the definition of Permitted Change of Control;

“Subsidiary” means, in respect of any person, a company which is a subsidiary of such person within the meaning of section 1159 of the Companies Act 2006;

“SVF” means SoftBank Vision Fund L.P. (“Vision Fund”), SoftBank Vision Fund II-2 L.P. (“Vision Fund II”) or any successor fund established in relation to Vision Fund or Vision Fund II, the general partner, advisor or manager of which is a direct or indirect Subsidiary of SoftBank (or, in each case, any Affiliate thereof, or any alternative investment vehicle or similar entity established in relation thereto);

“Trust” means any employee share ownership trust which has been or may be established by the Company or any other Group Company to operate in conjunction with this Plan;

“Trustee” means the trustee or trustees for the time being of a Trust;

“US Person” means individuals who are United States residents, United States citizens or subject to United States federal income tax;

“Vest” means, subject to rule 2, the Participant becoming entitled to receive the Shares, the Restricted Share Units or the amount in cash subject to an Award and “Vesting”, “Vested” and “Unvested” shall be construed accordingly;

“Vesting Commencement Date” means the date set forth in the Award Certificate for an Award from which Vesting is measured or otherwise determined;

“Vesting Date” means the date on which all or a portion of an Award Vests in accordance with rule 2;

“Vesting Schedule” has the meaning given to it in rule 2.1;

“Vision Fund” has the meaning given to it within the definition of SVF; and

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“Vision Fund II” has the meaning given to it within the definition of SVF.

References in these rules to any statutory provision are to that provision as amended or reenacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular include the plural and vice versa and words importing the masculine include the feminine and vice versa.

Except as provided in rule 6, the Committee may in its absolute discretion grant an Award to an Eligible Employee in accordance with these rules at any time after the Adoption Date.

No Award may be granted at any time after the earlier of (i) 23:59 (GMT) on the day immediately prior to the tenth anniversary of the Adoption Date and (ii) the occurrence of a Listing.

provided that, where a condition is being changed, the Committee considers that any changed condition will not be more challenging or detrimental to satisfy than the original condition would have been but for such circumstances occurring, and, with respect to any US Person, such change does not result in a violation of the rules of section 409A of the IRS Code so as to cause the Award to be subject to the additional tax imposed under section 409A of the IRS Code.

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The Committee may exercise its discretion where it considers that it is necessary or desirable to do so, to provide that an Eligible Employee so designated by the Committee at the Award Date may receive a contingent right (a “Phantom Award”) to receive a cash sum equal to the applicable value of a notional Share vested from such Phantom Award (which may be subject to a hurdle amount, at the Committee’s discretion) (each, a “Phantom Share”) on the date the Participant becomes unconditionally entitled to the cash sum multiplied by a number of such Phantom Shares on substantially the same terms as Awards, save that there shall be no entitlement to receive Shares in connection with such settlement and subject to such modifications as considered appropriate by the Committee.

A Participant is not required to pay for the grant of any Award.

If the Committee tries to grant an Award which is inconsistent with rule 6, the Award will be limited and will take effect from the Award Date on a basis consistent with that rule.

Subject to rules 2.2, 2.3 and 3, with respect to each Award, the Committee may in its absolute discretion determine and specify in a Participant’s Award Certificate at the Award Date and the Vesting terms and conditions applicable to such Award, including without limitation (i) a period of time over which the Participant may become entitled to receive all or a portion of the Shares subject to an Award (or, in the case of an Other Award, when the Other Award will be converted into Shares, Restricted Share Units or a cash payment, either of which, for avoidance of doubt, may be subject to additional Vesting and other conditions), subject to the Participant’s being an Eligible Employee

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as of each applicable Vesting Date within such period of time, and/or (ii) such other corporate or individual performance goals and/or other conditions, where the Participant may become entitled to receive all or a portion of the Shares, the Restricted Share Units or the amount in cash subject to an Award upon the achievement or satisfaction (in whole or in part) of such performance goals and/or other conditions (such Vesting terms and conditions applicable to an Award, the “Vesting Schedule”). Further, the Committee may in its absolute discretion accelerate any Award by waiving any Vesting terms and conditions applicable to such Award provided that, with respect to any US Person, such acceleration does not result in a violation of the rules of section 409A of the IRS Code so as to cause the Award to be subject to the additional tax imposed under section 409A of the IRS Code. In taking any of the actions permitted under this rule 2.1, the Committee shall not be obligated to treat all Participants, all Awards, all Awards held by a Participant, all portions of a single Award, or all Awards of the same type identically.

If a Participant holds an Award that is subject only to a service-based Vesting Schedule and remains an Eligible Employee as of immediately prior to the occurrence of a Change of Control Event, a pro-rata portion of such Participant’s Award shall Vest as of immediately prior to the occurrence of such Change of Control Event, determined on an Award-by-Award basis by multiplying (i) the total number of Shares (or, in the case of an Other Award, the total number of Restricted Share Units or specified amount in cash) that would Vest as of the next applicable Vesting Date, by (ii) a fraction, the numerator of which is the number of days from the last Vesting Date (or, if no such Vesting Date has occurred, the Vesting Commencement Date) until and including the day on which the Change of Control Event occurs, and the denominator of which is the total number of days from the last Vesting Date (or, if no such Vesting Date has occurred, the Vesting Commencement Date) to the next applicable Vesting Date.

If a Participant holds an Award that is subject to a Vesting Schedule which is not solely based on service-based Vesting, then unless otherwise provided in such Participant’s Award Certificate, all or a portion of such Participant’s Award may Vest as of immediately prior to the occurrence of such Change of Control Event, but only to the extent (if at all) determined by the Committee in its absolute discretion.

An Award will not Vest in whole or in part unless and until the Vesting of the Award, and the issue or transfer of Shares or Restricted Share Units or payment of cash after such Vesting, if any, would be lawful in the relevant jurisdiction and in compliance with the applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to such Award and the rules of any stock exchange or any significant trading platform on which the Shares are listed or publicly traded.

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A Participant’s Unvested Award lapses on the first to occur of:

For the purposes of sub-rule 3.1.1, a Participant is not treated as ceasing to be an Eligible Employee where he/she ceases to be an employee of a Group Company but recommences employment with another Group Company within 7 days of ceasing employment with the first Group Company. A Participant who is a US Person will be treated as having ceased to be an Eligible Employee for the purposes of sub-rule 3.1.1 and all other rules of the Plan immediately upon his/her “separation from service” within the meaning of section 409A of the IRS Code.

Subject to rules 4.2, 4.4, 4.5, 4.6, 4.9 and the Articles, on the date on which all or a portion of an Award Vests (or, in the case of Other Awards, on the specified date or event upon which the Other Award is to be converted into a number of Shares) as determined by the Committee in accordance with this Plan, the Committee will arrange for the transfer (including out of treasury) or issue to the Participant (subject to, and as provided in, the Articles) of the number of Shares in respect of which the Award has Vested (or, in the case of Other Awards, the number of Shares issuable in respect of the Other Award upon the applicable specified date or event upon which the Other Award is to be converted into a number of Shares or Restricted Share Units). Prior to the occurrence of a Listing, legal title to such Shares shall be held by a nominee entity as trustee for the Participant, as further described in the Articles. The identity of such nominee entity shall be determined by the Committee in its absolute discretion and the delivery of Shares subject to an Award shall be effected in such form and manner as the Committee may prescribe from time to time. Subject to rule 4.9, the Shares deliverable hereunder must be delivered within 60 days following the date on which an Award Vests, and, with respect to a US Person, in all cases, within the “short-term deferral period” from when the Award is deemed earned for purposes of section 409A of the IRS Code.

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No fraction of a Share shall be transferred out of treasury or issued to a Participant when his/her Award Vests or included in any Award which has Vested. If any fractional entitlements are produced as a result of the Vesting of an Award, the Committee may in its absolute discretion determine (i) to round down any fractional entitlements to the nearest whole number, and/or (ii) convert such fractional entitlement into a right to receive an amount in cash.

For the avoidance of doubt, Shares subject to an Award granted under the Plan will not be transferred out of treasury or allotted and issued to a Participant (or, where applicable, a nominee entity) before the Vesting Date applicable to such Award.

Shares issued or transferred out of treasury in respect of an Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, save as provided in these rules. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

The Committee may decide in its absolute discretion to satisfy all or part of an Award by paying an amount in cash (subject to rule 4.6 and, where applicable, overseas legal or regulatory requirements), which cash amount per Share shall be determined by the Committee in its absolute discretion. The Committee may determine that an Award will be satisfied in cash at the Award Date or at any time before the delivery of Shares in settlement of the Award. Any cash used to satisfy all or part of an Award will be paid, less any applicable withholdings in accordance with rule 4.6, within 60 days following the date the Award Vested.

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Each Participant irrevocably agrees to enter into, in respect of any Shares he/she may acquire on Vesting of an Award, on or before the Vesting Date of such Award, such election(s) as the Company may specify under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003.

The Committee may determine that certain Awards will be satisfied by the transfer or issue of Depositary Receipts instead of Shares, and references in these rules to Shares shall be construed accordingly.

Notwithstanding anything to the contrary, the Committee shall not be required to arrange for the issue or transfer of Shares to any Participant pursuant to rule 4.1 unless and until it would be lawful to do so in the relevant jurisdiction applicable to such Participant’s Award, and would be in compliance with the applicable provisions of the corporate, securities, tax, and other laws, rules, regulations, and government orders of any jurisdiction applicable to the Company and/or such Participant’s Award and the rules of any stock exchange or any significant trading platform on which the Shares are listed or publicly traded.

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If a Participant ceases to be an Eligible Employee because of ill-health, injury, disability or death, in each case evidenced to the reasonable satisfaction of the Committee, then the Committee may, in its absolute discretion, Vest all or a portion of such Participant’s Awards with effect from the date on which the Participant ceases to be an Eligible Employee, or make a cash payment to such Participant (or in the case of a deceased Participant, such Participant’s personal representatives), in recognition of the fact of the lapse of such Participant’s Awards. The quantum of such Vesting and/or cash payment shall be at the absolute discretion of the Committee.

If there is:

the Committee (acting unanimously) may adjust the number and/or class of Shares comprised in an Award as it considers appropriate but must take into account, without limitation, any expected tax consequences of such adjustment and the limit set out in rule 6.

The Committee will notify Participants of any adjustment made under this rule 7.

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For the purposes of this rule 8, “Employee” means any employee of a Group Company.

This rule 8 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his/her employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his/her favour.

No Participant has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. It is a term of participation in the Plan (and of each Award) and a condition of any Vesting and settlement of an Award that a Participant executes and delivers such

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agreements and documentation as may be reasonably requested by the Company or any other Group Company under any reasonable procedures the Company specifies. If a Participant materially fails to comply with the preceding sentence, the Committee or Company may, in its discretion, withhold delivery of any Shares or cash, subject for US Persons, to the timing of delivery rules set forth in rule 4.1. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to the Award, in consideration for, and as a condition of, the grant of an Award under the Plan.

Each member of the Group is a beneficiary of the terms of the Plan. Save as provided in the preceding sentence, nothing in the Plan confers any benefit, right or expectation on a person who is not an employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Participant has received any Shares on Vesting of an Award.

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he/she does, whether voluntarily or involuntarily, then the Award immediately lapses.

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None of the benefits received under the Plan is pensionable.

Subject to the provisions of the Plan, the Committee has absolute discretionary authority to: construe and interpret the rules of the Plan including any sub-plans or appendices to the Plan, and the terms of Awards granted under the Plan; authorise any person to execute on behalf of the Company any instrument required to implement the grant of an Award by the Committee; and to make all other determinations and take all actions deemed necessary or advisable for administering the Plan. The decisions of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan is final and conclusive and will be given the maximum deference permitted by applicable laws.

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

The Company and any Subsidiary may provide money to the Trustee or any other person to enable them or him/her to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006 and any other applicable laws.

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All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he/she needs to fulfil in order to obtain or avoid the necessity for any such consent.

Any Shares acquired under the Plan are subject to the Articles.

Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries will have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

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Subject to the rest of this rule 10, the Committee (acting unanimously) may at any time change the Plan and the terms of any Award in any way.

If the Committee proposes an amendment to the Plan or the terms of any Award, other than conditions imposed under rule 1.3, which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

The Committee shall have absolute discretion to determine which Participants are disadvantaged by a proposed amendment to the Plan and/or the terms of any Award.

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The Committee may, from time to time and in its absolution discretion, establish further sub-plans and appendices based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further sub-plans are treated as counting against the limit in rule 6.

The Committee may (but is not obliged to) give written notice of any changes made to any Participant affected.

English law governs the Plan and all Awards and their construction. The English Courts will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

Any Awards that Vest before the completion of a dissolution or liquidation will be settled before such completion. Any Awards that have not Vested by the time of the completion of a dissolution or liquidation will lapse.

In respect of any Participant for which the Company is relying on the exemption for registration provided pursuant to rule 701 of the Securities Act with respect to an Award, it is a term of participation in the Plan and each Award and a condition of any Vesting and settlement of an Award that, if the Shares have not been registered under the Securities Act at the time of the settlement of the applicable Award or at such other time as designated by the Company, if requested or required by the Company, the Participant must deliver to the Company his/her Representation Statement.

In respect of any Participant for which the Company is relying on the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to an Award and/or for which the Company is relying on the exemption from registration under the Exchange Act as set forth in Rule

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12h-1(f) promulgated under the Exchange Act (the “Rule 12h-1(f) Exemption”) with respect to an Award, if and as required (i) pursuant to rule 701 of the Securities Act, if the Company is relying on the exemption from registration provided pursuant to rule 701 of the Securities Act with respect to an Award, and/or (ii) pursuant to rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the rule 12h-1(f) Exemption, then during the period of reliance on the applicable exemption and in each case of (i) and (ii), until such time as the Company becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the Company shall provide to the Participant the information described in paragraphs (e)(3), (4), and (5) of rule 701 under the Securities Act no less frequently than every six months, with the financial statements being not more than 180 days old, and with such information provided either by: (x) physical or electronic delivery to the Participants; or (y) by written notice to the Participants of the availability of the information on an internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the rule 12h-1(f) Exemption) or rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to rule 701 of the Securities Act).

All Awards granted under the Plan will be subject to lapse, forfeiture and/or recoupment under any malus and clawback policy that the Company adopts (a) pursuant to the listing standards or rules of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, (b) to comply with the UK Corporate Governance Code, and/or (c) to comply with other applicable laws. Unless this rule 15.1 is specifically mentioned and waived in an Award Certificate or other document, no recovery of an Award under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or Group Company.

By accepting an Award, each Participant agrees that the Participant shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares received upon Vesting of an Award, for a period of one hundred eighty (180) days following the occurrence of a Listing (the “Lock-Up Period”); provided, however, that nothing contained in this rule shall prevent the exercise of a repurchase option, if any, in favour of the Company during the Lock-Up Period or shall prevent the sale of Shares by the Participant or on his/her behalf during the Lock-Up Period up to an amount necessary to satisfy obligations arising pursuant to rule 4.6. Each Participant further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to Shares until the end of such period.

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SCHEDULE 1

CALIFORNIA SUB-PLAN

TO

THE ARM HOLDINGS PLC RSU AWARD PLAN

(for California residents only, to the extent required by 25102(o))

This California Sub-Plan (“California Sub-Plan”) to the Arm Holdings plc RSU Award Plan, as amended from time to time (the “Plan”), shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. This California Sub-Plan is part of the Plan. Capitalised terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this California Sub-Plan. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable laws, the following terms apply to all Awards granted to residents of the State of California, until such time as the Committee amends this California Sub-Plan or the Committee otherwise provides.

Subject to rule 2 of this California Sub-Plan, not more than an aggregate of 41,672,000 Shares may be issued under the California Sub-Plan; provided, however, that if an Award lapses or is forfeited to or repurchased by the Company due to the failure to Vest, the forfeited or repurchased Shares which were subject thereto will become available for future grant or sale under the California Sub-Plan (unless the California Sub-Plan has terminated).

In the event that any dividend (other than an ordinary dividend) or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalisation, stock split, reverse stock split, reorganisation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Committee, if and to the extent necessary in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the California Sub-Plan, will adjust the number and/or class of shares of stock that may be delivered under the California Sub-Plan. Further, the Committee will make such adjustments to an Award granted under this California Sub-Plan as required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

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This California Sub-Plan will be subject to approval by at least a majority of the outstanding securities of the Company entitled to vote by the later of (i) within twelve (12) months before or after the date this California Sub-Plan is adopted by the Company or (ii) prior to or within twelve (12) months of the granting of any Award or issuance of any security under the California Sub-Plan in California. Such shareholder approval will be obtained in the manner and to the degree required under applicable laws or the Articles. Any Award granted to any person in California before shareholder approval of this California Sub-Plan is obtained automatically will be deemed rescinded if Shareholder approval is not obtained in the manner described in this rule 3.

Any amendment of this California Sub-Plan that increases the number of Shares available for issuance under this California Sub-Plan (except as provided in rule 2 of this California Sub-Plan, above) will be subject to the approval of the shareholders by the later of (1) within twelve (12) months before or after the date the amendment to the California Sub-Plan is adopted by the Company or (2) prior to or within twelve (12) months of the granting of any Award or issuance of any security in California in reliance on such amendment. Any Award granted to any person in California in reliance of any such increase before shareholder approval of the relevant amendment to this California Sub-Plan is obtained automatically will be deemed rescinded if shareholder approval is not obtained in the manner described in this rule 4.

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EXHIBIT A

REPRESENTATION STATEMENT

PARTICIPANT:

COMPANY:       Arm Holdings plc

SECURITIES:   Ordinary Shares

AMOUNT:

DATE:

In connection with the receipt of the above-listed Securities (the “Securities”), the undersigned Participant represents to the Company the following:

Participant is familiar with rule 144, as promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act and the other rules and regulations promulgated thereunder.

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ARM HOLDINGS PLC

RULES OF THE RSU AWARD PLAN

SUB-PLAN FOR ISRAELI PARTICIPANTS

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Each 102 Award will be deemed granted on the date determined by the Committee, subject to the provisions of the Plan and this Sub-Plan, and subject further to (i) the Israeli Participant having signed all documents required by the Company or Applicable Law, and (ii) with respect to any Trustee 102 Award, the Company having provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA, such that if not all applicable documents are provided to the Trustee in accordance with guidelines, such Award will be considered as granted on the date determined by the Committee as a Non-Trustee Award.

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4

5

6

7

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The Awards granted hereunder are extraordinary, one-time Awards granted to the Israeli Participants, and are not and shall not be deemed a salary component for any purpose whatsoever, including but not limited to, in connection with calculating severance compensation under Applicable Law, nor shall receipt of an Award entitle an Israeli Participant to any future Awards.

Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all approvals for the adoption of this Sub-Plan or for any amendment to this Sub-Plan as are necessary to comply with any Applicable Law, applicable to Awards granted to Israeli Participants under this Sub-Plan or with the Company’s incorporation documents. Any amendment of this Sub-Plan shall be in accordance with rule 10 of the Plan.

Solely for the purpose of determining the Israeli tax treatment of Awards granted pursuant to this Sub-Plan, this Sub-Plan shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of law principles.

* * * * *

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Exhibit 4.7

Arm Holdings plc

THIRD AMENDED AND RESTATED

RULES OF THE ALL-EMPLOYEE PLAN 2019

Date rules adopted: 8 December 2019, as first amended and restated on 18 May 2021,

second amended and restated on 13 June 2022, and third amended and restated and adopted by Arm Holdings plc on 25 August 2023

Table of Contents

All-Employee Plan 2019

Definitions

In these rules:

“2022 Restructure” means terminations of employment in connection with a global restructure of the Group announced by the Chief Executive Officer of Arm Limited on 14 March 2022;

“Acting in Concert” has the meaning given to it in the City Code on Takeovers and Mergers;

“Adoption Date” means 8 December 2019, the date on which the Plan was adopted by Arm Limited by ordinary resolution;

“Affiliate” means, in respect of any person, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such person, or is under common Control of a third person;

“Articles” mean the articles of association of the Company from time to time;

“Award” means a Restricted Share Unit;

“Award Certificate” means a certificate in such form as may be determined by the Committee from time to time evidencing the grant of an Award to an Eligible Employee;

“Award Date” means the date which the Committee sets for the grant of an Award;

“Cause” means the termination of a Participant’s employment as a result of such Participant’s (i) being convicted of any felony or criminal offense, in each case either resulting in a custodial sentence or involving a finding of fraud or dishonesty, or (ii) committing an act or omission of wilful or gross misconduct and/or gross negligence in connection with the performance of such Participant’s duties in the course of his or her employment; provided, all initial determinations whether a termination of employment is for Cause shall be made by the Committee, in its sole discretion in good faith; provided, further, for the avoidance of doubt, in the event that an employment tribunal, court or any other regulatory body of competent jurisdiction finds that such Participant’s termination was unfair and/or unlawful, whether on a procedural or substantive basis, such termination shall not be for Cause;

“Change of Control Exit Event” means the date (being a date on or after the Adoption Date) on which: (i) a person (together with any persons Acting in Concert with such person) comes to hold more than 50 per cent of the voting rights in the Company pursuant to a transaction on bona fide arm’s length terms (other than in circumstances constituting a Permitted Change of Control) (“Share Sale”) (including, for the avoidance of doubt, the consummation of the NVIDIA Transaction); (ii) a sale of all (or substantially all) of the business, assets and undertakings of the Company and its Subsidiaries on bona fide arm’s length terms to a single buyer or to one or more buyers as part of a single transaction or series of connected transactions is completed (other than in circumstances constituting a Permitted Change of Control) (“Company Business Sale”); or (iii) the date which falls nine weeks after the date on which a Subsequent Shareholder Change of Control occurs (“Subsequent Shareholder Change of Control Exit Event”);

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“Change of Control Value” means: (i) in the case of a Share Sale, the implied value of the fully diluted share capital of the Company by reference to the consideration payable for the shares pursuant to such Share Sale; (ii) in the case of a Company Business Sale, the implied value of the fully diluted share capital of the Company by reference to the gross amount paid and payable to the Company by the purchaser(s) for the business, assets and undertakings pursuant to such Company Business Sale; or (iii) in the case of a Subsequent Shareholder Change of Control Exit Event, the Subsequent Shareholder Change of Control Value, provided that in each case: (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Committee” means the remuneration committee of the board of directors of the Company, or any sub-committee or person(s) duly authorised by it;

“Company” means Arm Holdings plc (registered no. 11299879);

“Company Business Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“Company External Debt” means any Relevant Indebtedness incurred by the Company the proceeds of which are not applied towards the business or operations of the Company or any of its Subsidiaries (and “the business or operations of the Company or any of its Subsidiaries” shall include, without limitation, the making of any investment or acquisition by such persons);

“Control” means the control by one person of another person in accordance with the following: a person (“A”) controls another person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of, or the investment adviser to, B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and the term “Controlled” has the corresponding meaning;

“Controlled Subsidiary” means a Subsidiary that is also a “subsidiary corporation”, as defined in section 424(f) of the IRS Code;

“Director” means any person occupying the office of director of the Company or any other Group Company, by whatever name called;

“Distressed Share Sale” means the realisation of any Share Security in respect of Shares (or shares in a holding company of the Company) subject to such Share Security, by the sale or appropriation of such shares for value in circumstances where the relevant Share Security has become enforceable;

“Eligibility Date” means (i) with respect to each Eligible Employee whose employment with the Group commenced on or prior to 1 April 2021, 1 April 2021 and (ii) with respect to each Eligible Employee whose employment with the Group commenced after 1 April 2021, such later date as may be approved by the Committee, if any;

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“Eligible Employee” means, subject to Rule 3 and determined as of the applicable Award Date, an employee of any Group Company (including any Director other than a non-executive Director) whose employment or service as an executive Director has not been terminated as of the applicable Award Date, provided that,

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exit Events” means the Listing Exit Event, the Change of Control Exit Event and the Longstop Exit Event;

“External Debt” means any Relevant Indebtedness: (i) incurred by any shareholder of the Company; (ii) the proceeds of which have not been applied towards the business or operations of the Company or any of its Subsidiaries (including, without limitation, the making of any investment or acquisition by the Company or any of its Subsidiaries); and (iii) in respect of which the Company, any of its Subsidiaries and/or any

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holding company of the Company which has been established primarily for the purposes of or is the subject of a Share Sale or Listing (as applicable) has either given a guarantee to, or provided any other assurance against loss for the benefit of, any creditor in relation to such Relevant Indebtedness;

“First Amendment Date” means 18 May 2021, the date on which the Plan was originally amended and restated by the Committee;

“Group” means the Company and its Subsidiaries, and any other company which is associated with the Company and is designated by the Committee for the purposes of this Plan, and the phrase “Group Company” shall be construed accordingly;

“Internal Reorganisation” means a reorganisation of the structure of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries), such that the ultimate beneficial ownership of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries) does not change;

“IoTP Group” means Arm Cloud Services Limited, Arm Cloud Technology, Inc., Kigen (UK) Limited, Kigen Denmark ApS, Kigen South Africa Proprietary Limited, and all present and future direct or indirect subsidiaries of any of the foregoing;

“IRS Code” means the US Internal Revenue Code of 1986, as amended. Reference to a specific section of the IRS Code or regulation thereunder will include such section or regulation, any valid regulation or formal guidance of general or direct applicability promulgated under such section or regulation (and any comparable provision of any future legislation, regulation or formal guidance of general or direct applicability amending, supplementing or superseding such section or regulation);

“Listing” means the admission of any of the Shares (or shares deriving therefrom following any capital reorganisation effected in connection with the Listing, including shares in a holding company of the Company) to trading becoming effective on: (i) any stock exchange (which shall include, without limitation, the London Stock Exchange, the New York Stock Exchange and NASDAQ); or (ii) any significant trading platform with at least 15 per cent of such shares in public hands, in either case, in connection with an underwritten offering of shares or as a direct introduction to listing;

“Listing Exit Event” means the first trading day that is more than 180 days after the date of admission to trading of the Shares becoming effective for the purposes of a Listing;

“Listing Value” means: (i) in the case of a Listing which is underwritten (whether comprising primary and/or secondary shares); or (ii) in the case of a Listing which is an introduction to listing only, the value of the fully diluted share capital of the Company at the volume weighted average price of the shares during the 30 trading day period from (and including) the date of the Listing (“Listing Valuation Period”), provided that in each case: (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Listing Vehicle” has the meaning given to it in rule 9.3;

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“Longstop Date” means 31 December 2025;

“Longstop Exit Event” means 9 March 2026;

“Longstop Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 42 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Longstop Vesting Hurdle” means the valuation hurdles set out in rule 2.4;

“Longstop Valuation” means the valuation process as set out in article 42.1 of the Articles;

“NVIDIA” means NVIDIA Corporation, NVIDIA International Holdings Inc., and any of their respective Subsidiaries or Affiliates;

“NVIDIA Transaction” means the transactions contemplated by the Share Purchase Agreement, dated as of 13 September 2020, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Arm Limited, Softbank Group Capital Limited and SVF Holdco (UK) Limited;

“Notice of Termination”, with respect to a Qualifying Leaver, means a notice of involuntary termination (whether in letter or other written form) issued by the appropriate official or department of any Group Company or any of its Affiliates confirming that such Qualified Leaver’s employment will be terminated;

“Notice of Termination Date”, with respect to a Qualifying Leaver, means the date of termination of such Qualifying Leaver’s employment with the Group as set forth in the relevant Notice of Termination;

“Parent” means a parent corporation as defined in section 424(e) of the IRS Code whether now or hereafter existing;

“Participant” means an Eligible Employee who has been granted an Award which has not been forfeited pursuant to these rules or otherwise;

“Participant Exit Event (TD/IoTP)” means, (i) with respect to a Participant, (a) the termination of, or voluntary resignation from, such Participant’s employment by any member of the TD Group or the IoTP Group for any reason and/or (b) if such Participant is employed by a member of the TD Group or the IoTP Group, when such employing member of either the TD Group or the IoTP Group ceases to be a Subsidiary of the Company, or (ii) with respect to a TD/IoTP Participant, (a) a Transferred Employment Event (SoftBank) with respect to such TD/IoTP Participant from employment by any member of the TD Group or the IoTP Group and/or (b) a Transferred Employment Event (TD/IoTP) with respect to such TD/IoTP Participant;

“Permitted Change of Control” means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert)

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comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), the date which falls nine weeks after such loss of control by SoftBank will constitute a Change of Control Exit Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);

“person” means any individual, body corporate, partnership, limited partnership, association, limited liability company, trust or other enterprise or entity;

“Phantom Share” has the meaning given in rule 1.4;

“Plan” means the plan constituted by these rules known as “The Arm Holdings plc All-Employee Plan 2019”, as amended from time to time;

“Primary Vesting Hurdle” means the valuation hurdles set out in rule 2.2;

“Qualifying Leaver” means a Participant who meets the following criteria: (i) they are given a Notice of Termination during the period beginning on March 30, 2022 and ending on June 30, 2022; (ii) they are notified that their termination is attributable to the 2022 Restructure; (iii) they are a US Person on the Notice of Termination Date; and (iv) following the Notice of Termination Date, they are treated as continuing to be an Eligible Employee for the purposes of sub-rule 3.1.1 because of a Qualifying Termination;

“Qualifying Termination” has the meaning given in the definition of Eligible Employee;

“Relevant Indebtedness” means any indebtedness incurred under or in relation to any loan or other debt facility, note purchase agreement or indenture, any commercial paper or overdraft facility or any other agreement, instrument or trust deed evidencing any indebtedness;

“Representation Statement” means a statement in the form attached to the Plan as Exhibit A, subject to any updates or modifications to such form prepared by the Company from time to time as the Company may deem necessary or advisable in light of changes to laws or regulations or otherwise;

“Restricted Share Unit” or “RSU” means a right to receive Shares granted under and in accordance with the rules of the Plan;

“Second Amendment Date” means 13 June 2022, the date on which the Plan was amended and restated by the Committee;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Share Security” means any charge, mortgage or other security interest over Shares in the Company (or shares in a holding company of the Company) granted from time to time by the holder of such shares to any person;

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“Shares” means fully paid ordinary shares in the capital of the Company;

“Shareholder Transfer” means any transfer of Shares between the shareholders of the Company as at the Adoption Date (which shall, for the avoidance of doubt, include such shareholders’ Affiliates), provided that in the case of any transfer pursuant to which the transferee (together with any persons Acting in Concert with it) comes to hold, directly or indirectly, more than 50 per cent of the voting rights in the Company, such transferee is indirectly or directly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser);

“Share Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“SoftBank” means SoftBank Group Corp., a corporation incorporated under the laws of Japan;

“SoftBank Group” means SoftBank, SVF, or any of their respective Subsidiaries or Affiliates (other than any member of the Group, the TD Group, or the IoTP Group);

“Subsequent Shareholder Change of Control” has the meaning given to it within the definition of Permitted Change of Control;

“Subsequent Shareholder Change of Control Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 43 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Subsidiary” means, in respect of any person, a company which is a subsidiary of such person within the meaning of section 1159 of the Companies Act 2006;

“SVF” means SoftBank Vision Fund L.P. (“Vision Fund”), SoftBank Vision Fund II L.P. (“Vision Fund II”) or any successor fund established in relation to Vision Fund or Vision Fund II, the general partner, advisor or manager of which is a direct or indirect Subsidiary of SoftBank (or, in each case, any Affiliate thereof, or any alternative investment vehicle or similar entity established in relation thereto);

“TD Group” means Treasure Data, Inc., Treasure Data US LLC, and all present and future direct or indirect subsidiaries of either of the foregoing;

“TD/IoTP Participant” means a Participant who is employed by a Group Company (other than any member of the TD Group or the IoTP Group, as applicable) who, as determined by the Committee in good faith, provides 80% or more of his/her employee services from 1 October 2020 to 31 March 2021 to, or for the primary benefit of, either the TD Group and its related business or the IoTP Group and its related business;

“Transferred Employment Event (TD/IoTP)” means, with respect to a Participant, the transfer (whether by operation of law or by consent) of such Participant’s employment to, or the assumption and/or continuation of such Participant’s employment by or with (in each case, whether directly or indirectly by virtue of a merger, consolidation, spin-off, contribution, acquisition, or other corporate transaction involving such Participant’s employer), any member of the TD Group or the IoTP Group;

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“Transferred Employment Event (SoftBank)” means, with respect to a Participant, the transfer (whether by operation of law or by consent) of such Participant’s employment to, or the assumption and/or continuation of such Participant’s employment by or with (in each case, whether directly or indirectly by virtue of a merger, consolidation, spin-off, contribution, acquisition, or other corporate transaction involving such Participant’s employer), any member of the SoftBank Group;

“Trust” means any employee share ownership trust which has been or may be established by the Company or any other Group Company to operate in conjunction with this Plan;

“Trustee” means the trustee or trustees for the time being of a Trust;

“US Person” means individuals who are United States residents, United States citizens or subject to United States federal income tax;

“Vest” means, subject to rules 2, 3 and 4, the Participant becoming entitled to receive the Shares subject to an Award and “Vesting”, “Vested” and “Unvested” will be construed accordingly;

“Vesting Date” means the date on which an Award Vests in accordance with rule 2;

“Vesting Hurdles” means the Primary Vesting Hurdle and the Longstop Vesting Hurdle;

“Vision Fund” has the meaning given to it within the definition of SVF; and

“Vision Fund II” has the meaning given to it within the definition of SVF.

References in these rules to any statutory provision are to that provision as amended or reenacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular include the plural and vice versa and words importing the masculine include the feminine and vice versa.

Except as provided in rule 6, the Committee may in its absolute discretion grant an Award to an Eligible Employee in accordance with these rules at any time after the Adoption Date.

No Award may be granted at any time after 23:59 (GMT) on 30 December 2025.

8

provided that, where a condition is being changed, the Committee considers that any changed condition will not be more challenging or detrimental to satisfy than the original condition would have been but for such circumstances occurring, and, with respect to any US Person, such change does not result in a violation of the rules of section 409A of the IRS Code so as to cause the Award to be subject to the additional tax imposed under section 409A of the IRS Code.

The Committee may exercise its discretion where it considers that it is necessary or desirable to do so, to provide that an Eligible Employee so designated by the Committee at the Award Date may receive a contingent right to receive a cash sum equal to the applicable value of a notional Share (each, a “Phantom Share”) on the date the Participant becomes unconditionally entitled to the cash sum multiplied by a number of such vested Phantom Shares on substantially the same terms as Awards, save that there shall be no entitlement to receive Shares in connection with such settlement and subject to such modifications as considered appropriate by the Committee.

9

A Participant is not required to pay for the grant of any Award.

If the Committee tries to grant an Award which is inconsistent with rule 6, the Award will be limited and will take effect from the Award Date on a basis consistent with that rule.

Subject to rule 2.2 and rule 3, an Award Vests only on the occurrence of an Exit Event and then only to the extent the relevant Vesting Hurdle is met or exceeded. The Committee must, as soon as reasonably practicable on or after the occurrence of an Exit Event:

Without prejudice to this rule 2, the Committee may, as soon as reasonably practicable on or after the occurrence of a Listing or the Longstop Date, send to each Participant details of the extent to which the relevant Vesting Hurdles have been met or exceeded.

Subject to rule 3, an Award Vests as follows on the occurrence of a Listing Exit Event or Change of Control Exit Event:

10

Subject to rule 2.5, an Award lapses if and to the extent it does not Vest on the applicable Listing Exit Event or Change of Control Exit Event.

Notwithstanding this sub-rule 2.2, the Committee may, acting unanimously, make adjustments to the Primary Vesting Hurdle in respect of a Change of Control Exit Event provided that any such adjustments are to the benefit of Participants.

Notwithstanding any other provision of this Plan, in the event of the consummation of the NVIDIA Transaction prior to the Longstop Date, then 50% of each Participant’s then outstanding RSUs and/or Phantom Shares shall Vest (regardless of whether the relevant Vesting Hurdle has been met as of the consummation of the NVIDIA Transaction), with the remaining 50% of such Participant’s RSUs and/or Phantom Shares lapsing as of the consummation of the NVIDIA Transaction, and if the Committee determines to satisfy all or part of such Vested Awards by paying an equivalent amount in cash pursuant to rule 4.9 in connection with the consummation of the NVIDIA Transaction, such cash amount shall be $38.04 per Share in respect of which such Awards have Vested (subject to rule 4.10 and, where applicable, overseas legal and regulatory requirements).

Effective as of the Second Amendment Date, notwithstanding any other provision of this Plan, the Committee shall Vest in any Participant who is a Qualifying Leaver, 50% of such Qualifying Leaver’s then outstanding Awards as at the Notice of Termination Date (regardless of whether the relevant Vesting Hurdle has been met as of the Notice of Termination Date), with the remaining 50% of such Qualifying Leaver’s Awards lapsing as of the Notice of Termination Date, and the Committee shall satisfy such Vested Awards by paying an equivalent amount in cash, such cash amount to be $38.04 per Share in respect of those Vested Awards (subject to rule 4.10 and, where applicable, overseas legal and regulatory requirements), payable within 90 days of the Notice of Termination Date.

Notwithstanding any other provision of this Plan, if the value of any Distressed Share Sale is not greater than US$32 billion, Awards shall not thereby lapse. In such circumstances, Awards shall instead remain extant (subject to the terms of the Plan and of the Award Certificate, including without limitation rule 3 and the vesting conditions set forth herein and therein).

An Award Vests as follows on the Longstop Exit Event:

11

Subject to rule 2.5, an Award shall lapse to the extent it does not Vest on such Longstop Exit Event.

Once a Listing, Change of Control Exit Event or the Longstop Date has occurred, no subsequent event shall be capable of being an Exit Event other than (x) in the case of a Listing, the related Listing Exit Event; and (y) in the case of the Longstop Date, the Longstop Exit Event, save that if a Change of Control Exit Event occurs either: (i) following a Listing but prior to the Listing Exit Event; or (ii) following the Longstop Date but prior to the Longstop Exit Event then, in each such situation:

A Participant’s Award lapses on the first to occur of:

For the purposes of sub-rule 3.1.1, a Participant is not treated as ceasing to be an Eligible Employee (i) until he/she ceases to be an employee of all Group Companies and does not recommence employment with a Group Company within 7 days of ceasing employment with the first Group Company, unless the Committee determines in good faith that a Participant will be treated as ceasing to be an Eligible Employee on the date that his/her employment is terminated or (ii) if such Participant voluntarily resigns from employment with a Group Company as part of any termination-and-subsequent rehire process implemented by the Group and structured as such

12

Participant’s voluntary resignation and rehire. A Participant who is a US Person will be treated as having ceased to be an Eligible Employee for the purposes of sub-rule 3.1.1 and all other rules of the Plan immediately upon his/her “separation from service” within the meaning of section 409A of the IRS Code.

Subject to rules 4.8, 4.9, 4.10 and the Articles, on the date on which an Award Vests as determined by the Committee in accordance with this Plan, the Committee will arrange for the transfer out of treasury, or issue to the Participant (subject to, and as provided in, the Articles) of the number of Shares in respect of which the Award has Vested. Legal title to such Shares shall be held by a nominee entity as trustee for the Participant, as further described in the Articles. The identity of such nominee entity shall be determined by the Committee at its sole discretion and the delivery of Shares subject to an Award shall be effected in such form and manner as the Committee may prescribe from time to time. The Shares deliverable hereunder must be delivered within 60 days following the date on which an Award Vests, and, with respect to a US Person, in all cases, within the “short-term deferral period” from when the Award is deemed earned for purposes of section 409A of the IRS Code.

If a Participant receives Shares after the Vesting of his/her Award by reason of a Company Business Sale:

If a Participant receives Shares after the Vesting of his/her Award by reason of a Subsequent Shareholder Change of Control Exit Event:

13

If a Participant receives Shares after the Vesting of his/her Award by reason of the Longstop Exit Event:

No notice given under sub-rule 4.2.1, sub-rule 4.2.2, sub-rule 4.3.1, sub-rule 4.3.2, sub-rule 4.4.1 or sub-rule 4.4.2 after a Listing shall have any effect.

No fraction of a Share shall be transferred out of treasury or issued to a Participant when his/her Award Vests or included in any Award which has Vested. If any fractional entitlements are produced as a result of the linear vesting of an Award following application of the relevant Vesting Hurdle, any fractional entitlements must be rounded down to the nearest whole number.

14

For the avoidance of doubt, Shares subject to an Award granted under the Plan will not be transferred out of treasury or allotted and issued to a Participant (or, where applicable, a nominee entity) before the Vesting Date.

Shares issued or transferred out of treasury on the Vesting of an Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, save as provided in these rules. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred out of treasury on the Vesting of an Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

15

Each Participant irrevocably agrees to enter into, in respect of any Shares he/she may acquire on Vesting of an Award, on or before the Vesting Date of such Award, such election(s) as the Company may specify under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003.

If a Participant ceases to be an Eligible Employee because of ill-health, injury or disability, in each case evidenced to the reasonable satisfaction of the Committee, then the Committee may, in its absolute discretion, make a cash payment to any such Participant (or in the case of a deceased Participant, such Participant’s personal representatives) in recognition of the fact of the lapse of such Participant’s Awards. The quantum of such cash payment shall be at the absolute discretion of the Committee.

If there is:

16

the Committee (acting unanimously) may adjust the number and/or class of Shares comprised in an Award as it considers appropriate but must take into account, without limitation, any expected tax consequences of such adjustment and the limit set out in rule 6.

The Committee will notify Participants of any adjustment made under this rule 7.

For the purposes of this rule 8, “Employee” means any employee of a Group Company and, to the extent such employee remains a Participant under the Plan, an employee of the SoftBank Group, the TD Group, or the IoTP Group, as applicable.

This rule 8 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his/her employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his/her favour.

17

No Participant has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. It is a term of participation in the Plan (and of each Award) and a condition of any Vesting and settlement of an Award that a Participant executes and delivers such agreements and documentation as may be reasonably requested by the Company or any other Group Company under any reasonable procedures the Company specifies. If a Participant materially fails to comply with the preceding sentence, the Committee or Company may, in its discretion, withhold delivery of any Shares or cash, subject for US Persons, to the timing of delivery rules set forth in rule 4.1. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to the Award, in consideration for, and as a condition of, the grant of an Award under the Plan.

Nothing in the Plan confers any benefit, right or expectation on a person who is not an employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Participant has received any Shares on Vesting of an Award.

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he/she does, whether voluntarily or involuntarily, then the Award immediately lapses.

18

None of the benefits received under the Plan is pensionable.

Subject to the provisions of the Plan, the Committee has absolute discretionary authority to: construe and interpret the rules of the Plan including any sub-plans or appendices to the Plan, and the terms of Awards granted under the Plan; authorise any person to execute on behalf of the Company any instrument required to implement the grant of an Award by the Committee; and to make all other determinations and take all actions deemed necessary or advisable for administering the Plan. The decisions of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan is final and conclusive and will be given the maximum deference permitted by applicable laws.

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

19

The Company and any Subsidiary may provide money to the Trustee or any other person to enable them or him/her to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006.

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he/she needs to fulfil in order to obtain or avoid the necessity for any such consent.

Any Shares acquired under the Plan are subject to the Articles.

20

Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries will have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

Subject to the rest of this rule 10, the Committee (acting unanimously) may at any time change the Plan and the terms of any Award in any way.

If the Committee proposes an amendment to the Plan or the terms of any Award, other than conditions imposed under rule 1.3, which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

21

The Committee may establish further sub-plans and appendices based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further sub-plans are treated as counting against the limit in rule 6.

The Committee may (but is not obliged to) give written notice of any changes made to any Participant affected.

English law governs the Plan and all Awards and their construction. The English Courts will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

Any Awards that Vest before the completion of a dissolution or liquidation will be settled before such completion. Any Awards that have not Vested by the time of the completion of a dissolution or liquidation will lapse.

22

In respect of any Participant for which the Company is relying on the exemption for registration provided pursuant to rule 701 of the Securities Act with respect to an Award, it is a term of participation in the Plan and each Award and a condition of any Vesting and settlement of an Award that, if the Shares have not been registered under the Securities Act at the time of the settlement of the applicable Award or at such other time as designated by the Company, if requested or required by the Company, the Participant must deliver to the Company his/her Representation Statement.

In respect of any Participant for which the Company is relying on the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to an Award and/or for which the Company is relying on the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Rule 12h-1(f) Exemption”) with respect to an Award, if and as required (i) pursuant to rule 701 of the Securities Act, if the Company is relying on the exemption from registration provided pursuant to rule 701 of the Securities Act with respect to an Award, and/or (ii) pursuant to rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the rule 12h-1(f) Exemption, then during the period of reliance on the applicable exemption and in each case of (i) and (ii), until such time as the Company becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the Company shall provide to the Participant the information described in paragraphs (e)(3), (4), and (5) of rule 701 under the Securities Act no less frequently than every six months, with the financial statements being not more than 180 days old, and with such information provided either by: (x) physical or electronic delivery to the Participants; or (y) by written notice to the Participants of the availability of the information on an internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the rule 12h-1(f) Exemption) or rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to rule 701 of the Securities Act).

All Awards granted under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. Unless this rule 15 is specifically mentioned and waived in an Award Certificate or other document, no recovery of compensation under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any other Group Company.

23

SCHEDULE 1

CALIFORNIA SUB-PLAN

TO

THE ARM HOLDINGS PLC ALL-EMPLOYEE PLAN 2019

(for California residents only, to the extent required by 25102(o))

This California Sub-Plan (“California Sub-Plan”) to the Arm Holdings plc All-Employee Plan 2019, as amended from time to time (the “Plan”) shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. This California Sub-Plan is part of the Plan. Capitalised terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this California Sub-Plan. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable laws, the following terms apply to all Awards granted to residents of the State of California, until such time as the Committee amends this California Sub-Plan or the Committee otherwise provides.

Subject to rule 2 of this California Sub-Plan, not more than an aggregate of 23,133,000 Shares may be issued under the California Sub-Plan; provided, however, that if an Award lapses or is forfeited to or repurchased by the Company due to the failure to Vest, the forfeited or repurchased Shares which were subject thereto will become available for future grant or sale under the California Sub-Plan (unless the California Sub-Plan has terminated).

In the event that any dividend (other than an ordinary dividend) or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalisation, stock split, reverse stock split, reorganisation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Committee, if and to the extent necessary in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the California Sub-Plan, will adjust the number and/or class of shares of stock that may be delivered under the California Sub-Plan. Further, the Committee will make such adjustments to an Award granted under this California Sub-Plan as required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

24

This California Sub-Plan will be subject to approval by at least a majority of the outstanding securities of the Company entitled to vote by the later of (i) within twelve (12) months before or after the date this California Sub-Plan is adopted by the Company or (ii) prior to or within twelve (12) months of the granting of any Award or issuance of any security under the California Sub-Plan in California. Such shareholder approval will be obtained in the manner and to the degree required under applicable laws or the Articles. Any Award granted to any person in California before shareholder approval of this California Sub-Plan is obtained automatically will be deemed rescinded if Shareholder approval is not obtained in the manner described in this rule 3.

Any amendment of this California Sub-Plan that increases the number of Shares available for issuance under this California Sub-Plan (except as provided in rule 2 of this California Sub-Plan, above) will be subject to the approval of the shareholders by the later of (1) within twelve (12) months before or after the date the amendment to the California Sub-Plan is adopted by the Company or (2) prior to or within twelve (12) months of the granting of any Award or issuance of any security in California in reliance on such amendment. Any Award granted to any person in California in reliance of any such increase before shareholder approval of the relevant amendment to this California Sub-Plan is obtained automatically will be deemed rescinded if shareholder approval is not obtained in the manner described in this rule 4.

25

EXHIBIT A

REPRESENTATION STATEMENT

PARTICIPANT:

COMPANY:     Arm Holdings plc

SECURITIES: Ordinary Shares

AMOUNT:

DATE:

In connection with the receipt of the above-listed Securities (the “Securities”), the undersigned Participant represents to the Company the following:

Participant is familiar with rule 144, as promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act and the other rules and regulations promulgated thereunder.

26

SCHEDULE 2

FRENCH SUB-PLAN

TO

THE ARM HOLDINGS PLC ALL-EMPLOYEE PLAN 2019

This French Sub-Plan has been produced to comply with the provisions set forth in articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code. Awards granted to Eligible Employees of the Controlled Subsidiaries incorporated in France under this French Sub-Plan are granted on the terms of the Arm Holdings plc All-Employee Plan 2019 (as amended from time to time, the “Plan”) as modified as set out in this Schedule 2. Capitalised terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this French Sub-Plan. This French Sub-Plan is part of the Plan.

Definitions

In these rules:

“Acting in Concert” has the meaning given to it in the City Code on Takeovers and Mergers;

“Adoption Date” means 8 December 2019, the date on which the Plan was adopted by the Company by ordinary resolution;

“Affiliate” means, in respect of any person, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such person, or is under common Control of a third person;

“Articles” mean the articles of association of the Company from time to time;

“Award” means a Restricted Share Unit;

“Award Certificate” means a certificate in such form as may be determined by the Committee from time to time evidencing the grant of an Award to an Eligible Employee;

“Award Date” means the date which the Committee sets for the grant of an Award;

“Change of Control Exit Event” means the date (being a date on or after the Adoption Date) on which: (i) a person (together with any persons Acting in Concert with such person) comes to hold more than 50 per cent of the voting rights in the Company pursuant to a transaction on bona fide arm’s length terms (other than in circumstances constituting a Permitted Change of Control) (“Share Sale”); (ii) a sale of all (or substantially all) of the business, assets and undertakings of the Company and its Subsidiaries on bona fide arm’s length terms to a single buyer or to one or more buyers as part of a single transaction or series of connected transactions is completed (other than in circumstances constituting a Permitted Change of Control) (“Company Business Sale”); or (iii) the date which falls nine weeks after the date on which a Subsequent Shareholder Change of Control occurs (“Subsequent Shareholder Change of Control Exit Event”);

“Change of Control Value” means: (i) in the case of a Share Sale, the implied value of the fully diluted share capital of the Company by reference to the consideration payable for the shares pursuant to such Share Sale; (ii) in the case of a Company Business Sale, the implied value of the fully diluted share capital of the Company by reference to the gross amount paid and payable to the Company by the purchaser(s) for the business, assets and undertakings pursuant to such Company Business Sale; or (iii) in the case of a Subsequent Shareholder Change of Control Exit Event, the Subsequent Shareholder Change of Control Value, provided that in each case: (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Committee” means the remuneration committee of the board of directors of the Company, acting within the scope of the delegation of powers granted by the board of directors of the Company on 11 September 2019, or any sub-committee or person(s) duly authorised by it;

“Company” means Arm Holdings plc (registered no. 11299879);

“Company Business Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“Company External Debt” means any Relevant Indebtedness incurred by the Company the proceeds of which are not applied towards the business or operations of the Company or any of its Subsidiaries (and “the business or operations of the Company or any of its Subsidiaries” shall include, without limitation, the making of any investment or acquisition by such persons);

“Control” means the control by one person of another person in accordance with the following: a person (“A”) controls another person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of, or the investment adviser to, B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and the term “Controlled” has the corresponding meaning;

“Controlled Subsidiary” means a Subsidiary that is also a “subsidiary corporation”, as defined in section 424(f) of the IRS Code;

“Director” means any person occupying the office of director of the Company or any other Group Company, by whatever name called;

“Distressed Share Sale” means the realisation of any Share Security in respect of Shares (or shares in a holding company of the Company) subject to such Share Security, by the sale or appropriation of such shares for value in circumstances where the relevant Share Security has become enforceable;

“Eligible Employee” means an employee (whether contracted to work-full time or part-time) of any Group Company incorporated in France whose employment contract has not been terminated, provided that, an “Eligible Employee” will not include any employee of a Group Company which is not a French incorporated Controlled Subsidiary;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

2

“Exit Events” means the Listing Exit Event, the Change of Control Exit Event and the Longstop Exit Event;

“External Debt” means any Relevant Indebtedness: (i) incurred by any shareholder of the Company; (ii) the proceeds of which have not been applied towards the business or operations of the Company or any of its Subsidiaries (including, without limitation, the making of any investment or acquisition by the Company or any of its Subsidiaries) and (iii) in respect of which the Company, any of its Subsidiaries and/or any holding company of the Company which has been established primarily for the purposes of or is the subject of a Share Sale or Listing (as applicable) has either given a guarantee to, or provided any other assurance against loss for the benefit of, any creditor in relation to such Relevant Indebtedness;

“Group” means the Company and its Subsidiaries and any other company which is associated with the Company and is designated by the Committee for the purposes of this Plan, and the phrase “Group Company” shall be construed accordingly;

“Holding Period” means a period in which the Participant must not transfer, assign or otherwise dispose of his or her Shares or any rights in respect of the Shares, save as required by applicable law;

“Internal Reorganisation” means a reorganisation of the structure of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries), such that the ultimate beneficial ownership of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries) does not change;

“IRS Code” means the US Internal Revenue Code of 1986, as amended. Reference to a specific section of the IRS Code or regulation thereunder will include such section or regulation, any valid regulation or formal guidance of general or direct applicability promulgated under such section or regulation (and any comparable provision of any future legislation, regulation or formal guidance of general or direct applicability amending, supplementing or superseding such section or regulation);

“Listing” means the admission of any of the Shares (or shares deriving therefrom following any capital reorganisation effected in connection with the Listing, including shares in a holding company of the Company) to trading becoming effective on: (i) any stock exchange (which shall include, without limitation, the London Stock Exchange, the New York Stock Exchange and NASDAQ); or (ii) any significant trading platform with at least 15 per cent of such shares in public hands, in either case, in connection with an underwritten offering of shares or as a direct introduction to listing;

“Listing Exit Event” means the first trading day that is more than 180 days after the date of admission to trading of the Shares becoming effective for the purposes of a Listing;

“Listing Value” means: (i) in the case of a Listing which is underwritten (whether comprising primary and/or secondary shares); or (ii) in the case of a Listing which is an introduction to listing only, the value of the fully diluted share capital of the Company at the volume weighted average price of the shares during the 30 trading day period from (and including) the date of the Listing (“Listing Valuation Period”), provided that in each case: (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

3

“Longstop Date” means 31 December 2025;

“Longstop Exit Event” means 9 March 2026;

“Longstop Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 42 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Longstop Vesting Hurdle” means the valuation hurdles set out in rule 2.4;

“Longstop Valuation” means the valuation process as set out in article 42.1 of the Articles;

“Ordinary Shares” means the ordinary shares in the capital of the Company, having the rights, and being subject to the restrictions, as set out in the Articles and specified therein as Ordinary Shares;

“Ordinary A Shares” means the ordinary A shares in the capital of the Company, having the rights, and being subject to the restrictions, as set out in the Articles and specified therein as Ordinary A Shares;

“Participant” means an Eligible Employee who has been granted and remains entitled to an Award;

“Permitted Change of Control” means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert) comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), the date which falls nine weeks after such loss of control by SoftBank will constitute a Change of Control Exit Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);

“person” means any individual, body corporate, partnership, limited partnership, association, limited liability company, trust or other enterprise or entity;

“Plan” means the plan constituted by these rules known as “The Arm Holdings plc All-Employee Plan 2019”, as amended from time to time;

“Primary Vesting Hurdle” means the valuation hurdles set out in rule 2.2;

4

“Relevant Indebtedness” means any indebtedness incurred under or in relation to any loan or other debt facility, note purchase agreement or indenture, any commercial paper or overdraft facility or any other agreement, instrument or trust deed evidencing any indebtedness;

“Representation Statement” means a statement in the form attached to the Plan as Exhibit A, subject to any updates or modifications to such form prepared by the Company from time to time as the Company may deem necessary or advisable in light of changes to laws or regulations or otherwise;

“Request” has the meaning given to that term in rule 5.1;

“Request Date” has the meaning given to that term in rule 5.1;

“Restricted Share Unit” or “RSU” means a right granted under and in accordance with the rules of the Plan to receive: (i) Ordinary Shares, on a Listing Exit Event, on a Change of Control Exit Event that occurs after a Listing, or where a Request is properly made under rule 5.1 and the Request Date is on or after a Listing; or (ii) Ordinary A Shares, on a Change of Control Exit Event that occurs before a Listing, a Longstop Exit Event or where a Request is properly made under rule 5.1 and the Request Date is before a Listing;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Share Security” means any charge, mortgage or other security interest over Shares in the Company (or shares in a holding company of the Company) granted from time to time by the holder of such shares to any person;

“Shares” means Ordinary Shares and/or Ordinary A Shares (as applicable);

“Shareholder Transfer” means any transfer of Shares between the shareholders of the Company as at the Adoption Date (which shall, for the avoidance of doubt, include such shareholders’ Affiliates), provided that in the case of any transfer pursuant to which the transferee (together with any persons Acting in Concert with it) comes to hold, directly or indirectly, more than 50 per cent of the voting rights in the Company, such transferee is indirectly or directly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser);

“Share Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“SoftBank” means SoftBank Group Corp., a corporation incorporated under the laws of Japan;

“Subsequent Shareholder Change of Control” has the meaning given to it within the definition of Permitted Change of Control;

“Subsequent Shareholder Change of Control Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 43 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

5

“Subsidiary” means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

“SVF” means SoftBank Vision Fund L.P. (“Vision Fund”), SoftBank Vision Fund II L.P. (“Vision Fund II”) or any successor fund established in relation to Vision Fund or Vision Fund II, the general partner, advisor or manager of which is a direct or indirect Subsidiary of SoftBank (or, in each case, any Affiliate thereof, or any alternative investment vehicle or similar entity established in relation thereto);

“Trust” means any employee share ownership trust which has been or may be established by the Company or any other Group Company to operate in conjunction with this Plan;

“Trustee” means the trustee or trustees for the time being of a Trust;

“US Person” means individuals who are United States residents, United States citizens or subject to United States federal income tax;

“Vest” means, subject to rules 2, 3, 4 and 5, the Participant becoming entitled to receive the Shares subject to an Award and “Vesting”, “Vested” and “Unvested” will be construed accordingly;

“Vesting Date” means the date on which an Award Vests in accordance with the rules of the Plan;

“Vesting Hurdles” means the Primary Vesting Hurdle and the Longstop Vesting Hurdle;

“Vision Fund” has the meaning given to it within the definition of SVF; and

“Vision Fund II” has the meaning given to it within the definition of SVF.

References in these rules to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular include the plural and vice versa and words importing the masculine include the feminine and vice versa.

The Committee may in its absolute discretion grant an Award to an Eligible Employee in accordance with these rules at any time after the Adoption Date, except:

No Award may be granted at any time after 23:59 (GMT) on 30 December 2025.

6

The Committee may impose other conditions, additional to the terms of the Plan, on the Vesting of an Award, provided that they are specified at the Award Date.

A Participant is not required to pay for the grant of any Award.

If the Committee tries to grant an Award which is inconsistent with rule 6, the Award will be limited and will take effect from the Award Date on a basis consistent with that rule.

Subject to rule 3, an Award Vests after the later of: (A) two years from the Award Date; and (B) the occurrence of an Exit Event, and then only to the extent the relevant Vesting Hurdle is met or exceeded, except that if:

7

save that, if, during a Holding Period, the Participant ceases to be an Eligible Employee because of disability within the meaning of the second and third of the categories provided for in Article L. 341-4 of the French Social Security Code, the Participant’s Shares cease to be subject to a Holding Period.

Subject to rule 3, an Award Vests as follows on the occurrence of a Listing Exit Event or Change of Control Exit Event:

8

Subject to rule 2.5, an Award lapses if and to the extent it does not Vest on the applicable Listing Exit Event or Change of Control Exit Event.

Notwithstanding this sub-rule 2.2, the Committee may, acting unanimously, make adjustments to the Primary Vesting Hurdle in respect of a Change of Control Exit Event provided that any such adjustments are to the benefit of Participants.

Notwithstanding any other provision of this Plan, if the value of any Distressed Share Sale is not greater than US$32 billion, Awards shall not thereby lapse. In such circumstances, Awards shall instead remain extant (subject to the terms of the Plan and of the Award Certificate, including without limitation rule 3 and the vesting conditions set forth herein and therein).

An Award Vests as follows on the Longstop Exit Event:

Subject to rule 2.5, an Award shall lapse to the extent it does not Vest on such Longstop Exit Event.

Once a Listing, Change of Control Exit Event or the Longstop Date has occurred, no subsequent event shall be capable of being an Exit Event other than (x) in the case of a Listing, the related Listing Exit Event; and (y) in the case of the Longstop Date, the Longstop Exit Event, save that if a Change of Control Exit Event occurs and, in the case of a Change of Control Exit Event other than a Subsequent Shareholder Change of Control Exit Event, such Change of Control Exit Event occurs on or after the date that is two years after the Award Date, either: (i) following a Listing but prior to the Listing Exit Event; or (ii) following the Longstop Date but prior to the Longstop Exit Event then, in each such situation:

9

A Participant’s Award lapses on the first to occur of:

For the purposes of sub-rule 3.1.1, a Participant is not treated as ceasing to be an Eligible Employee until he/she ceases to be an employee of all Group Companies and does not recommence employment with a Group Company within 7 days, unless the Committee determines that a Participant will be treated as ceasing to be an Eligible Employee on the date that his/her employment is terminated. A Participant who is a US Person will be treated as having ceased to be an Eligible Employee for the purposes of sub-rule 3.1.1 and all other rules of the Plan immediately upon his/her “separation from service” within the meaning of section 409A of the IRS Code.

10

Subject to rules 4.4, 4.5 and the Articles, on the date on which an Award Vests as determined by the Committee in accordance with this Plan, the Committee will arrange for the transfer out of treasury, or issue to the Participant (subject to, and as provided in, the Articles) of the number of Shares in respect of which the Award has Vested (which shall include, for the avoidance of doubt, Vesting in accordance with rule 5.1). The delivery of Shares subject to an Award shall be effected in such form and manner as the Committee may prescribe from time to time. The Shares deliverable hereunder must be delivered, with respect to a US Person, within the “short-term deferral period” from when the Award is deemed earned for purposes of section 409A of the IRS Code.

No fraction of a Share shall be transferred out of treasury or issued to a Participant when his/her Award Vests or included in any Award which has Vested. If any fractional entitlements are produced as a result of the linear vesting of an Award following application of the relevant Vesting Hurdle, any fractional entitlements must be rounded down to the nearest whole number.

For the avoidance of doubt, Shares subject to an Award granted under the Plan will not be transferred out of treasury or allotted and issued to a Participant before the Vesting Date.

Shares issued or transferred out of treasury on the Vesting of an Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, save as provided in these rules. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred out of treasury on the Vesting of an Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

11

Each Participant irrevocably agrees to enter into, in respect of any Shares he/she may acquire on Vesting of an Award, on or before the Vesting Date of such Award, such election(s) as the Company may specify under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003.

12

If there is an event having an effect on: (i) the share capital of the Company; or (ii) the value of the Shares before the Vesting Date (notably a merger, demerger or an operation listed in the article L. 225-181 of the French Commercial Code), the Committee (acting unanimously) may adjust the number and/or class of Shares comprised in an Award as it considers appropriate but must take into account, without limitation, any expected tax consequences of such adjustment.

13

The Committee will notify Participants of any adjustment made under this rule 7.

For the purposes of this rule 8, “Employee” means any employee of a Group Company.

This rule 8 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his/her employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the Employee to the exercise of any discretion in his/her favour.

No Participant has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

14

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. It is a term of participation in the Plan (and of each Award) and a condition of any Vesting and settlement of an Award that a Participant executes and delivers such agreements and documentation as may be reasonably requested by the Company or any other Group Company under any reasonable procedures the Company specifies. If a Participant materially fails to comply with the preceding sentence, the Committee or Company may, in its discretion, withhold delivery of any Shares, subject for US Persons, to the timing of delivery rules set forth in rule 4.1. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to the Award, in consideration for, and as a condition of, the grant of an Award under the Plan.

Nothing in the Plan confers any benefit, right or expectation on a person who is not an employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Participant has received any Shares on Vesting of an Award.

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he/she does, whether voluntarily or involuntarily, then the Award immediately lapses.

None of the benefits received under the Plan is pensionable.

Subject to the provisions of the Plan, the Committee has absolute discretionary authority to: construe and interpret the rules of the Plan including any sub-plans or appendices to the Plan, and the terms of Awards granted under the Plan; authorise any person to execute on behalf of the Company any instrument required to implement the grant of an Award by the Committee; and to make all other determinations and take all actions deemed necessary or advisable for administering the Plan. The decisions of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan is final and conclusive and will be given the maximum deference permitted by applicable laws.

15

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

The Company and any Subsidiary may provide money to the Trustee or any other person to enable them or him/her to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006.

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he/she needs to fulfil in order to obtain or avoid the necessity for any such consent.

16

Any Shares acquired under the Plan are subject to the Articles.

Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries will have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

Subject to the rest of this rule 10, the Committee (acting unanimously) may at any time change the Plan and the terms of any Award in any way.

If the Committee proposes an amendment to the Plan or the terms of any Award other than conditions imposed under rule 1.3, which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

17

The Committee may (but is not obliged to) give written notice of any changes made to any Participant affected.

English law governs the Plan and all Awards and their construction. The English Courts will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

18

Any Awards that Vest before the completion of a dissolution or liquidation will be settled before such completion. Any Awards that have not Vested by the time of the completion of a dissolution or liquidation will lapse.

In respect of any Participant for which the Company is relying on the exemption for registration provided pursuant to rule 701 of the Securities Act with respect to an Award, it is a term of participation in the Plan and each Award and a condition of any Vesting and settlement of an Award that, if the Shares have not been registered under the Securities Act at the time of the settlement of the applicable Award or at such other time as designated by the Company, if requested or required by the Company, the Participant must deliver to the Company his/her Representation Statement.

In respect of any Participant for which the Company is relying on the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to an Award and/or for which the Company is relying on the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Rule 12h-1(f) Exemption”) with respect to an Award, if and as required (i) pursuant to rule 701 of the Securities Act, if the Company is relying on the exemption from registration provided pursuant to rule 701 of the Securities Act with respect to an Award, and/or (ii) pursuant to rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the rule 12h-1(f) Exemption, then during the period of reliance on the applicable exemption and in each case of (i) and (ii) until such time as the Company becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the Company shall provide to the Participant the information described in paragraphs (e)(3), (4), and (5) of rule 701 under the Securities Act no less frequently than every six months with the financial statements being not more than 180 days old and with such information provided either by: (x) physical or electronic delivery to the Participants; or (y) by written notice to the Participants of the availability of the information on an internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the rule 12h-1(f) Exemption) or rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to rule 701 of the Securities Act).

All Awards granted under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. Unless this rule 15 is specifically mentioned and

19

waived in an Award Certificate or other document, no recovery of compensation under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or Group Company.

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EXHIBIT A

REPRESENTATION STATEMENT

PARTICIPANT:

COMPANY:        Arm Holdings plc

SECURITIES:    Ordinary Shares

AMOUNT:

DATE:

In connection with the receipt of the above-listed Securities (the “Securities”), the undersigned Participant represents to the Company the following:

Participant is familiar with rule 144, as promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act and the other rules and regulations promulgated thereunder.

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Exhibit 4.8

Arm Holdings plc

AMENDED AND RESTATED

RULES OF THE EXECUTIVE IPO PLAN 2019

Date adopted: 6 December 2019, as amended and restated on 6 September 2022, and adopted by Arm Holdings plc on 25 August 2023

Table of Contents

Executive IPO Plan 2019

Definitions

In these rules:

“Acting in Concert” has the meaning given to it in the City Code on Takeovers and Mergers;

“Adoption Date” means 6 December 2019, the date on which the Plan was adopted by Arm Limited by ordinary resolution;

“Affiliate” means, in respect of any person, any other person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such person, or is under common Control of a third person;

“Articles” mean the articles of association of the Company from time to time;

“Award” means a Restricted Share Unit;

“Award Certificate” means a certificate in such form as may be determined by the Committee from time to time evidencing the grant of an Award to an Eligible Employee;

“Award Date” means the date which the Committee sets for the grant of an Award;

“Change of Control Exit Event” means the date (being a date on or after the Adoption Date) on which: (i) a person (together with any persons Acting in Concert with such person) comes to hold more than 50 per cent of the voting rights in the Company pursuant to a transaction on bona fide arm’s length terms (other than in circumstances constituting a Permitted Change of Control) (“Share Sale”); (ii) a sale of all (or substantially all) of the business, assets and undertakings of the Company and its Subsidiaries on bona fide arm’s length terms to a single buyer or to one or more buyers as part of a single transaction or series of connected transactions is completed (other than in circumstances constituting a Permitted Change of Control) (“Company Business Sale”); or (iii) the date which falls nine weeks after the date on which a Subsequent Shareholder Change of Control occurs (“Subsequent Shareholder Change of Control Exit Event”);

“Committee” means the remuneration committee of the board of directors of the Company, or any sub-committee or person(s) duly authorised by it;

“Company” means Arm Holdings plc (registered no. 11299879);

“Company Business Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“Company External Debt” means any Relevant Indebtedness incurred by the Company the proceeds of which are not applied towards the business or operations of the Company or any of its Subsidiaries (and “the business or operations of the Company or any of its Subsidiaries” shall include, without limitation, the making of any investment or acquisition by such persons);

1

“Control” means the control by one person of another person in accordance with the following: a person (“A”) controls another person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of, or the investment adviser to, B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and the term “Controlled” has the corresponding meaning;

“Controlled Subsidiary” means a Subsidiary that is also a “subsidiary corporation”, as defined in section 424(f) of the IRS Code;

“Director” means any person occupying the office of director of the Company or any other Group Company, by whatever name called;

“Distressed Share Sale” means the realisation of any Share Security in respect of Shares (or shares in a holding company of the Company) subject to such Share Security, by the sale or appropriation of such shares for value in circumstances where the relevant Share Security has become enforceable;

“Eligible Employee” means: (i) an employee who, at the time of grant, is a member of the Company’s Executive Committee; and (ii) any other employee designated as an “Eligible Employee” by the Committee (acting unanimously) in its absolute discretion, in each case, who is not under notice of termination (given or received) in relation to his/her employment or his/her service as an executive Director, provided that, with respect to any US Person or any other person with respect to whom the Company is relying on Rule 701 of the Securities Act with respect to any Award, “Eligible Employee” will not include any employee of a Group Company that is not the Company, a Controlled Subsidiary or a Parent of the Company;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exit Events” means the Listing Exit Event, the Change of Control Exit Event and the Longstop Exit Event;

“External Debt” means any Relevant Indebtedness: (i) incurred by any shareholder of the Company; (ii) the proceeds of which have not been applied towards the business or operations of the Company or any of its Subsidiaries (including, without limitation, the making of any investment or acquisition by the Company or any of its Subsidiaries); and (iii) in respect of which the Company, any of its Subsidiaries and/or any holding company of the Company which has been established primarily for the purposes of or is the subject of a Share Sale or Listing (as applicable) has either given a guarantee to, or provided any other assurance against loss for the benefit of, any creditor in relation to such Relevant Indebtedness;

“Group” means the Company and its Subsidiaries and any other company which is associated with the Company and is designated by the Committee for the purposes of this Plan, and the phrase “Group Company” shall be construed accordingly;

“Internal Reorganisation” means a reorganisation of the structure of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries), such that the ultimate beneficial ownership of the Company and its Subsidiaries (or all or substantially all of the business, assets and undertakings of the Company and its Subsidiaries) does not change;

2

“IRS Code” means the US Internal Revenue Code of 1986, as amended. Reference to a specific section of the IRS Code or regulation thereunder will include such section or regulation, any valid regulation or formal guidance of general or direct applicability promulgated under such section or regulation (and any comparable provision of any future legislation, regulation or formal guidance of general or direct applicability amending, supplementing or superseding such section or regulation);

“Listing” means the admission of any of the Shares (or shares deriving therefrom following any capital reorganisation effected in connection with the Listing, including shares in a holding company of the Company) to trading becoming effective on: (i) any stock exchange (which shall include, without limitation, the London Stock Exchange, the New York Stock Exchange and NASDAQ); or (ii) any significant trading platform with at least 15 per cent of such shares in public hands, in either case, in connection with an underwritten offering of shares or as a direct introduction to listing;

“Listing Exit Event” means the date of the Listing;

“Listing Vehicle” has the meaning given to it in rule 9.3;

“Lock-Up Period” has the meaning given to it in rule 16;

“Longstop Date” means 31 December 2025;

“Longstop Exit Event” means 9 March 2026;

“Longstop Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 42 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

“Parent” means a parent corporation as defined in section 424(e) of the IRS Code whether now or hereafter existing;

“Participant” means an Eligible Employee who has been granted and remains entitled to an Award;

“Permitted Change of Control” means: (i) a person (together with any persons Acting in Concert with such person) coming to hold directly or indirectly more than 50 per cent of the voting rights in SoftBank; (ii) a Shareholder Transfer, provided that if a transferee which (together with any persons Acting in Concert) comes to hold more than 50 per cent of the voting rights in the Company subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser) (“Subsequent Shareholder Change of Control”), the date which falls nine weeks after such loss of control by SoftBank will constitute a Change of Control Exit Event; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganisation; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale);

3

“person” means any individual, body corporate, partnership, limited partnership, association, limited liability company, trust or other enterprise or entity;

“Phantom Share” has the meaning given in rule 1.3;

“Plan” means the plan constituted by these rules known as “The Executive IPO Plan 2019”, as amended from time to time;

“Relevant Indebtedness” means any indebtedness incurred under or in relation to any loan or other debt facility, note purchase agreement or indenture, any commercial paper or overdraft facility or any other agreement, instrument or trust deed evidencing any indebtedness;

“Representation Statement” means a statement in the form attached to the Plan as Exhibit A, subject to any updates or modifications to such form prepared by the Company from time to time as the Company may deem necessary or advisable in light of changes to laws or regulations or otherwise;

“Restricted Share Unit” or “RSU” means a right to receive Shares granted under and in accordance with the rules of the Plan;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Share Security” means any charge, mortgage or other security interest over Shares in the Company (or shares in a holding company of the Company) granted from time to time by the holder of such shares to any person;

“Shares” means fully paid ordinary shares in the capital of the Company;

“Shareholder Transfer” means any transfer of Shares between the shareholders of the Company as at the Adoption Date (which shall, for the avoidance of doubt, include such shareholders’ Affiliates), provided that in the case of any transfer pursuant to which the transferee (together with any persons Acting in Concert with it) comes to hold, directly or indirectly, more than 50 per cent of the voting rights in the Company, such transferee is indirectly or directly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser);

“Share Sale” has the meaning given to it within the definition of Change of Control Exit Event;

“SoftBank” means SoftBank Group Corp., a corporation incorporated under the laws of Japan;

“Subsequent Shareholder Change of Control” has the meaning given to it within the definition of Permitted Change of Control;

“Subsequent Shareholder Change of Control Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 43 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;

4

“Subsidiary” means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

“SVF” means SoftBank Vision Fund L.P. (“Vision Fund”), SoftBank Vision Fund II L.P. (“Vision Fund II”) or any successor fund established in relation to Vision Fund or Vision Fund II, the general partner, advisor or manager of which is a direct or indirect Subsidiary of SoftBank (or, in each case, any Affiliate thereof, or any alternative investment vehicle or similar entity established in relation thereto);

“Trust” means any employee share ownership trust which has been or may be established by the Company or any other Group Company to operate in conjunction with this Plan;

“Trustee” means the trustee or trustees for the time being of a Trust;

“US Person” means individuals who are United States residents, United States citizens or subject to United States federal income tax;

“Vest” means, subject to rules 2, 3 and 4, the Participant becoming entitled to receive the Shares subject to an Award and “Vesting”, “Vested” and “Unvested” will be construed accordingly;

“Vesting Date” means the date on which an Award Vests in accordance with rule 2;

“Vision Fund” has the meaning given to it within the definition of SVF; and

“Vision Fund II” has the meaning given to it within the definition of SVF.

References in these rules to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular include the plural and vice versa and words importing the masculine include the feminine and vice versa.

Except as provided in rule 6, the Committee may in its absolute discretion grant an Award to an Eligible Employee in accordance with these Rules at any time after the Adoption Date.

No Award may be granted at any time after 23:59 (GMT) on 30 December 2025.

The Committee may exercise its discretion where it considers that it is necessary or desirable to do so, to provide that an Eligible Employee so designated by the Committee at the Award Date may receive a contingent right to receive a cash sum equal to the applicable value of a notional Share (each, a “Phantom Share”) on the date the Participant becomes unconditionally entitled to the cash sum multiplied by a number of such vested Phantom Shares on substantially the same terms as Awards, save that there shall be no entitlement to receive Shares in connection with such settlement and subject to such modifications as considered appropriate by the Committee.

5

A Participant is not required to pay for the grant of any Award.

If the Committee tries to grant an Award which is inconsistent with rule 6, the Award will be limited and will take effect from the Award Date on a basis consistent with that rule.

Subject to rule 3, an Award Vests only on the occurrence of an Exit Event. The Committee must, as soon as reasonably practicable on or after the occurrence of an Exit Event, confirm to each Participant that such Participant’s Award has Vested.

6

Once a Listing, Change of Control Exit Event or the Longstop Date has occurred, no subsequent event shall be capable of being an Exit Event other than (x) in the case of a Listing, the related Listing Exit Event; and (y) in the case of the Longstop Date, the Longstop Exit Event, save that if a Change of Control Exit Event occurs following the Longstop Date but prior to the Longstop Exit Event, Awards shall be capable of Vesting only on the occurrence of the Change of Control Exit Event and not the Longstop Exit Event.

A Participant’s Award lapses on the first to occur of:

For the purposes of sub-rule 3.1.1, a Participant is not treated as ceasing to be an Eligible Employee until he/she ceases to be an employee of all Group Companies and does not recommence employment with a Group Company within 7 days, unless the Committee determines that a Participant will be treated as ceasing to be an Eligible Employee on the date that he/she gives or receives notice of termination of his/her employment. A Participant who is a US Person will be treated as having ceased to be an Eligible Employee for the purposes of sub-rule 3.1.1 and all other rules of the Plan immediately upon his/her “separation from service” within the meaning of section 409A of the IRS Code.

Subject to rules 4.8, 4.9, 4.10 and the Articles, on the date on which an Award Vests as determined by the Committee in accordance with this Plan, the Committee will arrange for the transfer out of treasury, or issue to the Participant (subject to, and as provided in, the Articles) of the number of Shares in respect of which the Award has Vested. Legal title to such Shares shall be held by a nominee entity as trustee for the Participant, as further described in the Articles. The identity of such nominee entity shall be determined by the Committee at its sole discretion and the delivery of Shares subject to an Award shall be effected in such form and manner as the Committee may prescribe from time to time. The Shares deliverable hereunder must be delivered within 60 days following the date on which an Award Vests, and, with respect to a US Person, in all cases, within the “short-term deferral period” from when the Award is deemed earned for purposes of section 409A of the IRS Code.

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If a Participant receives Shares after the Vesting of his/her Award by reason of a Company Business Sale:

If a Participant receives Shares after the Vesting of his/her Award by reason of a Subsequent Shareholder Change of Control Exit Event:

If a Participant receives Shares after the Vesting of his/her Award by reason of the Longstop Exit Event:

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No notice given under sub-rule 4.2.1, sub-rule 4.2.2, sub-rule 4.3.1, sub-rule 4.3.2, sub-rule 4.4.1 or sub-rule 4.4.2 after a Listing shall have any effect.

For the avoidance of doubt, Shares subject to an Award granted under the Plan will not be transferred out of treasury or allotted and issued to a Participant (or, where applicable, a nominee entity) before the Vesting Date.

Shares issued or transferred out of treasury on the Vesting of an Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, save as provided in these rules. They will not rank for any rights attaching to Shares by reference to a record date before the date of issue or transfer. Where Shares are transferred out of treasury on the Vesting of an Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

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Each Participant irrevocably agrees to enter into, in respect of any Shares he/she may acquire on Vesting of an Award, on or before the Vesting Date of such Award, such election(s) as the Company may specify under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003.

If a Participant ceases to be an Eligible Employee because of ill-health, injury or disability, in each case evidenced to the reasonable satisfaction of the Committee, then the Committee may, in its absolute discretion, make a cash payment to any such Participant (or in the case of a deceased Participant, such Participant’s personal representatives) in recognition of the fact of the lapse of such Participant’s Awards. The quantum of such cash payment shall be at the absolute discretion of the Committee.

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If there is:

the Committee (acting unanimously) may adjust the number and/or class of Shares comprised in an Award as it considers appropriate but must take into account, without limitation, any expected tax consequences of such adjustment and the limit set out in rule 6.

The Committee will notify Participants of any adjustment made under this rule 7.

For the purposes of this rule 8, “Employee” means any employee of a Group Company.

This rule 8 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his/her employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

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The terms of the Plan do not entitle the Employee to the exercise of any discretion in his/her favour.

No Participant has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. It is a term of participation in the Plan (and of each Award) and a condition of any Vesting and settlement of an Award that a Participant executes and delivers such agreements and documentation as may be reasonably requested by the Company or any other Group Company under any reasonable procedures the Company specifies. If a Participant materially fails to comply with the preceding sentence, the Committee or Company may, in its discretion, withhold delivery of any Shares or cash, subject for US Persons, to the timing of delivery rules set forth in rule 4.1. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any conditions applicable to the Award, in consideration for, and as a condition of, the grant of an Award under the Plan.

Nothing in the Plan confers any benefit, right or expectation on a person who is not an employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan. This does not affect any other right or remedy of a third party which may exist.

A Participant will not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Participant has received any Shares on Vesting of an Award.

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A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he/she does, whether voluntarily or involuntarily, then the Award immediately lapses.

None of the benefits received under the Plan is pensionable.

Subject to the provisions of the Plan, the Committee has absolute discretionary authority to: construe and interpret the rules of the Plan including any sub-plans or appendices to the Plan, and the terms of Awards granted under the Plan; authorise any person to execute on behalf of the Company any instrument required to implement the grant of an Award by the Committee; and to make all other determinations and take all actions deemed necessary or advisable for administering the Plan. The decisions of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan is final and conclusive and will be given the maximum deference permitted by applicable laws.

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

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The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

The Company and any Subsidiary may provide money to the Trustee or any other person to enable them or him/her to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006.

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he/she needs to fulfil in order to obtain or avoid the necessity for any such consent.

Any Shares acquired under the Plan are subject to the Articles.

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Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries will have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

Subject to the rest of this rule 10, the Committee (acting unanimously) may at any time change the Plan and the terms of any Award in any way.

If the Committee proposes an amendment to the Plan or the terms of any Award, which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

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The Committee may establish further sub-plans and appendices based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further sub-plans are treated as counting against the limit in rule 6.

The Committee may (but is not obliged to) give written notice of any changes made to any Participant affected.

English law governs the Plan and all Awards and their construction. The English Courts will have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

Any Awards that Vest before the completion of a dissolution or liquidation will be settled before such completion. Any Awards that have not Vested by the time of the completion of a dissolution or liquidation will lapse.

In respect of any Participant for which the Company is relying on the exemption for registration provided pursuant to rule 701 of the Securities Act with respect to an Award,

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it is a term of participation in the Plan and each Award and a condition of any Vesting and settlement of an Award that, if the Shares have not been registered under the Securities Act at the time of the settlement of the applicable Award or at such other time as designated by the Company, if requested or required by the Company, the Participant must deliver to the Company his/her Representation Statement.

In respect of any Participant for which the Company is relying on the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to an Award and/or for which the Company is relying on the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Rule 12h-1(f) Exemption”) with respect to an Award, if and as required (i) pursuant to rule 701 of the Securities Act, if the Company is relying on the exemption from registration provided pursuant to rule 701 of the Securities Act with respect to an Award, and/or (ii) pursuant to rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the rule 12h-1(f) Exemption, then during the period of reliance on the applicable exemption and in each case of (i) and (ii) until such time as the Company becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, the Company shall provide to the Participant the information described in paragraphs (e)(3), (4), and (5) of rule 701 under the Securities Act no less frequently than every six months with the financial statements being not more than 180 days old, and with such information provided either by: (x) physical or electronic delivery to the Participants; or (y) by written notice to the Participants of the availability of the information on an internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the rule 12h-1(f) Exemption) or rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to rule 701 of the Securities Act).

All Awards granted under the Plan will be subject to recoupment under any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable laws. Unless this rule 15 is specifically mentioned and waived in an Award Certificate or other document, no recovery of compensation under a clawback policy or otherwise will be an event that triggers or contributes to any right of a Participant to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or Group Company.

By accepting an Award, each Participant agrees that the Participant shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,

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any Shares received upon Vesting of an Award, for a period of twelve (12) months following the occurrence of a Listing (the “Lock-Up Period”); provided, however, that nothing contained in this rule 16 shall prevent the exercise of a repurchase option, if any, in favour of the Company during the Lock-Up Period or shall prevent the sale of Shares by the Participant or on his/her behalf during the Lock-Up Period up to an amount necessary to satisfy obligations arising pursuant to rule 4.10. Each Participant further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing, the Company may impose stop-transfer instructions with respect to Shares until the end of such period.

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CALIFORNIA SUB-PLAN

TO

THE ARM HOLDINGS PLC EXECUTIVE IPO PLAN 2019

(for California residents only, to the extent required by 25102(o))

This California Sub-Plan (“California Sub-Plan”) to the Arm Holdings plc Executive IPO Plan 2019, as amended from time to time (the “Plan”) shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. This California Sub-Plan is part of the Plan. Capitalised terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this California Sub-Plan. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable laws, the following terms apply to all Awards granted to residents of the State of California, until such time as the Committee amends this California Sub-Plan or the Committee otherwise provides.

Subject to rule 2 of this California Sub-Plan, not more than an aggregate of 3,155,000 Shares may be issued under the California Sub-Plan; provided, however, that if an Award lapses or is forfeited to or repurchased by the Company due to the failure to Vest, the forfeited or repurchased Shares which were subject thereto will become available for future grant or sale under the California Sub-Plan (unless the California Sub-Plan has terminated).

In the event that any dividend (other than an ordinary dividend) or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalisation, stock split, reverse stock split, reorganisation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Committee, if and to the extent necessary in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the California Sub-Plan, will adjust the number and/or class of shares of stock that may be delivered under the California Sub-Plan. Further, the Committee will make such adjustments to an Award granted under this California Sub-Plan as required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.

This California Sub-Plan will be subject to approval by at least a majority of the outstanding securities of the Company entitled to vote by the later of (i) within twelve (12) months before or after the date this California Sub-Plan is adopted by the Company or (ii) prior to or within twelve (12) months of the granting of any Award or issuance of

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any security under the California Sub-Plan in California. Such shareholder approval will be obtained in the manner and to the degree required under applicable laws or the Articles. Any Award granted to any person in California before shareholder approval of this California Sub-Plan is obtained automatically will be deemed rescinded if Shareholder approval is not obtained in the manner described in this rule 3.

Any amendment of this California Sub-Plan that increases the number of Shares available for issuance under this California Sub-Plan (except as provided in rule 2 of this California Sub-Plan, above) will be subject to the approval of the shareholders by the later of (1) within twelve (12) months before or after the date the amendment to the California Sub-Plan is adopted by the Company or (2) prior to or within twelve (12) months of the granting of any Award or issuance of any security in California in reliance on such amendment. Any Award granted to any person in California in reliance of any such increase before shareholder approval of the relevant amendment to this California Sub-Plan is obtained automatically will be deemed rescinded if shareholder approval is not obtained in the manner described in this rule 4.

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EXHIBIT A

REPRESENTATION STATEMENT

PARTICIPANT:

COMPANY:     Arm Holdings plc

SECURITIES: Ordinary Shares

AMOUNT:

DATE:

In connection with the receipt of the above-listed Securities (the “Securities”), the undersigned Participant represents to the Company the following:

Participant is familiar with rule 144, as promulgated under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act and the other rules and regulations promulgated thereunder.

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Exhibit 4.9

Arm Holdings plc

RULES OF THE ARM NON-EXECUTIVE DIRECTORS RSU AWARD PLAN

Date of adoption: 6 September 2022, as adopted by Arm Holdings plc on 25 August 2023

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