Compensation shifts for Arcos Dorados (ARCO) COO as Phantom RSUs vest

Rhea-AI Filing Summary

Arcos Dorados Holdings Chief Operating Officer Carlos Eduardo Gonzalez Avila reported routine equity compensation activity. On May 10, 2026, 7,522 Phantom Restricted Stock Units vested, were exercised into 7,522 Class A common shares and then disposed to the issuer at $9.02 per share, settling in cash and leaving no shares from this award outstanding. On the same date, he received a new grant of 22,610 Phantom Restricted Stock Units, each linked to the closing price of one Class A common share plus any dividends at vesting.

Insider Trade Summary

7,522 shares exercised/converted

Exercise 4 txns

Insider Gonzalez Avila Carlos Eduardo

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Restricted Stock Unit	7,522	$0.00	$0.00
Grant/Award	Phantom Restricted Stock Unit	22,610	$0.00	$0.00
Exercise	Class A common share	7,522	$0.00	$0.00
Disposition	Class A common share	7,522	$9.02	$68K

Holdings After Transaction: Phantom Restricted Stock Unit — 22,610 shares (Direct); Class A common share — 0 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

Shares exercised: 7,522 shares Disposition price: $9.02 per share New Phantom RSU grant: 22,610 units +2 more

5 metrics

Shares exercised 7,522 shares Class A common shares from Phantom RSU exercise on May 10, 2026

Disposition price $9.02 per share Shares disposed to issuer on May 10, 2026

New Phantom RSU grant 22,610 units Granted to COO on May 10, 2026

Vesting/settlement date May 10, 2026 Phantom RSUs vested and settled in cash automatically

Expiration date of new RSUs May 10, 2029 New Phantom RSUs vest and expire on this date

Key Terms

Phantom Restricted Stock Unit, derivative security, Disposition to issuer

3 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..."

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.

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

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 - 05:28 PM Learn about SEC filing dates

FAQ

What insider transaction did Arcos Dorados (ARCO) report for its COO?

Arcos Dorados reported routine compensation-related transactions for its COO. On May 10, 2026, 7,522 Phantom RSUs vested, converted into Class A shares, and were then disposed back to the issuer for cash, leaving no shares from this award outstanding.

How many shares were involved in the May 2026 Arcos Dorados COO Form 4?

The Form 4 shows 7,522 Phantom RSUs converting into 7,522 Class A common shares. Those shares were then disposed to the issuer at $9.02 per share as part of cash settlement under the company’s Phantom RSU plan.

What new equity-based award did the Arcos Dorados COO receive?

On May 10, 2026, the COO received 22,610 Phantom Restricted Stock Units. Each unit represents the cash equivalent of one Class A common share’s closing price on the vesting date, plus any dividends paid on that share since the grant date.

Were the Arcos Dorados Phantom RSU transactions discretionary for the COO?

No, the Phantom RSU activity was automatic under company agreements. The filing states the units vested and were settled in cash, and that the Phantom RSUs were issued under the compensation policy, all without any instruction from the reporting person.

Does the Arcos Dorados COO still hold Phantom RSUs after these transactions?

Yes, after prior Phantom RSUs vested and were settled, the COO holds 22,610 new Phantom RSUs. These derivative units are scheduled to vest and expire on May 10, 2029, with settlement based on the future share price and any dividends.

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^*

Gonzalez Avila Carlos Eduardo

(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 Operating 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)
			Code	V	Amount	(A) or (D)	Price
Class A common share	05/10/2026		M		7,522	A	(1)	7,522	D
Class A common share	05/10/2026		D		7,522	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Restricted Stock Unit	(1)	05/10/2026		M			7,522	05/10/2026	05/10/2026	Class A common share	7,522	(2)	0	D
Phantom Restricted Stock Unit	(1)(3)	05/10/2026		A		22,610		05/10/2029	05/10/2029	Class A common share	22,610	(2)	22,610	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 Carlos Gonzalez Avila	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)