Arm Holdings plc American Depositary Shares (ARM)

Executive Summary / Key Takeaways

• AI-Driven Royalty Reacceleration: ARM's compute subsystems (CSS) and Armv9 architecture are driving royalty rates toward "north of 10%" of chip ASPs, more than double historical levels, as data center market share explodes from ~18% to nearly 50% in just two years, creating a powerful earnings inflection.

• Customer Concentration Becomes Structural Risk: SoftBank (SFTBY)-related revenue reached 37% of total sales in Q2 FY26, while China exposure sits at 21%, transforming what were historically geographic risks into concentrated counterparty dependencies that could amplify volatility from geopolitical shocks.

• Litigation Overhang Proves Manageable: Despite ARM's ongoing legal battle with Qualcomm (QCOM), management has consistently modeled financial outcomes assuming no favorable judgment, suggesting the market may be overpricing litigation risk while underappreciating the strategic threat from RISC-V adoption in cost-sensitive markets.

• Valuation Requires Flawless Execution: Trading at 175x earnings and 33x sales with an EV/EBITDA multiple of 135x, ARM's premium valuation demands sustained 25%+ growth while navigating export controls, Taiwan supply chain risks, and potential share loss to open-source alternatives.

Setting the Scene: The Architecture Behind the AI Boom

ARM Holdings plc, founded in 1990 and headquartered in Cambridge, United Kingdom, operates as the semiconductor industry's most pervasive yet least visible player. Unlike chip manufacturers that capture headlines with fabrication breakthroughs, ARM licenses processor architectures and collects royalties on every chip shipped using its technology. This asset-light model has historically generated predictable cash flows, but the company now stands at an inflection point driven by artificial intelligence's insatiable demand for energy-efficient compute.

The semiconductor IP market operates through a simple value chain: ARM creates processor designs, licenses them to chipmakers like Qualcomm, MediaTek, and NVIDIA (NVDA), and receives royalties based on chip shipments. For decades, this meant low-single-digit royalty rates on smartphones and embedded devices. The AI revolution has fundamentally altered this calculus. Data centers now represent ARM's fastest-growing end market, where power efficiency translates directly to operational cost savings at megawatt scale. This shift positions ARM not as a mobile IP vendor, but as the essential compute platform for AI workloads from edge devices to hyperscale data centers.

Industry structure reveals ARM's unique position. The company controls the processor architecture that powers over 95% of smartphones, but more critically, it has achieved what Intel (INTC) and AMD (AMD) never could: gaining material share in data center CPUs. This success stems from a fundamental technical advantage—ARM's RISC architecture delivers roughly 50% better power efficiency than competing x86 designs, a difference that becomes economically decisive when operating at data center scale. The rise of custom silicon by hyperscalers like AWS Graviton from Amazon (AMZN), Google (GOOGL) Axion, and Microsoft (MSFT) Cobalt has accelerated this transition, with ARM-based designs now powering over 50% of new AWS CPU capacity.

Technology, Products, and Strategic Differentiation

ARM's competitive moat rests on three pillars: energy-efficient architecture, an expanding compute subsystem strategy, and a software ecosystem that creates customer lock-in. The Armv9 architecture represents the most significant upgrade in the company's history, incorporating AI-specific instructions and security features that command premium royalty rates. Management disclosed that Armv9 royalties reached 25% of total royalty revenue in Q3 FY25 and exceeded 30% in Q4 FY25, with the trajectory continuing upward.

The strategic shift toward Compute Subsystems (CSS) marks ARM's most important evolution. CSS provides pre-integrated, verified CPU clusters that accelerate customer time-to-market while generating royalty rates that management describes as "north of 10%" of chip ASPs—double the ~5% rate for standalone Armv9 licenses and quadruple the 2.5-3% rates from older v8 designs. This pricing power reflects a fundamental change in value delivery: CSS reduces customer engineering costs and risks, making the higher royalty rate economically rational. In Q2 FY26, ARM signed three new CSS licenses, bringing the total to 19 across 11 companies, with first-generation CSS already generating royalties from five customers.

The software ecosystem amplifies this moat. Kleidi AI, ARM's core AI software layer, has surpassed eight billion cumulative installs, creating a developer base that reinforces architecture choice. When AI frameworks optimize for ARM by default, competing architectures face higher barriers to adoption. This network effect extends to the Arm Total Design Partners program, which fosters chiplet development and positions ARM to potentially offer complete System-on-Chip solutions in the future—a move that would fundamentally expand its addressable market.

Recent strategic initiatives underscore this ambition. The October 2025 agreement to acquire DreamBig Semiconductor for $265 million adds high-speed Ethernet controller IP, critical for scale-up and scale-out networking in AI data centers. This follows the August 2025 sale of the Artisan foundation IP business to Cadence (CDNS), which monetized non-core assets while sharpening focus on compute. Management explicitly states they are "exploring moving beyond our current platform into additional compute subsystems, chiplets, or complete System-on-a-Chip solutions," signaling a willingness to compete more directly with licensees if it accelerates ecosystem adoption.

Financial Performance & Segment Dynamics

ARM's Q2 FY26 results demonstrate the financial manifestation of this strategic shift. Total revenue reached $1.14 billion, marking the third consecutive quarter above $1 billion and representing 34% year-over-year growth. The composition reveals the underlying story: license revenue surged 56% to $515 million, while royalty revenue grew 21% to $620 million. This divergence reflects management's guidance that near-term growth will be license-driven, but long-term value creation will come from royalties.

License revenue acceleration stems from strategic engagements and architectural transitions. Annualized Contract Value (ACV) grew 28% year-over-year in Q2 FY26, "well above our usual run rate of low teens growth rate," driven by four Arm Total Access agreements and three CSS deals. An expanded agreement with SoftBank contributed approximately $178 million in related-party revenue, up from $126 million in Q1 FY26. Management considers this a "good run rate to assume going forward," implying nearly $700 million in annual revenue from a single counterparty.

Royalty revenue quality is improving dramatically. Data center Neoverse royalties more than doubled year-over-year in Q2 FY26, while smartphone royalties grew "an order of magnitude faster than the market" due to Armv9 and CSS adoption. The modest 2% shipment growth in smartphones combined with 30% royalty growth proves that ARM is capturing significantly more value per device. This mix shift toward higher-rate architectures creates operating leverage that should persist as CSS penetration increases.

The concentration risk becomes stark when examining related-party revenue. SoftBank-related income reached $178 million in Q2 FY26, while Arm China contributed the remainder of related-party revenue totaling $422 million (37% of total revenue). China exposure overall sits at approximately 21% of revenue, up from 14% a year ago. This geographic and counterparty concentration means geopolitical events or relationship changes could create sudden revenue volatility.

Margin structure reflects the business model's evolution. Gross margin reached 97.4% in the trailing twelve months, among the highest in the semiconductor industry. Operating margin of 14.4% appears depressed due to accelerated R&D investment—expenses grew 36% year-over-year in Q2 FY26 as ARM invests in next-generation products. This creates a trade-off: near-term profitability suffers for long-term royalty expansion. The strategy appears sound, as management notes that "the majority of future growth is expected to come from royalties rather than licensing," suggesting these R&D investments will generate high-margin recurring revenue.

Outlook, Management Guidance, and Execution Risk

Management's Q3 FY26 guidance implies continued momentum but reveals execution challenges. Revenue guidance of $1.225 billion (±$50 million) represents 25% year-over-year growth at the midpoint, with royalties expected up "just over 20%" and licensing up 25-30%. This licensing growth rate, while strong, is below the 56% achieved in Q2, suggesting some normalization. The guidance range remains wide due to "large license deals in play," indicating continued reliance on big-ticket agreements that can slip between quarters.

The long-term outlook hinges on data center share gains and CSS adoption. Management expects ARM-based chips to reach nearly 50% market share in hyperscaler servers for FY25, up from "probably sub 20%, call it, 18%" a year prior. This share gain combines two drivers: general-purpose workload migration from x86 and AI workload transition to integrated designs like NVIDIA Grace Blackwell. The data center and networking market, which accounted for about 10% of royalty revenues in FY24, is expected to trend toward 15-20% of total royalty revenues throughout FY26, representing a multi-hundred-million-dollar opportunity.

Execution risks center on customer concentration and competitive response. The SoftBank relationship, while currently expanding, creates dependency risk. Management's commentary that the $178 million quarterly contribution is a "good run rate to assume going forward" suggests they are modeling this as a stable revenue stream, yet SoftBank's broader AI vision could lead to in-sourcing or alternative partnerships. Similarly, the 21% China exposure faces ongoing export control uncertainty, with the U.S. Commerce Department's "Affiliates Rule" and EDA software restrictions creating potential disruption despite current suspensions.

The Qualcomm litigation represents a known but seemingly contained risk. On September 30, 2025, judgment was granted in Qualcomm's favor regarding Nuvia's alleged breach, with ARM appealing. CFO Jason Child stated the lawsuit has "no impact" on financial forecasts, as ARM "assumed we were not going to prevail" and continues modeling royalties at historical rates. While this suggests limited downside, the parallel action Qualcomm brought in April 2024 asserting delivery obligation breaches could create future friction, with trial expected in Q2 2026.

Risks and Asymmetries

The central thesis faces three critical threats: RISC-V adoption, geopolitical disruption, and valuation compression. RISC-V's open-source model offers royalty-free alternatives that could erode ARM's market share in cost-sensitive IoT and automotive markets. While ARM counters with superior ecosystem and performance, a 10-20% share loss in emerging segments would materially impact long-term growth. This threat is most acute in China, where government support for indigenous architectures aligns with RISC-V development.

Geopolitical risk extends beyond China to Taiwan. With most ARM licensees fabricating chips through TSMC (TSM), any escalation in cross-strait tensions could disrupt supply chains and reduce royalty-bearing shipments. Management acknowledges this indirectly, noting tariff impacts "could be a couple percent impact on royalties probably at most" on the 10% of royalties from U.S. end products. However, this understates the potential second-order effects if global smartphone or data center demand contracts due to supply disruption.

Valuation risk is immediate and severe. At 175x earnings and 33x sales, ARM trades at multiples that imply flawless execution for years. Any deceleration in royalty growth—whether from CSS adoption slowing, Armv9 penetration plateauing, or data center share gains stalling—could trigger multiple compression. The stock's 4.13 beta indicates extreme sensitivity to market sentiment, amplifying downside risk if AI enthusiasm wanes. Conversely, if CSS achieves mass adoption and royalty rates sustain above 10%, the current valuation could appear reasonable in hindsight, but this represents a narrow path to success.

Valuation Context

Trading at $136.48 per share, ARM commands a market capitalization of $144.81 billion and an enterprise value of $141.98 billion. The valuation multiples reflect a business priced for perfection: price-to-sales of 32.8x, EV/EBITDA of 135x, and trailing P/E of 175x. These figures stand in stark contrast to direct IP licensing peers Synopsys (SNPS) (13x sales, 75x EBITDA) and Cadence (16x sales, 46x EBITDA), though ARM's 34% revenue growth significantly outpaces their 10-14% rates.

Cash flow metrics provide additional perspective. Price-to-operating cash flow of 92x and price-to-free cash flow of 127x reflect the company's current investment cycle, with R&D spending elevated to capture AI opportunities. The balance sheet offers some downside protection: net cash of $2.5 billion and a debt-to-equity ratio of just 0.06x provide strategic flexibility, though this cash represents less than two quarters of revenue and offers limited buffer against a major demand shock.

The key valuation question is whether ARM can grow into its premium multiple through royalty expansion. If data center royalties sustain double-digit growth and CSS achieves the projected "north of 10%" royalty rates, the company's royalty stream alone could approach $3 billion annually by FY27, up from $2 billion in FY25. This would represent a 50% increase in high-margin recurring revenue, potentially justifying current valuations if execution remains flawless. However, any misstep in this narrow path would likely result in severe multiple compression.

Conclusion

ARM Holdings sits at the center of the AI compute revolution, with its architecture becoming the de facto standard for energy-efficient processing from edge to cloud. The financial evidence is compelling: accelerating royalty rates, surging data center share, and a CSS strategy that locks in customers while doubling unit economics. Yet this opportunity is clouded by extraordinary concentration risk, with SoftBank and China representing nearly 40% of revenue, and a valuation that tolerates zero execution errors.

The investment thesis hinges on whether ARM can transform its current momentum into a durable, diversified royalty stream before geopolitical tensions or competitive threats materialize. If CSS adoption continues, Armv9 penetration deepens, and data center share reaches 50% as projected, the company could justify its premium valuation through earnings growth. However, the narrow path to success, combined with extreme customer concentration and the ever-present RISC-V threat, makes this a high-stakes bet on flawless execution in an increasingly uncertain global environment. For investors, monitoring SoftBank relationship stability, China revenue trends, and CSS adoption metrics will prove more critical than quarterly revenue beats in determining whether this story ends in triumph or multiple compression.