Staton Woods 4

What Happened
Staton Woods, Executive Chairman and Director of Arcos Dorados (ARCO), had Phantom Restricted Stock Units (Phantom RSUs) vest and be cash-settled on May 10, 2026. The filing shows 70,427 Phantom RSUs accounted as an award/settlement, and 58,207 underlying share-equivalents were converted/exercised and then disposed to the issuer at $9.02 per share, generating $525,027. This was a cash settlement of RSUs with shares surrendered to satisfy withholding — not an open-market sale.

Key Details

• Transaction date: May 10, 2026; Form 4 filed May 12, 2026 (timely).
• Disposition: 58,207 share-equivalents surrendered to issuer at $9.02 each = $525,027.
• Award/settlement: 70,427 Phantom RSUs vested and were settled in cash (derivative award).
• Transaction codes reported: M = exercise/conversion of derivative; D = disposition to issuer; A = grant/award.
• Shares owned after transaction: not disclosed in the filing.
• Footnotes: F1—each Phantom RSU equals cash value of one Class A share on vest date (plus dividends); F2—Phantom RSUs vested and were automatically cash-settled; F3—issued under company Phantom RSU policy.

Context
Phantom RSUs are cash-settled awards that pay the cash equivalent of stock value at vesting; they are not the same as buying or selling shares on the open market. The surrender/disposition of share-equivalents to the issuer is a routine method to satisfy tax withholding and does not necessarily indicate a personal decision to liquidate holdings.