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# Arm Holdings plc (ARM) — Business, Risks and Management Discussion, Q1 Fiscal 2027 Arm reports in US dollars, so all amounts below are as the company reported them. Arm's fiscal year ends on March 31: "fiscal 2026" is the year ended March 31, 2026, and the current quarter, Q1 fiscal 2027, is the three months ended June 30, 2026. Each American Depositary Share represents one ordinary share. ## Business *From the Annual Report on Form 20-F for fiscal 2026 (year ended March 31, 2026), accession 0001973239-26-000097.* Arm designs the CPU architecture and processor designs that most of the world's chips are built on. It licenses them to semiconductor companies, device makers (OEMs) and cloud service providers, and it has recently started selling chips of its own. Customers pay a license fee for access to Arm's CPU designs, GPU and NPU accelerators, system IP, pre-integrated compute subsystems (CSS) and software tools. They then pay a per-unit royalty on substantially every Arm-based chip they ship. That royalty is typically a percentage of the chip's average selling price or a fixed fee per unit, and it rises as more Arm technology goes into a chip. Royalties are the larger revenue stream: in fiscal 2026, royalty revenue was $2,613 million and license and other revenue $2,307 million, out of total revenue of $4,920 million. Because a chip can ship for many years, each license tends to produce a long tail of recurring royalties. In March 2026 Arm moved into production silicon with the Arm AGI CPU, a data center processor it designed itself. Production is expected by the end of calendar 2026. The installed base is very large. Customers had reported more than 350 billion Arm-based chips shipped cumulatively as of March 31, 2026, and more than 22 million developers work on the platform. Arm's share of mobile applications processors, the main chip in a smartphone, has been above 99% for many years, and that market produced about 43% of royalty revenue in fiscal 2026. Arm now organizes its end markets into three "AI domains": - **Edge AI**: smartphones, industrial IoT and embedded devices, and consumer electronics such as digital TVs, tablets, laptops, XR headsets and wearables. - **Cloud AI**: server chips, data processing units and smart network cards used by cloud providers (including chips they design in-house on Arm), networking equipment, and HPC and enterprise servers. - **Physical AI**: automotive and robotics, including drones and humanoid, medical and industrial robots. Customers can license Arm IP in several ways. All of them carry per-chip royalties: - **Arm Total Access**: a periodic fee for a portfolio of products that includes Arm's most advanced processors, with no extra fee at tape-out. Aimed at large, established chip companies. - **Arm Flexible Access**: a low annual portfolio fee for older products, plus a single-use license fee once a design reaches tape-out. Aimed at start-ups and smaller teams. - **Technology License Agreements (TLA)**: a fixed fee for a single CPU or other design. - **Architecture License Agreements (ALA)**: a fee for the right to design a custom CPU that is compatible with the Arm instruction set. Royalties are booked in the quarter in which customers ship chips. They are partly estimated from market and sales trends, then corrected the following quarter when licensees' royalty reports arrive. Two related parties account for a large share of revenue. **Arm China** is the exclusive distributor of Arm IP licenses to customers in the PRC under an intellectual property license agreement (IPLA) that runs to April 23, 2048 and then renews automatically for 10-year periods. Arm China operates independently of Arm. Arm holds a 10% non-voting interest in Acetone Limited, whose main asset is a 48.2% stake in Arm China. Revenue from the Arm China relationship was about 16% of total revenue in fiscal 2026 (17% in fiscal 2025, 21% in fiscal 2024), and IPLA revenue was $790.6 million. **SoftBank Group**, Arm's controlling shareholder, owned about 86.4% of Arm's ordinary shares as of May 21, 2026. A SoftBank Group affiliate is also a large customer: revenue from licensing and services under Arm's consulting agreement with SoftBank Group was $704.4 million in fiscal 2026, up from $145.5 million in fiscal 2025. Arm's main architectural competitors are x86 and the free, open-source RISC-V architecture, which several of Arm's own customers support. Arm calls itself an engineering-first company: about 84% of its 9,584 employees at March 31, 2026 worked in engineering, and it owned or co-owned about 8,600 issued patents with about 2,750 applications pending. On August 26, 2025 it sold its Artisan foundation IP business (standard cell libraries, memory compilers and general-purpose I/Os) to Cadence Design Systems, booking a $131.0 million pre-tax gain. Arm was founded in 1990 as a joint venture of Acorn Computers, Apple Computer and VLSI Technology. It was listed in London and on Nasdaq from 1998 until SoftBank Group took it private in 2016. Its ADSs returned to Nasdaq in an initial public offering in September 2023, in which a shareholder sold the shares and Arm received no proceeds. ## Risk factors *From the fiscal 2026 Form 20-F, accession 0001973239-26-000097.* - **Customer concentration and dependence on SoftBank-related revenue.** The top five customers, including Arm China and SoftBank Group, accounted for about 57% of fiscal 2026 revenue (56% in fiscal 2025), and Arm China alone for about 16%. Arm says part of its near-term revenue depends on commercial arrangements with SoftBank Group and its affiliates, and that reducing, delaying or ending them could hurt results. Concentration also gives key customers bargaining power. Some contracts, for example, entitle customers to Arm's newest products as soon as any other customer gets them. - **Moving into silicon puts Arm in competition with its own licensees.** With the Arm AGI CPU, Arm now sells directly to hyperscale, cloud and AI-infrastructure customers. That can put it in direct competition with chip companies that license its IP. Those licensees could cut back their relationships, move to x86 or RISC-V, hold back roadmap information or demand better terms. Silicon may also have different margins, revenue-recognition patterns and sales cycles from the licensing business. Separately, Arm has agreed to arrange for third-party semiconductor products to be supplied to a customer, with purchase commitments of about $100 million over the next 12 months that it expects to grow materially. This exposes Arm to supplier default, order cancellations and inventory risk. - **Competition from x86, RISC-V and AI accelerators.** If RISC-V keeps gaining support, customers could switch to it. Customers' own AI accelerators could move workloads away from the CPU and shrink the market Arm earns royalties on. AI tools could also make it cheaper to port software written for Arm to competing instruction sets. - **Qualcomm litigation.** Qualcomm is a major customer and accounted for 9% of fiscal 2026 revenue. On September 30, 2025, the District of Delaware ruled for Qualcomm in Arm's suit over the Nuvia architecture license, and Arm has appealed to the Third Circuit. Qualcomm's own suit claims that Arm failed to meet delivery obligations under Qualcomm's architecture license and breached its technology license agreement, and it includes tort and anti-competition claims. It now also covers Arm Limited, and trial is expected in the fourth calendar quarter of 2026. Arm warns the litigation could affect its relationship with, and revenue from, Qualcomm. - **PRC exposure and Arm China.** The PRC accounted for about 18% of fiscal 2026 revenue (19% in fiscal 2025, 22% in fiscal 2024). Arm depends on Arm China for reliable and timely financial information, because Arm China's own reports determine what it pays Arm. U.S. and PRC trade and national-security measures, including successive U.S. export-control rules on advanced computing, have limited and could further limit business with PRC customers. - **Industry cycles and royalty economics.** Demand follows the cyclical semiconductor and electronics markets, where chip prices usually fall over a product generation. Arm's royalty per chip also generally declines as volumes rise, down to an agreed minimum. Manufacturing is concentrated in East Asia, especially Taiwan, so geopolitical escalation there could disrupt chip supply. - **Controlled-company and conflict risks.** With about 86.4% ownership, SoftBank Group can generally decide shareholder votes, and Arm relies on Nasdaq controlled-company governance exemptions. SoftBank Group may invest in or partner with Arm's competitors or customers' competitors. Advisory work Arm does for SoftBank Group under the consulting agreement takes executive and engineering time. - **Lumpy, estimate-driven results.** License revenue swings with the timing and size of large license agreements. Royalty revenue depends on estimates that are corrected the following quarter. ## Management's discussion — fiscal 2026 *From the fiscal 2026 Form 20-F (Item 5), accession 0001973239-26-000097, except where another filing is named.* Fiscal 2026 revenue rose 23% to $4,920 million from $4,007 million. License and other revenue rose 25% ($468 million) to $2,307 million. Management attributed the increase to continued strong demand for Arm IP, the timing and size of several high-value license agreements, and revenue flowing through from backlog. Royalty revenue rose 21% ($445 million) to $2,613 million because of a richer mix of products that carry higher royalty rates per chip, such as Armv9. The growth came disproportionately from related parties (Arm China, equity-method investees and SoftBank-controlled entities). Related-party revenue rose 82% ($676 million) to $1,499 million, mainly from a $591 million (141%) increase in related-party license and other revenue. Revenue from external customers grew 7% to $3,421 million: a 20% rise in external royalties outweighed a 9% fall in external license and other revenue. The Arm AGI CPU had no material effect on fiscal 2026 revenue. Customers outside the U.S. provided about 64% of revenue, up from 57%. Cost of sales was flat at $121 million, leaving gross profit of $4,799 million. Research and development rose 34% ($705 million) to $2,776 million. Management attributed this to investment in next-generation products such as the Arm AGI CPU, which drove higher headcount, share-based compensation and cloud and IT spending, partly offset by larger R&D tax credits. Selling, general and administrative expense rose 13% to $1,115 million. Operating income was $900 million, up from $831 million. Below operating income: - Other non-operating income was $132 million, mostly the Artisan sale gain plus foreign-exchange gains. - Equity investments produced $14 million of income, against a $237 million loss in fiscal 2025 that included a $246 million fair-value loss on Ampere. - Income tax swung to a $253 million expense (21.9% effective rate) from a $72 million benefit. Net income was $904 million, against $792 million in fiscal 2025, and diluted EPS was $0.85 against $0.75. In its fiscal fourth-quarter shareholder letter (6-K, accession 0001973239-26-000062), Arm reported record non-GAAP EPS of $1.77 for the year and called fiscal 2026 its third consecutive year of more than 20% revenue growth since going public. Operating cash flow rose to $1,524 million from $397 million. Investing activities used $325 million, including higher capital spending on data centers, offices and computer hardware, offset by $127 million of proceeds from the Artisan sale and $205 million from selling or liquidating equity investments. Financing activities used $548 million, mainly because withholding-tax payments on vested share awards rose $409 million after Arm moved to a full withhold-to-cover method. At March 31, 2026 Arm held $2,751 million of cash and cash equivalents and $850 million of short-term investments. It had about $1,057 million of non-cancelable purchase obligations with terms of 12 months or longer, running through 2036, and $549 million of operating lease and $62 million of finance lease obligations. ## Current quarter — Q1 fiscal 2027 (three months ended June 30, 2026) *From the quarterly report on Form 6-K, accession 0001973239-26-000114 (interim financial statements, notes and MD&A), and the shareholder letter furnished as Exhibit 99.2 to Form 6-K, accession 0001973239-26-000113.* **Revenue.** Arm called this a record first quarter. Revenue rose 22% to $1,289 million from $1,053 million: - **Royalties** rose 22% to $715 million. The drivers were wider use of products with higher royalty rates per chip (Armv9 and Arm CSS) and more Arm-based chips deployed in data centers. The shareholder letter says data center royalties more than doubled year over year. - **License and other revenue** rose 23% to $574 million. The drivers were continued demand for Arm IP, the timing and size of several high-value license agreements, and contributions from backlog. External-customer revenue grew 24% and related-party revenue 18%. Within related parties, revenue from SoftBank Group's affiliate under the consulting agreement rose to $192.9 million from $126.1 million. IPLA revenue from Arm China fell to $189.4 million from $201.0 million: license revenue from Arm China declined on the timing of large agreements, while its royalties rose. By customer headquarters, Japan grew to $276 million from $154 million and Korea to $117 million from $69 million. The U.S. was roughly flat at $388 million and the PRC slipped to $200 million from $209 million. About 70% of revenue came from outside the U.S., up from 64%. **Profitability.** Gross margin held at 97.2%. Operating expenses rose 28% to $1,162 million, faster than revenue: - Research and development rose 29% to $838 million, reflecting investment in next-generation products, engineering headcount, share-based compensation, cloud and IT, and depreciation. - Selling, general and administrative expense rose 22% to $317 million. - Share-based compensation rose to $343 million from $241 million. As a result, GAAP operating income fell to $91 million from $114 million, and operating margin fell to 7.1% from 10.8%. Net income still more than doubled, to $270 million from $130 million, and diluted EPS rose to $0.25 from $0.12. Two items below operating income explain the gap. Income from equity investments was $128 million, against $4 million a year earlier, mainly $125.6 million of fair-value gains on stakes in publicly listed companies; Arm also bought another $67.9 million of Raspberry Pi Holdings plc shares during the quarter. Income tax was a $17 million benefit, against a $16 million expense a year earlier. On Arm's non-GAAP basis, operating income was $531 million (41.2% margin, up from 39.1%), net income $480 million and diluted EPS $0.45 against $0.35, above the top of its $0.40 ± $0.04 guidance. The non-GAAP measures exclude share-based compensation, employer taxes on share awards net of R&D incentives, restructuring and other operating items, equity-investment income, and the related tax effects. **Cash and balance sheet.** Operating cash flow was $902 million, against $332 million a year earlier, and non-GAAP free cash flow was $665 million against $150 million. Arm said free cash flow benefited from favorable timing of receivables collections and tax payments. Part of the operating cash flow gain is timing: - Receivables produced a $389 million favorable swing. - Other liabilities produced a $370 million favorable swing, mainly payroll taxes on vested shares. At June 30 these employee-related payroll taxes and payables stood at $375 million, mostly tied to restricted share units that vested in the quarter, to be paid the following quarter. Capital expenditure was $197 million. Financing outflows of $326 million were mostly $278 million of withholding tax paid on vested shares. Cash, cash equivalents and short-term investments totaled $3,888 million at June 30, 2026. Annualized contract value, Arm's measure of committed license fees, rose 13% to $1,732 million. Remaining performance obligations were $2,122.6 million, about 24% of which Arm expects to recognize within 12 months. Starting this quarter, Arm no longer reports remaining performance obligations or the count of Total Access and Flexible Access licenses in its shareholder letter, saying these have become less relevant now that it sells production silicon. **Arm AGI CPU and data center momentum (shareholder letter).** Arm said initial AGI CPU product has been delivered to multiple customers. It has secured manufacturing capacity for the $1 billion opportunity across fiscal 2027 and fiscal 2028 that it outlined the previous quarter, and customer demand now exceeds $2 billion over those two years. New customers include several in the U.S. and China, and Arm said its confidence in beating the $1 billion figure has increased. Shipments of Arm Neoverse data center cores have passed 1.5 billion, and the most recent 500 million took nine months. The letter also cites customer milestones built on Arm: - NVIDIA's Vera CPU entering full production, and NVIDIA's RTX Spark agentic PC built on Arm CSS. - A multi-year AWS agreement to deploy tens of millions of Graviton5 cores for Meta. - Microsoft's Azure Cobalt 200 virtual machines built on Arm Neoverse CSS. - Qualcomm's planned Arm-based Dragonfly C1000 data center CPU. **Other developments in the quarter.** - In April 2026, Arm amended an agreement with a cloud computing web services provider, raising its total purchase commitment by $305.0 million through 2029. - Arm ended an agreement with Arm China for outsourced services, booking $6.8 million of contract termination costs. - Arm granted CEO Rene Haas a one-time Value Creation Plan award of 425,000 performance share units. The award vests only if specified market-capitalization milestones are reached by March 31, 2031, in tranches through April 1, 2033. It was conditional on shareholders approving a revised remuneration policy, which also raises the CEO's maximum performance-share opportunity from 125% to 200%. - Unrecognized share-based compensation under the Omnibus Incentive Plan totaled $3,621.9 million at June 30, to be recognized over a weighted-average 1.6 years. - In June 2026, the U.S. Department of Defense updated its Section 1260H list of Chinese military companies, with a related procurement ban effective June 30, 2026. Arm says it is not directly affected but must do more due diligence on Chinese counterparties. - The Qualcomm case remains on track for trial in the fourth calendar quarter of 2026, and Arm's Nuvia appeal is still pending. **Guidance for Q2 fiscal 2027 (quarter ending September 30, 2026)**, from the shareholder letter. In Q1 Arm beat its guidance on all three lines: revenue of $1.289 billion against $1.26 billion ± $50 million, non-GAAP operating expense of $733 million against about $760 million, and non-GAAP EPS of $0.45 against $0.40 ± $0.04. For Q2 it expects: - Revenue: $1.38 billion ± $50 million - Non-GAAP operating expense: about $780 million - Non-GAAP diluted EPS: $0.47 ± $0.04 ## Subsequent events *From Note 16 (Subsequent Events) and Note 4 of the quarterly report on Form 6-K, accession 0001973239-26-000114, and later Forms 6-K as named.* - **DreamBig Semiconductor acquisition completed (July 1, 2026).** Arm acquired 100% of the equity of DreamBig Semiconductor, Inc. for about $265.0 million in cash, subject to customary purchase-price adjustments. The definitive agreement was signed in October 2025. Arm expects DreamBig's advanced networking capabilities, technology and engineering expertise to strengthen its portfolio and help it deliver more complete solutions. Because the deal closed so recently, the purchase-price allocation was not complete when the quarterly report was issued on July 29, 2026. The quarterly report discloses no other post-period event, and no post-period borrowing or financing. - **2026 Annual General Meeting (September 9, 2026).** Shareholders approved every resolution (Form 6-K, accession 0001973239-26-000128). These included the 2026 directors' remuneration policy, which passed with 939,316,303 votes for and 36,422,591 against and is the policy on which the CEO's Value Creation Plan award was conditioned. Shareholders also approved the directors' remuneration report, re-elected all eight directors (including Chairman Masayoshi Son and CEO Rene Haas) and re-appointed Deloitte LLP as auditor. - **U.K. Annual Report and Accounts (September 18, 2026).** Arm furnished its U.K. statutory accounts for fiscal 2026 (Form 6-K, accession 0001973239-26-000135). Their note on events after the balance sheet date lists only two items, both in April 2026 and described above: the additional Raspberry Pi share purchase and the $305 million increase in the cloud services purchase commitment.