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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Staton Woods

(Last) (First) (Middle)
RIO NEGRO 1338, FIRST FLOOR

(Street)
MONTEVIDEO X3 11100

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
Arcos Dorados Holdings Inc. [ ARCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common share 106,129 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Restricted Stock Unit 05/10/2026(1) 05/10/2026(1) Class A common share 58,207 (1) D
Phantom Restricted Stock Unit 05/10/2027(1) 05/10/2027(1) Class A common share 49,505 (1) D
Phantom Restricted Stock Unit 05/10/2028(1) 05/10/2028(1) Class A common share 72,007 (1) D
Class B common share (2) (2) Class A common share 80,000,000 (2) I Held by Los Laureles Ltd.
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. The date exercisable and expiration date represent the vesting date for this Phantom RSU. Each Phantom RSU will be settled in cash promptly following the vesting date.
2. Each Class B common share is convertible into one Class A common share at the option of the reporting person, subject to the prior written approval of McDonald's Corporation. In addition, each Class B common share will convert automatically into one Class A common share at such time as the reporting person ceases to hold, directly or indirectly, at least 20% of the aggregate number of outstanding Class A and Class B common shares.
Remarks:
/s/ Roman Ajzen, attorney-in-fact on behalf of Woods Staton 03/18/2026
** 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 5 (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.