Arcos Dorados (NYSE: ARCO) CFO reports Phantom RSU grant and share adjustments

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Form Type

Rhea-AI Filing Summary

Arcos Dorados Holdings Inc. Chief Financial Officer Mariano Tannenbaum reported routine equity compensation changes. On May 10, 2026, he exercised derivative rights tied to 22,526 Class A common shares and a matching 22,526-share disposition to the issuer was recorded at $9.02 per share.

The filing also shows a grant of 30,266 Phantom Restricted Stock Units, each linked to the value of one Class A common share. Footnotes state the Phantom RSUs vested and were settled in cash automatically under the company’s compensation policy, without any instruction from Tannenbaum.

Following these transactions, Tannenbaum directly holds 87,063 Class A common shares and has 30,266 Phantom RSUs outstanding that are scheduled around May 10, 2029. Overall, the activity reflects compensation-related exercises, grants, and a disposition to the issuer rather than open-market trading.

Insider Trade Summary

22,526 shares exercised/converted

Exercise 4 txns

Insider Tannenbaum Mariano

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Restricted Stock Unit	22,526	$0.00	$0.00
Grant/Award	Phantom Restricted Stock Unit	30,266	$0.00	$0.00
Exercise	Class A common share	22,526	$0.00	$0.00
Disposition	Class A common share	22,526	$9.02	$203K

Holdings After Transaction: Phantom Restricted Stock Unit — 30,266 shares (Direct); Class A common share — 64,537 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

Disposition to issuer: 22,526 shares at $9.02 Derivative exercise shares: 22,526 shares Shares held after transactions: 87,063 Class A shares +4 more

7 metrics

Disposition to issuer 22,526 shares at $9.02 Class A common share disposition on May 10, 2026

Derivative exercise shares 22,526 shares Exercise or conversion of derivative security on May 10, 2026

Shares held after transactions 87,063 Class A shares Direct holdings following transactions on May 10, 2026

New Phantom RSU grant 30,266 units Phantom Restricted Stock Unit award on May 10, 2026

Phantom RSU underlying shares 30,266 Class A shares equivalent Each Phantom RSU linked to one Class A common share

Phantom RSU cash settlement basis Closing price per share on vesting date Plus any dividends paid since grant date

Phantom RSU term Until May 10, 2029 Exercise and expiration dates for Phantom RSUs

Key Terms

Phantom Restricted Stock Unit, disposition to issuer, 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..."

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.

vesting date financial

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

Phantom RSU compensation policy financial

"The Phantom RSUs were issued pursuant to the issuer's Phantom RSU compensation policy..."

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 - 05:24 PM

FAQ

What insider transactions did ARCO CFO Mariano Tannenbaum report on May 10, 2026?

Tannenbaum reported exercising derivative rights for 22,526 Class A common shares and a matching 22,526-share disposition to the issuer at $9.02 per share. He also reported a grant of 30,266 Phantom Restricted Stock Units as part of the company’s compensation program.

Did the ARCO CFO buy or sell shares on the open market in this Form 4?

The Form 4 does not show open-market buying or selling. It reports a disposition to the issuer of 22,526 shares and derivative exercises plus cash-settled Phantom RSUs, all tied to compensation arrangements rather than discretionary market trades.

How many Arcos Dorados Class A shares does the CFO hold after these transactions?

After the reported transactions, Mariano Tannenbaum directly holds 87,063 Class A common shares. This figure reflects his position following the derivative exercise and disposition to the issuer recorded in the Form 4 on May 10, 2026.

What Phantom Restricted Stock Unit awards did the ARCO CFO receive?

He received 30,266 Phantom Restricted Stock Units, each tied to the value of one Class A common share. These awards were issued under the company’s Phantom RSU compensation policy, representing cash-equivalent rights rather than actual share ownership on the grant date.

How are Phantom RSUs for ARCO’s CFO settled according to this Form 4?

The Phantom RSUs vest and are settled in cash based on the closing price of a Class A common share on the vesting date, plus any dividends. Footnotes specify that vesting and cash settlement occur automatically under the award agreement, without instructions from the reporting person.

When do the newly granted Phantom RSUs for ARCO’s CFO vest or expire?

The new Phantom RSUs show an exercise and expiration date of May 10, 2029. This indicates the awards are designed to vest and be settled in cash around that date, aligning with the company’s Phantom RSU Award Agreement terms disclosed in the Form 4.

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^*

Tannenbaum Mariano

(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 Financial 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		22,526	A	⁽¹⁾	87,063	D
Class A common share	05/10/2026		D		22,526	D	$9.02	64,537	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			22,526	05/10/2026	05/10/2026	Class A common share	22,526	⁽²⁾	0	D
Phantom Restricted Stock Unit	⁽¹⁾⁽³⁾	05/10/2026		A		30,266		05/10/2029	05/10/2029	Class A common share	30,266	⁽²⁾	30,266	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 Mariano Tannenbaum	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