Arcos Dorados chair settles 58K RSUs in cash

Arcos Dorados Holdings Executive Chairman Staton Woods reported compensation-related transactions involving Class A shares and Phantom Restricted Stock Units (Phantom RSUs) on May 10, 2026.

Rhea-AI Filing Summary

Arcos Dorados Holdings Executive Chairman Staton Woods reported compensation-related transactions involving Class A shares and Phantom Restricted Stock Units (Phantom RSUs) on May 10, 2026. He exercised 58,207 Phantom RSUs into Class A common shares and then disposed of 58,207 Class A shares back to the issuer at $9.02 per share.

These Phantom RSUs vested and were settled in cash automatically under the company’s Phantom RSU Award Agreement, without any instruction from Woods. On the same date he also received a new grant of 70,427 Phantom RSUs, each linked to one Class A share. Following these transactions, he directly holds 164,336 Class A common shares and 70,427 Phantom RSUs.

Insider Trade Summary

58,207 shares exercised/converted

Exercise 4 txns

Insider Staton Woods

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Phantom Restricted Stock Unit	58,207	$0.00	$0.00
Grant/Award	Phantom Restricted Stock Unit	70,427	$0.00	$0.00
Exercise	Class A common share	58,207	$0.00	$0.00
Disposition	Class A common share	58,207	$9.02	$525K

Holdings After Transaction: Phantom Restricted Stock Unit — 70,427 contracts (Direct); Class A common share — 106,129 shares (Direct)

Footnotes (3)

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. 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. F3. The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy, without any instruction from the reporting person.

Key Figures

Disposition to issuer: 58,207 shares at $9.02 Shares held after transaction: 164,336 shares Exercised Phantom RSUs: 58,207 units +3 more

6 metrics

Disposition to issuer 58,207 shares at $9.02 Class A common share disposition to issuer on May 10, 2026

Shares held after transaction 164,336 shares Direct Class A common share holdings after May 10, 2026

Exercised Phantom RSUs 58,207 units Phantom RSUs exercised into Class A common shares on May 10, 2026

New Phantom RSU grant 70,427 units Granted May 10, 2026, linked to Class A common shares

Phantom RSU settlement terms $ closing-price equivalent Each Phantom RSU equals one share’s closing price on vesting date plus dividends

Phantom RSU expiration May 10, 2029 Exercise and expiration date for 70,427-unit Phantom RSU grant

Key Terms

Phantom Restricted Stock Unit, Disposition to issuer, Exercise or conversion of derivative security, vesting date, +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 on the vesting date"

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for 58,207 Class A common shares at $9.02 per share"

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security" for Phantom RSUs into Class A common shares"

vesting date financial

"cash equivalent of the closing price of one Class A common share on the vesting date, plus any dividends paid"

Phantom RSU Award Agreement financial

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

FAQ

What insider transactions did Arcos Dorados (ARCO) report for Staton Woods?

Staton Woods exercised 58,207 Phantom RSUs into Class A common shares and disposed of 58,207 Class A shares back to Arcos Dorados at $9.02 per share, while also receiving a new grant of 70,427 Phantom RSUs.

Did Staton Woods buy or sell Arcos Dorados (ARCO) shares on the open market?

The filing shows no open-market purchases or sales. Woods exercised 58,207 Phantom RSUs and disposed of 58,207 Class A shares to the issuer at $9.02 per share, as part of compensation-related arrangements rather than market trading.

How many Arcos Dorados (ARCO) shares does Staton Woods hold after these transactions?

After the reported May 10, 2026 transactions, Staton Woods directly holds 164,336 Class A common shares of Arcos Dorados. He also holds 70,427 Phantom Restricted Stock Units, each economically linked to one Class A common share under the company’s compensation plans.

What are Phantom Restricted Stock Units in the Arcos Dorados (ARCO) filing?

Phantom Restricted Stock Units each represent the cash equivalent of the closing price of one Class A common share on the vesting date, plus any dividends paid since grant. They are settled in cash under Arcos Dorados’ compensation policy rather than delivered as actual shares.

Were the Arcos Dorados (ARCO) Phantom RSU transactions discretionary for Staton Woods?

The Phantom RSUs vested and were settled in cash automatically according to Arcos Dorados’ Phantom RSU Award Agreement and compensation policy, without any instruction from Staton Woods. This indicates the events followed preset plan terms rather than discretionary trading decisions.

What new Phantom RSU grant did Staton Woods receive from Arcos Dorados (ARCO)?

On May 10, 2026, Staton Woods received a grant of 70,427 Phantom RSUs with a conversion and expiration date of May 10, 2029. Each unit is economically tied to one Class A common share and will be settled in cash under the company’s compensation arrangements.

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Accepted by SEC EDGAR 05/12/2026 - 05:23 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 Woods

(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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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
Class A common share	05/10/2026		M		58,207	A	(1)	164,336	D
Class A common share	05/10/2026		D		58,207	D	$9.02	106,129	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Restricted Stock Unit	(1)	05/10/2026		M			58,207	05/10/2026	05/10/2026	Class A common share	58,207	(2)	0	D
Phantom Restricted Stock Unit	(1)(3)	05/10/2026		A		70,427		05/10/2029	05/10/2029	Class A common share	70,427	(2)	70,427	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 Woods 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)