Arcos Dorados (ARCO) director’s 13,033 Phantom RSUs vest and are cashed out to issuer

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Arcos Dorados Holdings Inc. director Francisco Alberto Staton reported an automatic vesting and cash settlement of Phantom Restricted Stock Units (Phantom RSUs). On May 10, 2026, 13,033 Phantom RSUs were exercised into 13,033 Class A common shares at a conversion price of $0.00 per share, then disposed of to the issuer at $9.02 per share. According to the award agreement, the Phantom RSUs were settled in cash without any instruction from the reporting person, and the filing shows zero Class A shares and zero Phantom RSUs remaining afterward.

Insider Trade Summary

13,033 shares exercised/converted

Mixed 3 txns

Insider Staton Francisco Alberto

Role null

Type	Security	Shares	Price	Value
Exercise	Phantom Restricted Stock Unit	13,033	$0.00	--
Exercise	Class A common share	13,033	$0.00	--
Disposition	Class A common share	13,033	$9.02	$118K

Holdings After Transaction: Phantom Restricted Stock Unit — 0 shares (Direct, null); Class A common share — 13,033 shares (Direct, null)

Footnotes (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. 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.

Key Figures

Phantom RSUs vested: 13,033 units Disposition to issuer: 13,033 shares Disposition price: $9.02 per share +3 more

6 metrics

Phantom RSUs vested 13,033 units Vested and exercised on May 10, 2026

Disposition to issuer 13,033 shares Class A common shares disposed on May 10, 2026

Disposition price $9.02 per share Price for Class A shares in issuer disposition

Conversion price $0.00 per share Exercise/conversion of Phantom RSUs into Class A shares

Shares after transaction 0 shares Total Class A common shares held directly post-transaction

Exercised derivative shares 13,033 shares transactionSummary exerciseShares for derivative exercise

Key Terms

Phantom Restricted Stock Unit, Disposition to issuer, derivative security

3 terms

Phantom Restricted Stock Unit financial

"Each Phantom Restricted Stock Unit ("Phantom RSU") represents the cash equivalent of the closing price..."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

derivative security financial

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

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 05:21 PM

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 Francisco 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)

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)
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		13,033	A	⁽¹⁾	13,033	D
Class A common share	05/10/2026		D		13,033	D	$9.02	0	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			13,033	05/10/2026	05/10/2026	Class A common share	13,033	⁽²⁾	0	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.

Remarks:

	/s/ Roman Ajzen, attorney-in-fact on behalf of Francisco 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Arcos Dorados (ARCO) report for Francisco Alberto Staton?

Arcos Dorados reported that director Francisco Alberto Staton had 13,033 Phantom Restricted Stock Units vest and convert into 13,033 Class A shares, which were then disposed of to the issuer and settled in cash under the Phantom RSU Award Agreement.

How many Arcos Dorados (ARCO) Phantom RSUs vested in this Form 4 filing?

The filing shows 13,033 Phantom Restricted Stock Units vesting on May 10, 2026. Each Phantom RSU represented the cash equivalent of one Class A common share’s closing price on the vesting date, plus any dividends paid since the original grant date, if any.

At what price were Arcos Dorados (ARCO) shares disposed of to the issuer?

The Form 4 reports a disposition to the issuer of 13,033 Class A common shares at $9.02 per share. This disposition reflects settlement mechanics linked to the vested Phantom Restricted Stock Units rather than an open-market sale transaction by the director.

Did Francisco Alberto Staton retain any Arcos Dorados (ARCO) shares after this transaction?

According to the Form 4, total Class A common shares held directly by Francisco Alberto Staton following the disposition are 0.0000 shares. The derivativeSummary section also shows no remaining Phantom RSUs, indicating no residual position from this specific award.

Were the Arcos Dorados (ARCO) Phantom RSU transactions discretionary or automatic?

The footnotes state that on May 10, 2026, the Phantom RSUs vested and were settled in cash automatically under the issuer’s Phantom RSU Award Agreement, without any instruction from the reporting person, indicating these were contractual compensation events instead of discretionary trades.