Arcos Dorados director awarded 12,789 phantom units

Staton Alicia reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Staton Alicia reported acquisition or exercise transactions in this Form 4 filing.

Arcos Dorados Holdings Inc. director Alicia Staton reported an indirect compensation-related award of Phantom Restricted Stock Units linked to the company’s Class A common shares. On May 10, 2026, her spouse received 12,789 Phantom RSUs, each representing the cash equivalent of one Class A common share’s closing price on the vesting date plus any dividends since grant.

The award was granted at a price of $0.00 per unit under the issuer’s Phantom RSU compensation policy, explicitly noted as being issued without any instruction from the reporting person. Following this transaction, indirect holdings via Phantom RSUs total 12,789 units, with these units scheduled to vest or settle around May 10, 2029.

Insider Trade Summary

Grant/Award: 12,789 shares

Grant/Award 1 txn

Insider Staton Alicia

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Restricted Stock Unit	12,789	$0.00	$0.00

Holdings After Transaction: Phantom Restricted Stock Unit — 12,789 contracts (Indirect, Held by spouse)

Footnotes (2)

1. 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.
2. F2. The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy, without any instruction from the reporting person.

Key Figures

Phantom RSUs granted: 12,789 units Transaction price per unit: $0.00 per unit Underlying Class A shares reference: 12,789 shares +3 more

6 metrics

Phantom RSUs granted 12,789 units Grant to spouse on May 10, 2026

Transaction price per unit $0.00 per unit Grant/award acquisition of Phantom RSUs

Underlying Class A shares reference 12,789 shares Each Phantom RSU references one Class A common share

Indirect Phantom RSU holdings after grant 12,789 units Total Phantom RSUs following the reported transaction

Exercise date May 10, 2029 Scheduled exercise date for the Phantom RSUs

Expiration date May 10, 2029 Expiration date of the Phantom RSUs

Key Terms

Phantom Restricted Stock Unit, Class A common share, Phantom RSU compensation policy, grant/award acquisition

4 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"

Class A common share financial

"represents the cash equivalent of the closing price of one Class A common share on the vesting date"

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"

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

FAQ

What did Arcos Dorados (ARCO) disclose in this Form 4 for Alicia Staton?

Arcos Dorados reported that director Alicia Staton’s spouse received 12,789 Phantom Restricted Stock Units. These units are a cash-settled compensation award tied to the value of the company’s Class A common shares on the vesting date.

How many Phantom RSUs were granted in the latest ARCO insider filing?

The filing shows a grant of 12,789 Phantom Restricted Stock Units. Each unit tracks the closing price of one Class A common share on the vesting date, plus any dividends paid from the grant date to vesting, if any.

Are the Phantom RSUs in the ARCO Form 4 actual shares of stock?

No. The Phantom Restricted Stock Units represent the cash equivalent of one Class A common share’s closing price on the vesting date, plus any dividends since grant, rather than delivering actual shares to the holder.

Who holds the Phantom RSUs reported for Arcos Dorados director Alicia Staton?

The 12,789 Phantom RSUs are reported as held indirectly by her spouse. The filing classifies the ownership as indirect and notes the award was issued under the company’s Phantom RSU compensation policy.

Was the Phantom RSU award to Alicia Staton’s spouse an open-market transaction in ARCO stock?

No. The award is marked as a grant or award acquisition with a transaction price of $0.00 per unit. It is part of the issuer’s Phantom RSU compensation policy, not an open-market purchase or sale of shares.

What is the term of the Phantom RSUs granted in this Arcos Dorados Form 4?

The Phantom RSUs have an exercise and expiration date of May 10, 2029. On the vesting date, each unit will pay the cash value of one Class A common share’s closing price, plus any dividends accrued since the grant date.

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Accepted by SEC EDGAR 05/12/2026 - 05:27 PM Learn about SEC filing dates

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^*

Staton Alicia

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Restricted Stock Unit	(1)(2)	05/10/2026		A		12,789		05/10/2029	05/10/2029	Class A common share	12,789	(1)	12,789	I	Held by spouse

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. 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 Alicia Staton	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)