[SCHEDULE 13G] ARCOS DORADOS HOLDINGS INC. SEC Filing

Rhea-AI Filing Summary

Toronto-Dominion Bank (TD) is offering $500,000 aggregate principal amount of four-year, senior unsecured Contingent Barrier Digital Notes linked to the S&P 500® Index (SPX). The notes price on 11 July 2025, settle on 16 July 2025 and mature on 13 July 2029. Each note has a $1,000 face value and will not be listed on any exchange.

Return profile

• Digital Return: 31.85 %; if, on the 10 July 2029 valuation date, the SPX closing level is at or above the 80 % barrier (5,024.368), investors receive $1,318.50 per $1,000 note—regardless of how far the index has risen.
• Downside: If the final level is below the barrier, principal is eroded 1 % for every 1 % decline from the initial level (6,280.46). A 40 % index drop would yield $600; a 100 % drop results in total loss.
• No interim coupons, no participation above 31.85 %.

Key structural features & risk considerations

• Issuer credit risk: payments depend on TD’s ability to pay; notes rank pari-passu with TD’s other senior debt.
• Secondary liquidity: the notes will not be exchange-traded; TD Securities (USA) LLC may, but is not obliged to, make a market. Secondary prices are expected to be below the $1,000 offer price and may be below the modelled estimated value of $968.60.
• Pricing economics: offer price $1,000; underwriting discount $22.50 (2.25 %); net proceeds $977.50. The estimated value is based on TD’s internal funding rate and is lower than the public offer price.
• Barrier mechanics: a small move below the 80 % threshold converts a ≥31.85 % positive payoff into a linear loss, making the note sensitive to late-term market shocks.

Illustrative outcomes

• SPX +60 % → investor receives $1,318.50 (31.85 % gain).
• SPX -19 % → investor still receives $1,318.50.
• SPX -30 % → payout $700 (-30 %).

Distribution & conflicts: TD Securities is the agent and an affiliate of the issuer; J.P. Morgan Securities acts as placement agent. The deal is conducted under FINRA Rule 5121 (conflict of interest). Delivery is T+3; secondary trading on T+1 requires special settlement arrangements.

Material risk disclosures (selected):

• Lack of interim interest and limited upside relative to direct SPX exposure.
• Potential loss of entire principal below the barrier.
• Credit-spread changes and hedging activity may depress secondary prices.
• Complex U.S. and Canadian tax treatment; investors urged to consult tax advisers.

The offering is small relative to TD’s balance sheet and does not materially affect the bank’s capital structure, but may interest yield-seeking investors willing to accept credit and barrier risk in exchange for a capped return.

Insights

Structured Products Analyst

TL;DR Four-year TD digital note pays 31.85 % if SPX ≥ 80 % of start; otherwise loss mirrors SPX decline. No coupons, issuer credit risk.

Assessment: From a product design angle, the note offers an above-market headline return for investors comfortable with a hard 20 % contingent buffer and no upside beyond 31.85 %. The 80 % barrier is tighter than typical 60-70 % barriers seen in similar U.S. structured products, increasing tail-risk of principal loss. The estimated value (96.86 % of face) implies a 3.14 % issuance premium, in line with TD’s recent structured offerings. Given the tiny $0.5 mm deal size, this is a retail-targeted transaction with negligible balance-sheet impact on TD. No material capital, funding or earnings effects are expected for shareholders.

Bank Credit Analyst

TL;DR Issuance is de-minimis for TD; credit risk transfers to noteholders, not TD. No notable impact on funding profile or ratings.

The note is senior unsecured and pari passu with TD’s other obligations, but at only US$0.5 mm it is immaterial to the bank’s US$950 bn asset base. It marginally diversifies funding yet costs slightly more (internal funding rate discount). Rating agencies will ignore the issue; leverage, liquidity and bail-in metrics remain unchanged. From a credit standpoint, the salient point is that investors, not TD, bear market risk; TD strictly bears performance risk on its own credit. Conclusion: neutral impact on TD’s credit profile.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Arcos Dorados Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G0457F107

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G0457F107

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,978,366.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,533,482.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,533,482.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Arcos Dorados Holdings Inc.
(b)	Address of issuer's principal executive offices: RIO NEGRO 1338, FIRST FLOOR, MONTEVIDEO, URUGUAY, 11300
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: G0457F107
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 6,533,482
(b)	Percent of class: 5.0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,978,366
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6,533,482
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	07/15/2025

FAQ

What is the fixed digital return on TD's Contingent Barrier Digital Notes?

If the S&P 500® closes at or above 80 % of its initial level on 10 July 2029, each $1,000 note pays $1,318.50, a 31.85 % return.

How much principal can I lose on the TD (TD) notes?

If the S&P 500® final level is below the 80 % barrier, you lose 1 % of principal for every 1 % index decline, up to a total loss at -100 %.

Are interest or dividends paid during the 4-year term?

No. The notes pay no interim coupons or dividends; all return is delivered at maturity based on the index level.

Why is the estimated value ($968.60) below the $1,000 offer price?

It reflects TD's internal funding rate, hedging costs and dealer compensation. The 3.14 % difference represents structuring and distribution costs.

Will the TD Contingent Barrier Digital Notes trade on an exchange?

No. They are not listed; liquidity depends on TD Securities making a secondary market, which it is not obligated to do.

What credit risk do holders face?

Payments rely on Toronto-Dominion Bank’s senior unsecured creditworthiness; a TD default could prevent full repayment regardless of index performance.