Arcos Dorados (ARCO) CEO reports Phantom RSU grant and share return

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Form Type

Rhea-AI Filing Summary

Arcos Dorados Holdings Inc. reported compensation-related transactions by Chief Executive Officer Luis Alberto Raganato involving Class A common shares and Phantom Restricted Stock Units (Phantom RSUs).

On May 10, 2026, Phantom RSUs vested and were automatically settled in cash under the company’s Phantom RSU Award Agreement, with no instruction from Raganato. In connection with this, 24,239 Class A shares were issued through the exercise of derivative awards and then disposed back to the issuer at $9.02 per share, leaving him with 60,034 Class A shares directly owned.

Separately, Raganato received a new grant of 50,998 Phantom RSUs at a conversion price of $0.00. Each Phantom RSU represents the cash equivalent of the closing price of one Class A common share on the vesting date plus any dividends paid since the grant date, making these awards cash-settled incentives rather than additional tradable shares.

Insider Trade Summary

24,239 shares exercised/converted

Exercise 4 txns

Insider Raganato Luis Alberto

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Restricted Stock Unit	24,239	$0.00	$0.00
Grant/Award	Phantom Restricted Stock Unit	50,998	$0.00	$0.00
Exercise	Class A common share	24,239	$0.00	$0.00
Disposition	Class A common share	24,239	$9.02	$219K

Holdings After Transaction: Phantom Restricted Stock Unit — 50,998 shares (Direct); Class A common share — 60,034 shares (Direct)

Footnotes (3)

F1. Each Phantom Restricted Stock Unit ("Phantom RSU") represents the cash equivalent of the closing price of one Class A common share on the vesting date, plus any dividends paid on the Class A common share, if any, since the grant date.
F2. On May 10, 2026, the Phantom RSUs vested and were settled in cash automatically pursuant to the issuer's Phantom RSU Award Agreement, without any instruction from the reporting person.
F3. The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy, without any instruction from the reporting person.

Key Figures

Shares disposed to issuer: 24,239 shares at $9.02 Shares from derivative exercise: 24,239 shares Post-transaction shareholding: 60,034 shares +3 more

6 metrics

Shares disposed to issuer 24,239 shares at $9.02 Class A common share disposition to issuer on May 10, 2026

Shares from derivative exercise 24,239 shares Exercise or conversion of derivative security into Class A shares

Post-transaction shareholding 60,034 shares Class A common shares owned directly after issuer disposition

New Phantom RSU grant 50,998 units Phantom Restricted Stock Units granted at $0.00 conversion price

Phantom RSU conversion price $0.00 Conversion or exercise price for granted Phantom RSUs

Phantom RSU vesting/expiration May 10, 2029 Exercise and expiration date for 50,998 Phantom RSUs

Key Terms

Phantom Restricted Stock Unit, Phantom RSU Award Agreement, Phantom RSU compensation policy, Disposition to issuer, +1 more

5 terms

Phantom Restricted Stock Unit financial

"Each Phantom Restricted Stock Unit ("Phantom RSU") represents the cash equivalent of the closing price of one Class A common share..."

Phantom RSU Award Agreement financial

"the Phantom RSUs vested and were settled in cash automatically pursuant to the issuer's Phantom RSU Award Agreement..."

Phantom RSU compensation policy financial

"The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy, without any instruction from the reporting person."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/12/2026 - 05:25 PM

FAQ

What insider transactions did ARCO CEO Luis Alberto Raganato report?

Luis Alberto Raganato reported Phantom RSUs vesting and cash settlement, an exercise of awards into 24,239 Class A shares, and a matching disposition of 24,239 shares back to the issuer at $9.02 per share, plus a new grant of 50,998 Phantom RSUs.

Were ARCO CEO Raganato’s recent Form 4 transactions open-market buys or sells?

The reported transactions were not open-market trades. They reflect compensation mechanics: Phantom RSUs vesting and settling in cash, derivative exercises into shares, and a disposition of 24,239 shares back to the issuer at $9.02 per share, rather than market purchases or sales.

How many Arcos Dorados shares does CEO Raganato hold after these transactions?

After these transactions, Luis Alberto Raganato directly owns 60,034 Class A common shares. This figure comes from the disposition-to-issuer entry, which shows 24,239 shares returned to the company, resulting in 60,034 shares held following the issuer disposition transaction.

What Phantom Restricted Stock Units did ARCO grant to its CEO?

Raganato received 50,998 Phantom Restricted Stock Units at a $0.00 conversion price. Each Phantom RSU tracks the cash value of one Class A share on vesting plus dividends, is issued under the company’s Phantom RSU compensation policy, and is scheduled around a May 10, 2029 vesting and expiration date.

How do ARCO Phantom RSUs work for CEO Raganato?

Each Phantom RSU represents the cash equivalent of one Class A share’s closing price on the vesting date plus any dividends since grant. On May 10, 2026, vested Phantom RSUs were settled in cash automatically under the Phantom RSU Award Agreement, without any instruction from Raganato.

Did ARCO CEO Raganato initiate the Phantom RSU transactions himself?

The filing states the Phantom RSUs vested and were settled in cash automatically under the Phantom RSU Award Agreement, without any instruction from Raganato. It also notes the Phantom RSUs were issued under the company’s Phantom RSU compensation policy, again without his specific transactional instructions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raganato Luis Alberto

(Last)

(First)

(Middle)

RIO NEGRO 1338, FIRST FLOOR

(Street)

MONTEVIDEO

11100

(City)

(State)

(Zip)

URUGUAY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Arcos Dorados Holdings Inc. [ ARCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common share	05/10/2026		M		24,239	A	⁽¹⁾	84,273	D
Class A common share	05/10/2026		D		24,239	D	$9.02	60,034	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Restricted Stock Unit	⁽¹⁾	05/10/2026		M			24,239	05/10/2026	05/10/2026	Class A common share	24,239	⁽²⁾	0	D
Phantom Restricted Stock Unit	⁽¹⁾⁽³⁾	05/10/2026		A		50,998		05/10/2029	05/10/2029	Class A common share	50,998	⁽²⁾	50,998	D

Explanation of Responses:

1. Each Phantom Restricted Stock Unit ("Phantom RSU") represents the cash equivalent of the closing price of one Class A common share on the vesting date, plus any dividends paid on the Class A common share, if any, since the grant date.

2. On May 10, 2026, the Phantom RSUs vested and were settled in cash automatically pursuant to the issuer's Phantom RSU Award Agreement, without any instruction from the reporting person.

3. The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy, without any instruction from the reporting person.

Remarks:

	/s/ Roman Ajzen, attorney-in-fact on behalf of Luis Alberto Raganato	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR