UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from ________________ to ________________

Commission file number: 001-35129

Arcos Dorados Holdings Inc.

(Exact name of Registrant as specified in its charter)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Río Negro 1338, First Floor

Montevideo, Uruguay, 11100

(Address of principal executive offices)

Roman Ajzen

Chief Legal Officer

Arcos Dorados Holdings Inc.

Río Negro 1338, First Floor

Montevideo, Uruguay 11100

Telephone: +598 2626-3000

Fax: +598 2626-3018

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A shares, no par value	ARCO	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.

Class A shares: 130,663,057

Class B shares: 80,000,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	☐	Non-accelerated filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP	x	International Financial Reporting Standards as issued by the International Accounting Standards Board	o	Other	o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

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ARCOS DORADOS HOLDINGS INC.

	Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	iv
FORWARD-LOOKING STATEMENTS	vi
ENFORCEMENT OF JUDGMENTS	vii
PART I	1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
A. Directors and Senior Management	1
B. Advisers	1
C. Auditors	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
A. Offer Statistics	1
B. Method and Expected Timetable	1
ITEM 3. KEY INFORMATION	2
A. Selected Financial Data	2
B. Capitalization and Indebtedness	9
C. Reasons for the Offer and Use of Proceeds	9
D. Risk Factors	10
ITEM 4. INFORMATION ON THE COMPANY	32
A. History and Development of the Company	32
B. Business Overview	34
C. Organizational Structure	56
D. Property, Plants and Equipment	57
ITEM 4A. UNRESOLVED STAFF COMMENTS	57
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	57
A. Operating Results	57
B. Liquidity and Capital Resources	80
C. Research and Development, Patents and Licenses, etc.	88
D. Trend Information	88
E. Critical Accounting Estimates	90
F. Safe Harbor	90
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	90
A. Directors and Senior Management	90
B. Compensation	97
C. Board Practices	98
D. Employees	99
E. Share Ownership	101
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	102
A. Major Shareholders	102
B. Related Party Transactions	103
C. Interests of Experts and Counsel	104

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ITEM 8. FINANCIAL INFORMATION	105
A. Consolidated Statements and Other Financial Information	105
B. Significant Changes	107
ITEM 9. THE OFFER AND LISTING	107
A. Offering and Listing Details	107
B. Plan of Distribution	107
C. Markets	107
D. Selling Shareholders	107
E. Dilution	107
F. Expenses of the Issue	107
ITEM 10. ADDITIONAL INFORMATION	107
A. Share Capital	107
B. Memorandum and Articles of Association	108
C. Material Contracts	117
D. Exchange Controls	122
E. Taxation	123
F. Dividends and Paying Agents	126
G. Statement by Experts	126
H. Documents on Display	126
I. Subsidiary Information	126
J. Annual Report to Security Holders	126
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	126
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	129
A. Debt Securities	129
B. Warrants and Rights	129
C. Other Securities	129
D. American Depositary Shares	129
PART II	130
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	130
A. Defaults	130
B. Arrears and Delinquencies	130
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	130
A. Material Modifications to Instruments	130
B. Material Modifications to Rights	130
C. Withdrawal or Substitution of Assets	130
D. Change in Trustees or Paying Agents	130
E. Use of Proceeds	130
ITEM 15. CONTROLS AND PROCEDURES	130
A. Disclosure Controls and Procedures	130
B. Management’s Annual Report on Internal Control over Financial Reporting	130
C. Attestation Report of the Registered Public Accounting Firm	131
D. Changes in Internal Control over Financial Reporting	132

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ITEM 16. [RESERVED]	133
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	133
ITEM 16B. CODE OF ETHICS	133
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	133
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	134
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	134
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	134
ITEM 16G. CORPORATE GOVERNANCE	134
ITEM 16H. MINE SAFETY DISCLOSURE	135
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	135
ITEM 16J. INSIDER TRADING POLICIES	135
ITEM 16K. CYBERSECURITY	135
PART III	137
ITEM 17. FINANCIAL STATEMENTS	137
ITEM 18. FINANCIAL STATEMENTS	137
ITEM 19. EXHIBITS	137

iii

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to the U.S. dollar. All references to “Argentine pesos” or “ARS$” are to the Argentine peso. All references to “Brazilian reais” or “R$” are to the Brazilian real. All references to “Mexican pesos” or “Ps.” are to the Mexican peso. All references to “Chilean pesos” or “CLPs” are to the Chilean peso. All references to “Venezuelan bolívares” or “Bs.” are to the Venezuelan bolívar, the legal currency of Venezuela. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls” for information regarding exchange rates for the Argentine, Brazilian and Mexican currencies.

Definitions

In this annual report, unless the context otherwise requires, all references to “Arcos Dorados,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Arcos Dorados Holdings Inc., together with its subsidiaries. All references to “systemwide” refer only to the system of McDonald’s-branded restaurants operated by us or our sub‑franchisees in 21 countries and territories in Latin America and the Caribbean, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Saint Martin (French part) and Sint Maarten (Dutch part, and, together with the French Part, “St. Martin”), Trinidad and Tobago, Uruguay, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela, which we refer to as the “Territories,” and do not refer to the system of McDonald’s-branded restaurants operated by McDonald’s Corporation, its affiliates or its franchisees (other than us).

We own our McDonald’s franchise rights pursuant to a Third Amended and Restated Master Franchise Agreement for all of the Territories, except Brazil, which we refer to as the “MFA,” and a separate, but substantially identical, Third Amended and Restated Master Franchise Agreement for Brazil, which we refer to as the “Brazilian MFA.” We refer to the MFA and the Brazilian MFA, as amended or otherwise modified to date, collectively as the “MFAs.” We commenced operations on August 3, 2007, as a result of our purchase of McDonald’s operations and real estate in the Territories (except for Trinidad and Tobago, and St. Martin), which we refer to collectively as the “McDonald’s LatAm” business, and the acquisition of McDonald’s franchise rights pursuant to the MFAs, which together with the purchase of the McDonald’s LatAm business, we refer to as the “Acquisition.”

Financial Statements

We prepare our consolidated financial statements in accordance with accounting principles and standards generally accepted in the United States, or U.S. GAAP, and elect to report in U.S. dollars.

The financial information contained in this annual report includes our consolidated financial statements at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, which have been audited by Pistrelli, Henry Martin y Asociados S.A. (successor firm of Pistrelli, Henry Martin y Asociados S.R.L.), member Firm of Ernst & Young Global Limited, as stated in their report included elsewhere in this annual report.

Our fiscal year ends on December 31. References in this annual report to a fiscal year, such as “fiscal year 2025,” relate to our fiscal year ended on December 31 of that calendar year.

Operating Data

Our operations are comprised of three geographic divisions, as follows: (i) Brazil, (ii) the North Latin American division, or “NOLAD,” consisting of Costa Rica, Mexico, Panama, Puerto Rico, Martinique, Guadeloupe, French Guiana, the U.S. Virgin Islands of St. Croix and St. Thomas, St. Martin, and (iii) the South Latin American division, or “SLAD,” consisting of Argentina, Chile, Ecuador, Peru, Uruguay, Colombia, Venezuela, Trinidad and Tobago, Aruba and Curaçao. For more information see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Segment Presentation.”

We operate McDonald’s-branded restaurants under two different operating formats: those directly operated by us, or “Company-operated” restaurants, and those operated by sub‑franchisees, or “franchised” restaurants. All references to “restaurants” are to our freestanding, food court, in-store and mall store restaurants and do not refer to our McCafé locations or Dessert Centers. Systemwide data represents measures for both our Company-operated restaurants and our franchised restaurants.

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We are the majority stakeholder in two joint ventures with third parties that collectively own 19 restaurants in Argentina and Chile. We consider these restaurants to be Company-operated restaurants. We also have granted developmental licenses to five restaurants. Developmental licensees own or lease the land and buildings on which their restaurants are located and pay a franchise fee to us in addition to the royalties due to McDonald’s. We consider these restaurants to be franchised restaurants and we refer to them as stand-alone restaurants. We are also a minority stakeholder in a joint venture formed with a Mexican sub-franchisee, which owns 45 restaurants. We consider these restaurants to be franchised restaurants. The Company’s joint ventures in Argentina, Chile and Mexico operate as a joint venture under the traditional definition used within the McDonald’s system for such business arrangements. For purposes of this annual report, a joint venture is an entity that operates certain restaurants in the Company’s territory in which the Company is a stakeholder together with a third party. This third party is always a sub-franchisee of the Company. Although in most joint ventures the Company exercises control or significant influence over the entity’s operating and financial policies, the third party is responsible for the day-to-day operation of the entity’s restaurants. Restaurants operated by entities in which the Company has a majority stake are considered to be Company-operated; whereas, restaurants operated by entities in which the Company holds a minority stake are considered to be franchised restaurants.

Market Share and Other Information

Market data and certain industry forecast data used in this annual report were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the United States Securities and Exchange Commission, or the “SEC,” website) and industry publications, including the United Nations Economic Commission for Latin America and the Caribbean and the CIA World Factbook. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly, internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this annual report, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this annual report.

Basis of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP on the accrual basis of accounting and include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Rounding

We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

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FORWARD-LOOKING STATEMENTS

This annual report contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Many of the forward-looking statements contained in this annual report can be identified by the use of forward-looking words such as “aim,” “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others.

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in “Item 3. Key Information—D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:

•general economic, political, social, demographic and business conditions in Latin America and the Caribbean;

•fluctuations in inflation, interest rates and exchange rates in Latin America and the Caribbean;

•our ability to implement our growth strategy;

•the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors;

•our ability to compete and conduct our business in the future;

•unforeseen events, such as disruptions, natural disasters, adverse weather conditions, wars, pandemics and other catastrophic events, such as hurricanes and earthquakes;

•changes in consumer tastes and preferences, including changes resulting from concerns over nutritional or safety aspects of beef, poultry, french fries or other foods or the effects of pandemics or food-borne illnesses, bovine spongiform encephalopathy disease and avian influenza or “bird flu,” and changes in spending patterns and demographic trends, such as the extent to which consumers eat meals away from home;

•the availability, location and lease terms for restaurant development;

•our sub‑franchisees, including their business and financial viability and the timely payment of our sub‑franchisees’ obligations due to us and to McDonald’s;

•our ability to comply with the requirements of the MFAs, including McDonald’s standards;

•our decision to own and operate restaurants or to sub-franchise them;

•the availability of qualified restaurant personnel for us and for our sub‑franchisees, and the ability to retain such personnel;

•changes in commodity costs, labor, supply, fuel, utilities, distribution and other operating costs;

•changes in labor laws;

•our ability, if necessary, to secure alternative distribution of supplies of food, equipment and other products to our restaurants at competitive rates and in adequate amounts, and the potential financial impact of any interruptions in such distribution;

•material changes in government regulation;

•material changes in tax legislation;

•climate change manifesting as physical or transition risks;

•climate-related conditions, regulations, targets and weather events;

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•changes in our liquidity or the availability of lines of credit and other sources of financing;

•other factors that may affect our financial condition, liquidity and results of operations; and

•other risk factors discussed under “Item 3. Key Information—D. Risk Factors.”

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

ENFORCEMENT OF JUDGMENTS

We are incorporated under the laws of the British Virgin Islands with limited liability. We are incorporated in the British Virgin Islands because of certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of exchange control or currency restrictions, and the availability of professional and support services. However, the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

A majority of our directors and officers, as well as certain of the experts named herein, reside outside of the United States. A substantial portion of our assets and several of such directors, officers and experts are located principally in Argentina, Brazil and Uruguay. As a result, it may not be possible for investors to effect service of process outside Argentina, Brazil and Uruguay upon such directors or officers, or to enforce against us or such parties in courts outside Argentina, Brazil and Uruguay judgments predicated solely upon the civil liability provisions of the federal securities laws of the United States or other non-Argentine, Brazilian or Uruguayan regulations, as applicable. In addition, local counsel to the Company have advised that there is doubt as to whether the courts of Argentina, Brazil or Uruguay would enforce in all respects, to the same extent and in as timely a manner as a U.S. court or non-Argentine, Brazilian or Uruguayan court, an original action predicated solely upon the civil liability provisions of the U.S. federal securities laws or other non-Argentine, Brazilian or Uruguayan regulations, as applicable; and that the enforceability in Argentine, Brazilian or Uruguayan courts of judgments of U.S. courts or non-Argentine, Brazilian or Uruguayan courts predicated upon the civil liability provisions of the U.S. federal securities laws or other non-Argentine, Brazilian or Uruguayan regulations, as applicable, will be subject to compliance with certain requirements under Argentine, Brazilian or Uruguayan law, including the condition that any such judgment does not violate Argentine, Brazilian or Uruguayan public policy.

We have been advised by Maples and Calder, our counsel as to British Virgin Islands law, that the United States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be automatically enforceable in the British Virgin Islands. We have been advised by Maples and Calder that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the British Virgin Islands under British Virgin Islands common law.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Not applicable.

B. Advisers

Not applicable.

C. Auditors

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

A. Offer Statistics

Not applicable.

B. Method and Expected Timetable

Not applicable.

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ITEM 3. KEY INFORMATION

A. Selected Financial Data

The selected balance sheet data as of December 31, 2025 and 2024 and the income statement data for the years ended December 31, 2025, 2024 and 2023 of Arcos Dorados Holdings Inc. are derived from the consolidated financial statements included elsewhere in this annual report, which have been audited by Pistrelli, Henry Martin y Asociados S.A., member firm of Ernst & Young Global Limited.

We were incorporated on December 9, 2010 as a direct, wholly-owned subsidiary of Arcos Dorados Limited, the prior holding company for the Arcos Dorados business. On December 13, 2010, Arcos Dorados Limited effected a downstream merger into and with us, with us as the surviving entity. The merger was accounted for as a reorganization of entities under common control in a manner similar to a pooling of interest and the consolidated financial statements reflect the historical consolidated operations of Arcos Dorados Limited as if the reorganization structure had existed since Arcos Dorados Limited was incorporated in July 2006. We did not commence operations until the Acquisition on August 3, 2007.

We prepare our consolidated financial statements in accordance with accounting principles and standards generally accepted in the United States, or U.S. GAAP, and elect to report in U.S. dollars. This financial information should be read in conjunction with “Presentation of Financial and Other Information,” “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements, including the notes thereto, included elsewhere in this annual report.

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	For the Years Ended December 31,
	2025			2024			2023
	(in thousands of U.S. dollars, except percentages)
Other Data:
Total Revenues
Brazil		1,770,301			1,768,311			1,701,547
NOLAD		1,266,129			1,225,751			1,132,912
SLAD		1,641,829			1,476,100			1,497,419
Total
Operating Income (Loss)
Brazil		278,043			269,019			230,024
NOLAD	71,144			67,412			73,237
SLAD	119,959			87,406			121,683
Corporate and others and purchase price allocation	(104,753)			(99,322)			(110,905)
Total
Operating Margin(1)
Brazil	15.7		%	15.2		%	13.5		%
NOLAD	5.6			5.5			6.5
SLAD	7.3			5.9			8.1
Corporate and others and purchase price allocation	(2.2)			(2.2)			(2.6)
Total	7.8		%	7.3		%	7.2		%
Adjusted EBITDA(2)
Brazil		358,774			340,002			300,177
NOLAD	130,860			116,256			115,364
SLAD	180,097			133,692			160,380
Corporate and others	(94,522)			(89,850)			(103,617)
Total
Net Income attributable to Arcos Dorados Holdings Inc.
Adjusted EBITDA Margin(3)
Brazil	20.3		%	19.2		%	17.6		%
NOLAD	10.3			9.5			10.2
SLAD	11.0			9.1			10.7
Corporate and others	(2.0)			(2.0)			(2.4)
Total	12.3		%	11.2		%	10.9		%
Other Financial Data:
Net Income attributable to Arcos Dorados Holdings Inc. Margin (4)	4.5		%	3.3		%	4.2		%
Working capital(5)		23,223			(297,521)			(236,392)
Capital expenditures and purchase of restaurant businesses paid at acquisition date	288,407			333,719			362,178
Cash Dividends declared per common share		0.24			0.24			0.19

All values are in US Dollars.

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	As of December 31,
	2025	2024	2023
Number of systemwide restaurants(6)	2,520	2,428	2,361
Brazil	1,230	1,173	1,130
NOLAD	669	654	647
SLAD	621	601	584
Number of Company-operated restaurants	1,800	1,725	1,678
Brazil	762	723	689
NOLAD	522	497	494
SLAD	516	505	495
Number of franchised restaurants	720	703	683
Brazil	468	450	441
NOLAD	147	157	153
SLAD	105	96	89

(1)Operating margin is operating income divided by revenues for each division, except for Corporate and others and purchase price allocation which is calculated as Operating loss divided by Total Revenues, since there are no revenues assigned to this segment, expressed as a percentage. Total Operating margin is calculated as Total Operating Income divided by Total Revenues, expressed as a percentage.

(2)Adjusted EBITDA is a measure of our performance that is reviewed by our management. Adjusted EBITDA does not have a standardized meaning and, accordingly, our definition of Adjusted EBITDA may not be comparable to Adjusted EBITDA as used by other companies. Total Adjusted EBITDA is a non-GAAP measure. For our definition of Adjusted EBITDA, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Key Business Measures.”

(3)Adjusted EBITDA margin is Adjusted EBITDA divided by revenues for each division, except for Corporate and others which is calculated as Adjusted EBITDA divided by Total Revenues, since there are no revenues assigned to this segment, expressed as a percentage. Total Adjusted EBITDA margin is calculated as Total Adjusted EBITDA divided by Total Revenues, expressed as a percentage.

(4)Net Income attributable to Arcos Dorados Holdings Inc. margin is Net Income attributable to Arcos Dorados Holdings Inc. divided by Total Revenues, expressed as a percentage.

(5)Working capital equals current assets minus current liabilities.

(6)Includes both traditional restaurants and satellite non-traditional restaurants. We define non-traditional satellite restaurants as those points of distribution that have one or more of the following characteristics: (i) depend on another of our restaurants, (ii) offer a limited menu of products, (iii) have approximately 30% of the size of our average restaurants (other than McCafé or other satellites), (iv) generate approximately 50% of the gross sales of our average restaurants (other than McCafé or other satellites), or (v) are located inside a Wal-Mart.

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Presented below is the reconciliation between net income and Adjusted EBITDA on a consolidated basis:

Consolidated Adjusted EBITDA Reconciliation		For the Years Ended December 31,
	2025			2024			2023
		(in thousands of U.S. dollars)
Net income attributable to Arcos Dorados Holdings Inc.		$	212,116		$	148,759		$	181,274
Plus (Less):
Net interest expense and other financing results		13,660			47,238			32,275
Loss (Gain) from derivative instruments		3,078			(941)			13,183
Foreign currency exchange results		4,859			15,063			(10,774)
Other non-operating expenses, net		1,484			3,873			1,238
Income tax expense, net		128,728			109,903			95,702
Net income attributable to non-controlling interests		468			620			1,141
Operating income		364,393			324,515			314,039
Plus (Less):
Items excluded from computation that affect operating income:
Depreciation and amortization		197,257			177,354			149,268
Gains from sale and insurance recovery of property and equipment		(2,641)			(5,486)			(2,030)
Write-offs of long-lived assets		6,557			2,650			8,401
Impairment of long-lived assets		922			1,067			2,626
Reorganization and optimization plan		8,721			—			—
Adjusted EBITDA		575,209			500,100			472,304

Exchange Rates and Exchange Controls

In 2025, 63.0% of our total revenues were derived from our restaurants in Brazil, Argentina and Mexico. While we report figures in U.S. dollars, our revenues are generated in the local currencies of the territories in which we operate and may therefore be affected by exchange rate fluctuations. The exchange rates discussed in this section have been obtained from each country’s central bank. For consolidation purposes, we use foreign currency to U.S. dollar exchange rates obtained from Bloomberg. Any differences between these sources are not material.

Brazil

Exchange Rates

The Brazilian real appreciated 8.2% against the U.S. dollar in 2023, depreciated 27.2% in 2024, appreciated 11.0% in 2025 and appreciated 5.7% in the first quarter of 2026. As of April 27, 2026, the exchange rate for the purchase of U.S. dollars was R$4.98 per U.S. dollar.

The Brazilian real has historically experienced periods of significant volatility against the U.S. dollar, influenced by various economic, political, and external factors, including macroeconomic conditions, inflationary pressures, interest rate differentials, fiscal and monetary policies, global commodity prices, and investor sentiment towards emerging markets. There is an ongoing market concern regarding Brazil’s fiscal outlook, including fiscal targets and government spending constraints, which have contributed to investor uncertainty. Additionally, global monetary policy dynamics, particularly the stance of the U.S. Federal Reserve, as well as geopolitical developments, continue to impact the U.S. dollar and drive exchange rate volatility.

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Exchange Controls

The Central Bank of Brazil may issue further regulations in relation to foreign exchange transactions, as well as on payments and transfers of Brazilian currency between Brazilian residents and non-residents (such transfers being commonly known as the international transfer of reais), including those made through so-called non-resident accounts.

Brazilian law also imposes a tax on foreign exchange transactions on the conversion of reais into foreign currency and on the conversion of foreign currency into reais. As of June 11, 2025, the general IOF/Exchange rate applicable to almost all foreign currency exchange transactions was increased from 0.38% to 3.5%, although other rates may apply in particular operations, such as the below transactions which are currently not taxed:

•inflow related to transactions carried out in the Brazilian financial and capital markets, including investments in our common shares by investors which register their investment under Joint CVM-Central Bank of Brazil Resolution No. 13/2024;

•outflow related to the return of the investment mentioned under the first bulleted item above; and

•outflow related to the payment of dividends and interest on shareholders’ equity in connection with the investment mentioned under the first bulleted item above.

•Inflow related to loans: International loans in USD/EUR with a tenor of less than 364 days: 3.5% IOF on the principal amount. Loans in local currency: 0.38% plus 0.0082% per day over the principal for the duration of the operation.

Notwithstanding these rates of the IOF/Exchange, in force as of the date hereof, the Minister of Finance is legally entitled to increase the rate of the IOF/Exchange to a maximum of 25% of the amount of the currency exchange transaction, but only on a prospective basis.

Although the Central Bank of Brazil has intervened occasionally to control movements in the foreign exchange rates, the exchange market may continue to be volatile as a result of capital movements or other factors, and, therefore, the Brazilian real may substantially decline or appreciate in value in relation to the U.S. dollar in the future.

Brazilian law further provides that whenever there is a significant imbalance in Brazil’s balance of payments or reasons to foresee such a significant imbalance, the Brazilian government may, and has done so in the past, impose temporary restrictions on the remittance of funds to foreign investors of the proceeds of their investments in Brazil. The likelihood that the Brazilian government would impose such restricting measures may be affected by the extent of Brazil’s foreign currency reserves, the availability of foreign currency in the foreign exchange markets on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole and other factors. We cannot assure you that the Central Bank of Brazil will not modify its policies or that the Brazilian government will not institute restrictions or delays on cross-border remittances in respect of securities issued in the international capital markets.

Argentina

Exchange Rates

The Argentine peso depreciated 357.4% against the U.S. dollar in 2023, depreciated 27.5% in 2024, depreciated 40.8% in 2025 and appreciated 4.8% in the first quarter of 2026. As of April 27, 2026, the exchange rate for the purchase of U.S. dollars was ARS$1,417.02 per U.S. dollar.

Exchange Controls

Since 2019, Argentina has had currency controls in place that tightened restrictions on capital flows, exchange controls, the official U.S. dollar exchange rate and transfers that substantially limit the ability of companies to retain foreign currency or make payments abroad.

By means of Decree No. 609/2019, as amended, the Argentine government reinstated foreign exchange controls and authorized the Central Bank of Argentina to (a) regulate access to the foreign exchange market (Mercado Libre de Cambios or “MLC”) for the purchase of foreign currency and outward remittances; and (b) set forth regulations to avoid practices and transactions aimed to circumvent the measures adopted through the decree. As a consequence of these exchange controls, the spread between the official exchange rate and other exchange rates implicitly resulting from certain capital market operations usually effected to obtain U.S. dollars broadened significantly during 2023.

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The current administration implemented a currency adjustment, leading to a 120.6% depreciation of the Peso in December 2023, followed by the establishment of a guideline by the Central Bank of Argentina of a 2% monthly devaluation of the exchange rate, which was reduced to 1% in February 2025. In April 2025, the Argentine government established floating bands, between Ps. 1,000 and Ps. 1,400, at a rate of 1% per month, within which the dollar exchange rate was allowed to float. As of January 1, 2026, the Central Bank of Argentina transitioned to a new floating band system. Under this framework, the exchange rate fluctuates between a floor and a ceiling that are adjusted monthly based on the Argentine consumer price index with a two-month lag ($T-2$). The Central Bank only intervenes if the exchange rate reaches the limits of these bands. The abovementioned exchange rate as of April 27, 2026, was within the applicable floating band. In addition, the current administration has implemented reforms to reduce the burden for access to the MLC by importers and other market participants.

At present, foreign exchange regulations have been consolidated in a single regulation, Communication “A” 8307, as subsequently amended and supplemented from time to time by the Central Bank’s communications (the “Argentine FX Regulations”).

Specific provisions for inward remittances

Obligation to repatriate and settle in Argentine pesos the proceeds from exports of services

Section 2.2 of the Argentine FX Regulations imposes the obligation on exporters to repatriate, and exchange into Argentine pesos through the MLC, the proceeds from services rendered to non-residents within 20 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.

Sale of non-financial non-produced assets

Pursuant to Section 2.3 of the Argentine FX Regulations, the proceeds in foreign currency of the sale to non-residents of non-financial non-produced assets must be repatriated and settled in Argentine pesos in the MLC within 20 business days following either the perception of funds in the country or abroad, or their accreditation in foreign accounts.

External financial indebtedness

Pursuant to Section 2.4 of the Argentine FX Regulations, the proceeds of new financial indebtedness disbursed as of September 1, 2019, must be repatriated, and exchanged into Argentine pesos through the MLC, as a condition for accessing the MLC to make debt principal and service payments thereunder. The reporting of debt under the reporting regime established by Communication “A” 6401 (as amended and restated from time to time, the “External Assets and Liabilities Reporting Regime”) is also a condition to access the MLC to repay external financial indebtedness.

Access to the MLC to make such payments more than three days in advance of the due date is, as a general rule, subject to the Central Bank of Argentina’s prior authorization. Prepayments made with funds from new foreign loans duly settled or in connection with debt refinancing or liability management processes may be exempt from such prior authorization from Argentina’s Central Bank to the extent they comply with several requirements as set forth in Section 3.5 of the Argentine FX Regulations.

Specific Provisions Regarding Access to the MLC

Payment of principal under intercompany foreign financial indebtedness and payment of dividends

Access to the MLC for payments of principal or interest under intercompany foreign financial indebtedness is subject to the Central Bank of Argentina’s prior approval. Certain specific exceptions apply and are included in Section 3.5.6. of the Argentine FX Regulations. Likewise, in April 2025, the Central Bank authorized the distribution of profits to foreign shareholders of Argentine companies, applicable to financial years commencing in 2025.

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Payment of imports of goods

Pursuant to Argentine FX Regulations, accessing the MLC to make deferred payments for new imports of goods with customs entry registration as from December 13, 2023, does not require Central Bank of Argentina’s prior approval, when in addition to the other applicable regulatory requirements, it is verified that the payment complies with the requirements established in Section 10.10.1 of the Argentine FX Regulations.

In addition, Section 3.1 of the Argentine FX Regulations allows access to the MLC for the payment of imports of goods, establishing different conditions depending on whether they are payments of imports of goods with customs entry registration, or payments of imports of goods with pending customs entry registration. It also provides for the reestablishment of the “SEPAIMPO”, the import payment tracking system, for the purpose of monitoring import payments, import financing and the demonstration of the entry of goods into the country.

A licensing regime is also in place, which requires importers of non-automatic import licenses to provide information about the product they intend to import (e.g., FOB value, type and quantity, commercial brand, model, country of origin and of shipping).

Though there are additional exceptions to the access to the MLC for the payment of imports of goods, they do not apply to the operations of our Company.

Payment of services provided by non-residents

Pursuant to Section 13.1 of the Argentine FX Regulations, residents may access the MLC for payment of services rendered by non-residents, as long as, among other requirements, it is verified that the operation has been declared, if applicable, in the last overdue presentation of the External Assets and Liabilities Reporting Regime. As a general rule, if the non-resident service provider is not an affiliated company, access to the MLC for payment of services is granted once the services have been rendered. In the case of intercompany services, access is generally granted within 90 days from the date the services are provided.

Access to the MLC for the prepayment of debts for services requires prior authorization by the Central Bank of Argentina.

Other Specific Provisions

Additional requirements on outflows through the MLC

As a general rule, and in addition to any rules regarding the specific purpose for access, certain general requirements must be met by a local company or individual to access the MLC for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad; payment of services rendered by non-residents; remittances of profits and dividends; payment of principal and interest on external indebtedness; payments of interest on debts for the import of goods and services, among others). These include the following:

(i) during the 90 calendar days preceding the date of such access, the local company must not have directly or indirectly or on behalf of a third party:

(a) sold securities in Argentina, with settlement in foreign currency;

(b) transferred securities to a foreign depositary;

(d) purchased in Argentina securities issued by non-resident issuers with settlement in Argentine pesos;

(e) acquired Argentine depositary certificates representing shares issued by non-resident companies,

(f) acquired corporate debt securities representing private debt issued in foreign jurisdiction; and

(g) delivered Argentine pesos or any other local assets (other than foreign currency funds deposited in Argentine banks) to any person, receiving in exchange thereof, whether prior to or after such delivery, and whether directly or indirectly through a related, controlled or controlling entity, foreign assets, crypto assets or securities deposited abroad.

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(ii) on the date of such access, the local company must:

(a) not have any available foreign liquid assets or Argentine depositary certificates representing shares issued by non‑resident companies for an aggregate amount exceeding U.S.$100,000. The Argentine FX Regulations contains a non-exhaustive list of assets that qualify as “foreign liquid assets” for purposes thereof, which include foreign currency bills and coins, gold bars, sight deposits with foreign banks and, generally, any investment that allows for immediate availability of foreign currency (e.g., foreign bonds and securities, investment accounts with foreign investment managers, crypto-assets, cash held with payment service providers, etc.);

(b) deposit all its local holdings of foreign currency in accounts held with local financial institutions.

(c) undertake to settle through the MLC within 5 business days from the date of receipt of any funds originating from abroad as a result of the repayment of loans, the release of term-deposits or the sale of any type of asset, to the extent the asset was originally acquired, the deposit made or the loan granted, as applicable, after May 28, 2020; and

(d) during the 90 calendar days following such access to the MLC, undertake to not sell securities issued by residents in Argentina for foreign currency, transfer such securities to foreign depositaries, exchange such securities for other foreign assets, or purchase foreign securities with pesos in Argentina.

Furthermore, in order to access the MLC without obtaining prior approval from the Central Bank of Argentina, the local company has to file several affidavits. In connection with this matter, the affidavit shall meet certain requirements established in Section 3.16.3 of the Argentine FX Regulations.

Foreign Exchange Criminal Regime

Foreign exchange regulations are characterized as “public policy” rules in Argentina. Failure to comply with such provisions could result in penalties pursuant to the Foreign Exchange Criminal Law No. 19,359.

Although the current administration has implemented measures aimed at gradually easing certain foreign exchange restrictions, including the authorization, as of 2026, to distribute and remit dividends abroad subject to applicable regulatory requirements, foreign exchange regulations remain subject to change. The Central Bank of Argentina and the federal government may impose additional exchange controls or modify existing regulations in the future, which could further impact our ability to transfer funds abroad and may prevent or delay payments that our Argentine subsidiaries are required to make outside Argentina.

Mexico

Exchange Rates

The Mexican peso appreciated 13% against the U.S. dollar in 2023, depreciated 22.5% in 2024, appreciated 13.5% in 2025 and appreciated 0.4% in the first quarter of 2026. As of April 27, 2026, the free-market exchange rate for the purchase of U.S. dollars was Ps.17.38 per U.S. dollar.

Exchange Controls

In recent years, the Mexican government has maintained a policy of non-intervention in the foreign exchange markets, other than conducting periodic auctions for the purchase of U.S. dollars, and has not had in effect any exchange controls (although these controls have existed and have been in effect in the past). We cannot assure you that the Mexican government will maintain its current policies with regard to the Mexican peso or that the Mexican peso will not further depreciate or appreciate significantly in the future.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

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D. Risk Factors

Our business, financial condition and results of operations could be materially and adversely affected if any of the risks described below occur. As a result, the market price of our class A shares could decline, and you could lose all or part of your investment. This annual report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our company or investments in Latin America and the Caribbean described below and elsewhere in this annual report.

Summary of Risk Factors

An investment in our Company is subject to a number of risks, including risks related to our business, results of operations, financial condition, liquidity and indebtedness, industry, and reputation. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3. Key Information—D. Risk Factors” in this annual report for a more thorough description of these and other risks.

Risks Related to Our Business and Operations

•Our rights to operate and franchise McDonald’s-branded restaurants are dependent on the MFAs, the termination or expiration of which would materially adversely affect our business, results of operations, financial condition and prospects.

•Our business depends on our relationship with McDonald’s and changes in this relationship may adversely affect our business, results of operations and financial condition.

•McDonald’s has the right to acquire control of all or portions of our business upon the occurrence of certain events and, in the case of a material breach of the MFAs, may terminate such MFA and acquire our non-public shares or our interests in one or more Territories at 80% of their fair market value.

•Our business activity and results of operations may be negatively affected by unforeseen events, such as disruptions, natural disasters, adverse weather conditions, national and international armed conflicts and wars, pandemics, or other catastrophic events, such as hurricanes, earthquakes and floods.

•The failure to successfully manage our future growth may adversely affect our results of operations.

•From time to time, we rely on informal agreements with third-party suppliers and distributors for the provision of products and services that are necessary for our operations.

•Supply chain interruptions may increase our costs and reduce revenues.

•Information technology system failures or interruptions or breaches of our network security may interrupt our operations, exposing us to lost sales, increased operating costs, fraud, data protection incidents and litigation.

•Our financial condition and results of operations depend, to a certain extent, on the financial condition of our sub‑franchisees and their ability to fulfill their obligations under their franchise agreements.

•We do not have full operational control over the businesses of our sub‑franchisees.

•Ownership and leasing of a broad portfolio of real estate exposes us to potential losses and liabilities.

•The success of our business is dependent on the effectiveness of our marketing strategy.

•The inability to attract and retain qualified management may affect our growth and results of operations.

•The resignation, termination, permanent incapacity or death of our Executive Chairman could adversely affect our business, results of operations, financial condition and prospects.

•Labor shortages or increased labor costs could harm our results of operations.

•A failure by McDonald’s to protect its intellectual property rights, including its brand image, could harm our results of operations.

Risks Related to Our Results of Operations and Financial Condition

•We may use non-committed lines of credit to partially finance our working capital needs.

•Covenants and events of default in the agreements governing our outstanding indebtedness could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

•Fluctuation in market interest rates could affect our ability to refinance our indebtedness or results of operations.

•Inflation and government measures to curb inflation may adversely affect the economies in the countries where we operate, our business and results of operations.

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•Exchange rate fluctuations against the U.S. dollar in the countries in which we operate have negatively affected, and could continue to negatively affect, our results of operations.

•Price controls and other similar regulations in certain countries have affected, and may in the future affect, our results of operations.

•We are subject to significant foreign currency exchange controls, currency devaluation and cross-border money transfer controls and restrictions in certain countries in which we operate, which could affect our ability to move our cash flow and pay dividends out from those countries.

Risks Related to Government Regulation

•If we fail to comply with, or if we become subject to, more onerous government regulations, our business could be adversely affected.

•We could be subject to expropriation or nationalization of our assets and government interference with our business in certain countries in which we operate.

•Non-compliance with anti-terrorism and anti-corruption regulations could harm our reputation and have an adverse effect on our business, results of operations and financial condition.

•Tax increases or changes in tax legislation may adversely affect our results of operations.

•Tax, customs or other inspections and investigations in any of the jurisdictions in which we operate may negatively affect our business and results of operations.

•We are subject to increasingly stringent data protection laws, which could increase our costs, damage our reputation and adversely affect our business.

•Litigation and other pressure tactics could expose our business to financial and reputational risk.

•Our insurance may not be sufficient to cover certain losses.

•Our cash balance may not be covered by government-backed deposit insurance programs in the event of a default or failure of any bank with which we maintain a commercial relationship, which may have a material adverse effect on our business, financial condition results of operations and cash flows.

Risks Related to Our Industry

•The food services industry is intensely competitive and we may not be able to continue to compete successfully.

•Increases in commodity prices, logistics or other operating costs could harm our operating results.

•Demand for our offerings may decrease due to changes in consumer preferences, habits or other factors.

•Our investments to enhance customer experience, including through technology, may not generate the expected returns.

•Food safety and food- or beverage- borne illnesses may have an adverse effect on our business and results of operations.

•Restrictions on promotions and advertisements directed at families with children and regulations regarding the nutritional content of children’s meals may harm McDonald’s brand image and our results of operations.

•Environmental laws and regulations may affect our business.

•Our business is subject to an increasing focus on ESG matters.

•We may be adversely affected by legal actions with respect to our business.

•Unfavorable publicity or a failure to respond effectively to adverse publicity, particularly on social media platforms, could harm our reputation and adversely impact our business and financial performance.

Risks Related to Our Business and Operations in Latin America and the Caribbean

•Our business is subject to the risks generally associated with international business operations.

•Developments and the perception of risk in other countries, especially emerging market countries, as well as the increasingly complex political and social environment in Latin America and the Caribbean have in the past and could in the future lead to social unrest, which may adversely affect our business, operations, sales, results, financial conditions and prospects.

•Changes in governmental policies in the Territories could adversely affect our business, results of operations, financial conditions and prospects.

•Latin America has experienced, and may continue to experience, adverse economic conditions that have impacted, and may continue to impact, our business, financial condition and results of operations.

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Risks Related to Our Class A Shares

•Mr. Woods Staton, our Executive Chairman, controls all matters submitted to a shareholder vote, which will limit your ability to influence corporate activities and may adversely affect the market price of our class A shares.

•Sales of substantial amounts of our class A shares in the public market, or the perception that these sales may occur, could cause the market price of our class A shares to decline.

•As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our class A shares.

Risks Related to Investing in a British Virgin Islands Company

•We are a British Virgin Islands company and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

•You may have more difficulty protecting your interests than you would as a shareholder of a U.S. corporation.

•You may not be able to participate in future equity offerings, and you may not receive any value for rights that we may grant.

Risks Related to Our Business and Operations

Our rights to operate and franchise McDonald’s-branded restaurants are dependent on the MFAs, the termination or expiration of which would materially adversely affect our business, results of operations, financial condition and prospects.

Our rights to operate and franchise McDonald’s-branded restaurants in the Territories, and therefore our ability to conduct our business, derive exclusively from the rights granted to us by McDonald’s in the MFAs through December 31, 2044 (for most Territories). As a result, our ability to continue operating in our current capacity is dependent on the continued existence of our contractual relationship with McDonald’s.

After the expiration of the term, McDonald’s may grant us an option to enter into a new agreement to continue the franchise for an additional term of (a) 20 years with respect to all Territories other than French Guiana, Guadeloupe, Martinique and Saint Martin (French part) and (b) 10 years with respect to French Guiana, Guadeloupe, Martinique and Saint Martin (French part), with an option to extend the term with respect to such territories for an additional term of 10 years. Pursuant to the MFAs, McDonald’s will determine whether to grant us the option to renew between January 2040 and January 2042. If McDonald’s grants us the option to renew and we elect to exercise the option, then we and McDonald’s will amend the MFAs to reflect the terms of such renewal option, as appropriate. We cannot assure you that McDonald’s will grant us an option to extend the term of the MFAs or that the terms of any renewal option will be acceptable to us, will be similar to those contained in the MFAs or will not be less favorable to us than those contained in the MFAs.

If McDonald’s elects not to grant us the renewal option or we elect not to exercise the renewal option, we will have a two and a half-year period in which to solicit offers for our business, which offers would be subject to McDonald’s approval. Upon the termination or expiration of the MFAs, McDonald’s has the option to acquire all of our non-public shares at their fair market value.

In the event McDonald’s does not exercise its option to acquire our non-public shares, the MFAs would expire and we would be required to cease operating McDonald’s-branded restaurants, identifying our business with McDonald’s and using any of McDonald’s intellectual property. Although we would retain our real estate and our rights therein, the MFAs prohibit us from engaging in certain competitive businesses, including any other local or international quick-service restaurant or informal eating out business, or duplicating the McDonald’s system at another restaurant or business during the two-year period following the expiration of the MFAs. Moreover, McDonald’s would have the option to purchase the furniture, fixtures, signs, equipment, leasehold improvements and other similar fixed property or any portion thereof held by the franchised restaurant(s) designated by McDonald’s, for a sum equal to the fair market value of such property. As the McDonald’s brand and our relationship with McDonald’s are among our primary competitive strengths, the termination or expiration of the MFAs for any reason would materially and adversely affect our business, results of operations, financial condition, reputation and prospects.

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Our business depends on our relationship with McDonald’s and changes in this relationship may adversely affect our business, results of operations and financial condition.

Our rights to operate and franchise McDonald’s-branded restaurants in the Territories, and therefore our ability to conduct our business, derive exclusively from the rights granted to us by McDonald’s in the MFAs. As a result, our revenues are dependent on the continued existence of our contractual relationship with McDonald’s.

Pursuant to the MFAs, McDonald’s has the ability to exercise substantial influence over the conduct of our business. For example, among other restrictions and obligations, under the MFAs, we are not permitted to operate any other competitive businesses, including any other local or international quick-service restaurant or informal eating out business, we must comply with McDonald’s high quality standards, we must own and operate at least 50% of all McDonald’s-branded restaurants in each Territory, we must maintain certain guarantees in favor of McDonald’s, including standby letters of credit (or other similar financial guarantee acceptable to McDonald’s) in an amount of $80.0 million, to secure our payment obligations under the MFAs, we cannot incur debt above certain financial ratios, we cannot transfer the equity interests of our subsidiaries, any significant portion of their assets or certain of the real estate properties that we own without McDonald’s consent, and McDonald’s has the right to approve the appointment of our chief executive officer and chief operating officer (such approval not to be unreasonably withheld) as well as to approve certain related party transactions. In addition, the MFAs require us to reinvest a significant amount of money, including through reimaging our existing restaurants, opening new restaurants and advertising, which McDonald’s has the right to approve.

However, McDonald’s does not have an obligation to fund our operations. Furthermore, McDonald’s does not guarantee any of our financial obligations, including trade payables or outstanding indebtedness, and has no obligation to do so.

In addition to using our cash flow from operations, we may need to incur additional indebtedness in order to finance future commitments, which could adversely affect our financial condition. Moreover, we may not be able to obtain this additional indebtedness on favorable terms, or at all. Failure to comply with our commitments could constitute a material breach of the MFAs and may lead to a termination by McDonald’s of the MFAs.

If the terms of the MFAs excessively restrict our ability to operate our business or if we are unable to satisfy our restaurant opening and reinvestment commitments under the MFAs, our business, results of operations and financial condition would be materially and adversely affected.

McDonald’s has the right to acquire control of all or portions of our business upon the occurrence of certain events and, in the case of a material breach of the MFAs, may terminate such MFA and acquire our non-public shares or our interests in one or more Territories at 80% of their fair market value.

McDonald’s has the right to acquire all of our non-public shares or our interests in one or more Territories upon the occurrence of certain events, including the death or permanent incapacity of our controlling shareholder, an election by McDonald’s or us not to renew the MFA, a material breach of the MFAs or the termination of the MFAs for any reason other than a material breach. In the event McDonald’s were to exercise its right to acquire all of our non-public shares, McDonald’s would become our controlling shareholder.

McDonald’s has the option to acquire all, but not less than all, of our non-public shares at 100% of their fair market value:

•upon expiration of the two and a half-year period beginning on either (i) the date when McDonald’s notifies us of its election to not renew the MFAs or (ii) if McDonald’s notifies us of an offer to renew the MFAs and we do not accept such offer, the date of such offer notice from McDonald’s, in each case, to and including the expiration or termination of the MFA;

•within 30 days after the termination of the MFAs for any reason other than for a material breach; or

•during the twelve-month period following the earlier of: (i) the eighteen-month anniversary of the death or permanent incapacity of Mr. Woods Staton, our Executive Chairman and controlling shareholder, during which period no successor to Mr. Staton has been nominated or appointed, and (ii) the receipt by McDonald’s of notice from the beneficiaries of Mr. Woods Staton’s estate that such beneficiaries have elected to have such twelve-month period commence as of a date specified in such notice, which date shall be after the receipt of such notice.

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If there is a material breach of the MFA, other than our failure to achieve certain targeted openings, McDonald’s has the option to acquire all, but not less than all, of our non-public shares at 80% of their fair market value. If we fail to achieve such targeted openings, McDonald’s has the right to terminate our exclusive right to exploit the rights granted under the MFAs with respect to each Territory to which such failure may be attributable.

In addition, if there is a material breach that relates to one or more Territories in which, at the time of the material breach determination, there are at least 100 franchised restaurants in operation, McDonald’s also has the right, in McDonald’s sole discretion, to acquire (i) all of our interests in our subsidiaries in all Territories or (ii) all of our interests in our subsidiaries in the Territory or Territories identified by McDonald’s as being affected by such material breach or to which such material breach may be attributable, in each case at 80% of their fair market value. By contrast, if the material breach of the MFAs affects or is attributable to any of the Territories in which, at the time of the material breach determination, there are less than 100 franchised restaurants in operation, McDonald’s only has the right to acquire the equity interests of any of our subsidiaries in the Territory or Territories being affected by such material breach or to which such material breach may be attributable. For example, since, as of the date hereof, we have more than 100 franchised restaurants in Mexico, if there is a material breach with respect to our business in Mexico identified by McDonald’s as being affected by such material breach or to which such material breach may be attributable, McDonald’s would have the right to acquire our entire business throughout Latin America and the Caribbean or just our Mexican operations, whereas upon a similar breach relating to our Ecuadorian business, which, as of the date hereof, has less than 100 franchised restaurants in operation, McDonald’s would only have the right to acquire our business in Ecuador.

Additionally, if there is a material breach under an MFA, other than our failure to achieve certain targeted openings, McDonald’s has the right to terminate the MFAs, in whole or, in McDonald’s sole discretion, with respect to any one or more Territories identified by McDonald’s as being affected by such material breach or to which such material breach may be, directly or indirectly attributable. Any such termination would have a material adverse effect on our business, results of operations and financial condition.

McDonald’s was granted a perfected security interest in the equity interests of the Master Franchisee, the Brazilian Master Franchisee and our subsidiaries other than our subsidiaries organized in Costa Rica, Mexico, French Guiana, Guadeloupe and Martinique. The equity interests of our subsidiaries organized in Costa Rica and Mexico were transferred to trusts for the benefit of McDonald’s. If McDonald’s exercises its right to acquire our interests in one or more Territories as a result of a material breach, our business, results of operations and financial condition would be materially and adversely affected. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Termination” for more details about fair market value calculation.

Our business activity and results of operations may be negatively affected by unforeseen events, such as disruptions, natural disasters, adverse weather conditions, national and international armed conflicts and wars, pandemics, or other catastrophic events, such as hurricanes, earthquakes and floods.

Unforeseen events beyond our control, including war, terrorist activities, political and social unrest, boycotts, natural disasters (or expectations about them), adverse weather conditions and pandemics, could disrupt our operations and results of operations and those of our sub‑franchisees, suppliers or customers, have a negative effect on consumer spending or result in political or economic instability. These events could reduce demand for our offerings or make it difficult to ensure the regular supply of ingredients and products through our distribution chain. For instance, ongoing conflicts in several areas of the world and their related impact and the sanctions imposed as a consequence, have adversely affected the macroeconomic environment, contributing to volatile economic conditions and heightened inflationary pressures. For example, ongoing hostilities between the United States and Iran, including disruptions to key energy transit routes, have contributed to significant volatility and upward pressure on global crude oil prices, which could adversely affect global economic conditions. These factors have led to increased food inflation, rising commodity and energy costs, and worsened supply chain disruptions. We anticipate that these challenges may continue to influence consumer behavior and demand, escalate geopolitical tensions, and negatively impact our business and financial results. Additionally, adverse weather conditions, including climate change, which has become more pronounced in recent years, may also increase the frequency and severity of weather-related events and natural disasters or affect customer behavior or preferences. Furthermore, incidents of pandemics, if not controlled, could affect visitors and reduce sales in our restaurants. The duration and scope of a health crisis, pandemic, epidemic, natural disaster, adverse weather conditions, war or other catastrophic events can be difficult to predict and depend on many factors, including emergence of new variants, outbreaks of diseases, extreme weather shifts, shorter harvest seasons, availability, acceptance and effectiveness of preventative measures, increased geopolitical tensions and economic sanctions, among other. A health crisis, pandemic, epidemic, natural disaster, adverse weather conditions, war or other catastrophic events may also heighten other risks disclosed in these Risk Factors, including, but not limited to, those related to the availability and costs of labor and commodities, supply chain interruptions, consumer behavior, and consumer perceptions of our brand and industry.

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The failure to successfully manage our future growth may adversely affect our results of operations.

Our business has grown significantly since the Acquisition, largely due to the opening of new restaurants in existing and new markets within the Territories, from an increase in comparable store sales and, more recently, from the growth of sales through digital channels, which comprised 61%, or $3.7 billion, of our systemwide sales in 2025. Our total number of restaurant locations has increased from 1,569 at the date of the Acquisition to 2,520 restaurants as of December 31, 2025.

Our growth is, to a certain extent, dependent on new restaurant openings and therefore may not be constant from period to period; it may accelerate or decelerate in response to certain factors. There are many obstacles to opening new restaurants, including determining the availability of desirable locations, securing reliable suppliers, permit approval by governments, hiring and training new personnel and negotiating acceptable lease terms, and, in times of adverse economic conditions, sub‑franchisees may be more reluctant to provide the investment required to open new restaurants. In addition, our growth in comparable store sales is dependent on continued economic growth in the countries in which we operate as well as our ability to continue to predict and satisfy changing consumer preferences and to navigate other external pressures. See “—Our business activity and results of operations may be negatively affected by unforeseen events, such as disruptions, natural disasters, adverse weather conditions, national and international armed conflicts and wars, pandemics or other catastrophic events, such as hurricanes, earthquakes and floods.” In addition, the continued growth of our sales through digital channels is dependent on the continued adoption of technology and digital and delivery channels by our customers, which is in turn dependent on wider consumer trends.

We plan our capital expenditures on a long-term basis and conduct annual reviews, taking into account historical information, regional economic trends, restaurant opening and reimaging plans, site availability and the investment requirements of the MFAs in order to maximize our returns on invested capital. The success of our investment plan may, however, be harmed by factors outside our control, such as changes in macroeconomic conditions, changes in demand and construction difficulties that could jeopardize our investment returns and our future results and financial condition.

From time to time, we rely on informal agreements with third-party suppliers and distributors for the provision of products and services that are necessary for our operations.

Effective supply chain management is a key driver of our success and a critical factor in optimizing profitability. We use McDonald’s centralized supply chain management model, which depends on approved third-party suppliers and distributors for goods, and we typically engage multiple suppliers to meet our product needs. This model includes the selection and development of suppliers of both core products (such as beef, chicken, buns, potatoes, produce, sauces, cheese, dairy mixes and beverages) and non-core products (including dressings, pork, condiments, confectionery and toppings among others). These suppliers must meet McDonald’s high standards for quality, food safety, sustainability policies and commitments, which requires fostering long-term and sustainable relationships.

McDonald’s standards include the highest expectations with respect to our suppliers’ food safety and quality management systems, product consistency and timeliness, as well as commitments to follow internationally recognized manufacturing and management schemes and practices to meet or exceed all local food regulations and to comply with our policies, procedures and guidelines.

Our continued success depends heavily on the ability of McDonald’s suppliers to consistently deliver safe, high quality products that meet our specifications and requirements and comply with all applicable laws and regulations. McDonald’s is widely recognized as a leader in food safety by both suppliers and the public health community.

Our 32 largest suppliers represent approximately 76% of our total purchases. Only a limited number of these suppliers have formal written contracts with us; instead, we only maintain pricing protocols or informal agreements with most of them. Our supplier approval process is comprehensive and time‑intensive, ensuring full compliance with McDonald’s strict standards. As a result, we tend to build strong relationships with approved suppliers and, given our relevance to their business, pricing protocols have generally proven sufficient to secure a reliable supply of quality products. While we source goods from numerous approved suppliers across Latin America and the Caribbean, reducing our dependence on any single supplier, the informal nature of many of our supplier relationships means we cannot always ensure long-term or reliable product availability.

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Additionally, certain goods, such as beef, dairy products, confectionery and produce, are often sourced locally due to import restrictions. Due to these restrictions, as well as McDonald’s requirements to purchase certain core items from approved suppliers, if any supplier terminates our relationship or if a supplier’s products or services no longer meet required standards and we must end the relationship, we may be unable to rapidly secure alternative or additional sources of supply.

Supply chain interruptions may increase our costs and reduce revenues.

Our business relies on an effective supply chain that ensures a reliable and adequate supply of quality products, supplies, equipment, and equipment parts. If our suppliers fail to deliver these items in a timely manner due to unexpected demand, production or distribution issues, financial distress or shortages, or if they decide to end their relationship with us, or we terminate our relationship with such suppliers because they no longer comply with McDonald’s standards, we may face challenges securing replacement suppliers in a timely manner or at all. As a result, we could experience inventory shortages and increased costs that may negatively affect our operations and results of operations.

Supply chain interruptions, delivery delays, and related price increases have adversely affected us and our suppliers in the past and may do so again in the future. These disruptions may arise from shortages, inflationary pressures, unexpected surges in demand, transportation or logistics difficulties, labor, or technology issues, adverse weather conditions, natural disasters, pandemics, acts of war, terrorism, social unrest and protests or other circumstances beyond our or our suppliers’ control. Such interruptions, delays, or failures in contingency planning may increase our costs, reduce revenues and limit the availability of our products, supplies, or equipment that are critical to our operations.

Information technology system failures or interruptions or breaches of our network security may interrupt our operations, exposing us to lost sales, increased operating costs, fraud, data protection incidents and litigation.

We rely heavily on our computer systems and network infrastructure across our operations including, but not limited to, point-of-sale processing at our restaurants. We implement security measures and controls that we believe provide reasonable assurance regarding our security posture. See “Part II—Item 16K. Cybersecurity” for further detail. However, there remains the risk that our technology systems are vulnerable to damage, disability or failures due to physical theft, fire, power loss, telecommunications failure or other catastrophic events. If those systems were to fail or otherwise be unavailable, and we were unable to recover in a timely way, we could experience an interruption in our operations. Moreover, security breaches, data breaches and cyberattacks involving our systems have occurred, and may continue to occur, from time to time. Although we have procedures and controls in place to protect our systems and safeguard confidential information, including personal information, and financial data, we have been and continue to be subject to a range of internal and external security breaches, denial of service attacks, malware, phishing attacks, viruses, worms and other disruptive problems caused by hackers. Data breaches, security incidents and cyberattacks can result from, among other things, inadequate personnel, inadequate or failed internal control processes and systems, fraud or external events, or actors that interrupt normal business operations. Our information technology systems contain personal, financial and other information that is entrusted to us by our customers, our employees and other third parties, as well as financial, proprietary and other confidential information related to our business. The proper and secure functioning of our technology, financial and processing systems is critical to our business and to our ability to compete effectively.

Furthermore, we have experienced a rise in transactions through our online digital channels for which we rely more heavily on third-party operators or trusted certified payment gateways to handle an increasing volume of sensitive financial transactions and other sensitive customer information, which increases our cybersecurity risks. Our increasing reliance on third-party systems also presents the risks faced by the third party’s business, including the operational, security and credit risks of those parties. Moreover, due to our digital strategy and increased use of our digital channels, there has also been an increase in the number of registered customers, now over 100 million, for whom we store and process personal information to strengthen our relationship with customers. Although we work with our customers, third-party service providers and other third parties to develop secure data and information processing, collection, authentication, management, usage, storage and transmission capabilities and to ensure the eventual destruction of confidential information, including personal information, to prevent against information security risk, we, our third-party service providers or other third parties with whom we do business have been and continue to be the target of cyberattacks or subject to other information security incidents, breaches or disruption in our operations. An actual or alleged security breach of our or their systems has resulted and could result in additional disruptions, shutdowns, theft, fraud or unauthorized disclosure of personal, financial, proprietary or other confidential information. For example, on April 4, 2025, we were notified by one of our third-party service providers of an unauthorized access to a database hosted by them, which included certain non-sensitive personal identifiable employee information. This third-party vendor has advised us that the vulnerability in their systems has been remedied. The occurrence of any of these incidents could result in reputational damage, adverse publicity, loss of consumer confidence, reduced sales and profits, fines, increased costs of regulatory compliance or enhanced measures against such security or data breaches, complications in executing our growth initiatives and regulatory and legal risk.

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Our financial condition and results of operations depend, to a certain extent, on the financial condition of our sub‑franchisees and their ability to fulfill their obligations under their franchise agreements.

As of December 31, 2025, 28.6% of our restaurants were franchised. Under our franchise agreements, we receive monthly payments which are, in most cases, the greater of a fixed rent or a certain percentage of the sub-franchisee’s gross sales. Sub‑franchisees are independent operators with whom we have franchise agreements. We typically own or lease the real estate upon which sub‑franchisees’ restaurants are located and sub‑franchisees are required to follow our operating manual that specifies items such as menu choices, permitted advertising, equipment, food handling procedures, product quality and approved suppliers. Our operating results depend to a certain extent on the restaurant profitability and financial viability of our sub‑franchisees. The concurrent failure by a significant number of sub‑franchisees to meet their financial obligations to us could jeopardize our ability to meet our obligations.

We are liable for our sub‑franchisees’ monthly payment of royalties to McDonald’s, which represents a percentage of those franchised restaurants’ gross sales. To the extent that our sub‑franchisees fail to pay this fee in full, we are responsible for any shortfall under the MFAs. As such, the concurrent failure by a significant number of sub‑franchisees to pay their royalties could have a material adverse effect on our results of operations and financial condition.

We do not have full operational control over the businesses of our sub‑franchisees.

We are dependent on sub‑franchisees to maintain McDonald’s quality, service and cleanliness standards, and their failure to do so could materially affect the McDonald’s brand and harm our business. Although we exercise significant influence over sub‑franchisees through the franchise agreements, sub‑franchisees have some flexibility in their operations, including the ability to set prices for our products in their restaurants, hire employees and select certain service providers. In addition, it is possible that some sub‑franchisees may not operate their restaurants in accordance with our quality, service, cleanliness, health, food safety or product standards. Although we take corrective measures if sub‑franchisees fail to maintain McDonald’s quality, service and cleanliness standards, we may not be able to identify and rectify problems with sufficient speed and, as a result, our image and operating results may be negatively affected.

Ownership and leasing of a broad portfolio of real estate exposes us to potential losses and liabilities.

As of December 31, 2025, we owned the land for 474 of our 2,520 restaurants. The value of these assets could decrease or rental costs could increase due to changes in local demographics, the investment climate and local economic conditions, including taxes.

The majority of our restaurant locations, or those operated by our sub‑franchisees, are subject to long-term leases. We may not be able to renew leases on acceptable terms or at all, in which case we would have to find new locations to lease or be forced to close the restaurants. If we are able to negotiate a new lease at an existing location, we may be subject to a rent increase. In addition, current restaurant locations may become unattractive due to changes in neighborhood demographics or economic conditions, which may result in reduced sales at these locations.

The success of our business is dependent on the effectiveness of our marketing strategy.

Market awareness and engagement are essential to our continued growth and financial success. Pursuant to the MFAs, we create, develop and coordinate marketing plans and promotional activities throughout the Territories, and sub‑franchisees contribute a percentage of their gross sales to our marketing plan. Unless otherwise provided in or required by existing franchise agreements, pursuant to the MFAs we are required to make aggregate expenditures in an amount not less than 5% of the gross sales of all franchised restaurants in the Territories in connection with advertising, communications and promotional activities, in accordance with guidelines established by McDonald’s. Pursuant to the MFAs, McDonald’s has the right to review and approve our marketing plans in advance and may request that we cease using the materials or promotional activities at any time. We also participate in global and regional marketing activities undertaken by McDonald’s and pay McDonald’s up to 0.2% of our gross sales of all franchised restaurants in the Territories in order to fund such activities.

If our advertising programs are not effective, or if our competitors begin spending significantly more on advertising than we do, or if our competitors develop attractive new products or innovative advertising techniques, we may be unable to attract new customers or existing customers may not return to our restaurants and our operating results may be negatively affected.

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The inability to attract and retain qualified management may affect our growth and results of operations.

We have a strong, diverse and multidisciplinary management team with broad experience in the various areas of the modern management, such as human resources, product development, supply chain management, operations, finance, ESG, marketing, real estate development, communications, government relations, investor relations, security, information technology, legal, and training. Our growth plans place substantial demands on our management team, and future growth could increase those demands. Our ability to manage future growth will depend on the adequacy of our resources and our ability to continue to identify, attract, retain and train management. Failure to do so could have a material adverse effect on our business, financial condition and results of operations.

In addition, pursuant to the MFAs, McDonald’s is entitled to approve the appointment of our chief executive officer and chief operating officer. If we and McDonald’s have not agreed upon a successor CEO after six months, McDonald’s may designate a temporary CEO in its sole discretion pending our submission of information relating to a further candidate and McDonald’s approval of that candidate. A delay in finding a suitable successor CEO could adversely affect our business, results of operations, financial condition and prospects.

The resignation, termination, permanent incapacity or death of our Executive Chairman could adversely affect our business, results of operations, financial condition and prospects.

Due to Mr. Woods Staton’s unique experience and leadership capabilities, it would be difficult to find a suitable successor for him if he were to cease serving as Executive Chairman for any reason. In the event of Mr. Woods Staton’s death or permanent incapacity where no successor to Mr. Staton has been appointed by us and approved by McDonald’s, McDonald’s has the right to acquire all of our non-public shares during the twelve-month period following the earlier of (1) the eighteen-month anniversary of his death or incapacity, and (2) the receipt by McDonald’s of notice from the beneficiaries of Mr. Staton’s estate that such beneficiaries have elected to have such twelve-month period commence as of a date specified in such notice, which date shall be after the receipt of such notice.

Labor shortages or increased labor costs could harm our results of operations.

Our operations depend in part on our ability to attract and retain restaurant managers and crew. While the turnover rate varies significantly among categories of employees, due to the nature of our business, we traditionally experience a high rate of turnover among our crew.

As of December 31, 2025, we had approximately 96,782 employees, including our Company-operated restaurants and staff. Controlling labor costs is critical to our results of operations, and we closely monitor those costs. Some of our employees are paid minimum wages and any increases in minimum wages or changes to labor regulations in the Territories could increase our labor costs. In recent years, the legal minimum wage has increased in several of the countries in which we operate, having an adverse impact on our results of operations. In addition, legislative proposals currently under discussion in Brazil contemplate a reduction in statutory working hours, which are currently up to 44 hours per week under Brazilian labor legislation, without a corresponding reduction in pay. If enacted, and depending on the final wording, such measures could increase our labor costs and require adjustments to our workforce planning and operations in Brazil. Additionally, competition for employees could also result in additional incurred costs to pay for higher wages.

We are also impacted by the costs and other effects of compliance with regulations affecting our workforce. These regulations are increasingly focused on employment issues, including wages and working hours, healthcare, employee safety and other employee benefits and workplace practices. Claims of non-compliance with these regulations could result in liability and expense to us. Despite our anti-discriminatory policies and related employee training, we are exposed to potential reputational and other harm regarding our workplace practices or conditions or those of our sub‑franchisees or suppliers, including those giving rise to claims of sexual harassment or discrimination (or perceptions thereof), which could have a negative impact on consumer perceptions of us and a reputation of our business. In 2019, two of our restaurant employees in Peru died in a workplace accident at one of our restaurants. This accident is still under investigation by Peruvian authorities, and while we have not been materially impacted by this event, any future workplace accidents could have a material adverse effect on our business, financial condition and results of operations.

Some of our employees are represented by unions and are working under agreements that are subject to annual salary negotiations. We cannot guarantee the results of any such collective bargaining negotiations or whether any such negotiations will result in a work stoppage. In addition, employees may strike for reasons unrelated to our union arrangements. Any future work stoppage could, depending on the affected operations and the length of the work stoppage, have a material adverse effect on our financial position, results of operations or cash flows.

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A failure by McDonald’s to protect its intellectual property rights, including its brand image, could harm our results of operations.

Our business depends in part on consumers’ perception of the McDonald’s brand. Under the terms of the MFAs, we are required to assist McDonald’s with protecting its intellectual property rights in the Territories. However, McDonald’s is generally responsible for decisions about whether and how to enforce its rights. Any failure by McDonald’s to protect its proprietary rights in the Territories or elsewhere could harm its brand image, which could affect our competitive position and our results of operations.

Under the MFAs, we may use, and grant rights to sub‑franchisees to use, McDonald’s intellectual property in connection with the development, operation, promotion, marketing, communications and management of our restaurants. McDonald’s has reserved the right to use, or grant licenses to use, its intellectual property in Latin America and the Caribbean for all other purposes, including to sell, promote or license the sale of products using its intellectual property. If we or McDonald’s fail to identify unauthorized filings of McDonald’s trademarks and imitations thereof, and we or McDonald’s do not adequately protect McDonald’s trademarks and copyrights, the infringement of McDonald’s intellectual property rights by others may cause harm to McDonald’s brand image and decrease our sales.

Risks Related to Our Results of Operations and Financial Condition

We may use non-committed lines of credit to partially finance our working capital needs.

We may use non-committed lines of credit to partially finance our working capital needs. Given the nature of these lines of credit, some of these lines could be withdrawn and no longer be available to us, or their terms, including the interest rate, could change to make the terms no longer acceptable to us. The availability of these lines of credit depends on the level of liquidity in financial markets, which can vary based on events outside of our control, including financial or credit crises. Any inability to draw upon our non-committed lines of credit could have an adverse effect on our working capital, financial condition and results of operations.

Covenants and events of default in the agreements governing our outstanding indebtedness could limit our ability to undertake certain types of transactions and adversely affect our liquidity.

As of December 31, 2025, we had $1,101.7 million in total outstanding indebtedness (including interest payable), consisting of $1,156.5 million in long-term debt (including interest payable) net of $54.8 million related to the fair market value of our outstanding derivative instruments. The agreements governing our outstanding indebtedness contain covenants and events of default that may limit our financial flexibility and ability to undertake certain types of transactions. For instance, we are subject to negative covenants that restrict some of our activities, including restrictions on:

•creating liens;

•paying dividends;

•maintaining certain leverage ratios;

•entering into sale and lease-back transactions; and

•consolidating, merging or transferring assets.

Although certain of the negative covenants under our 2029 Notes are currently suspended as a result of our investment grade credit rating, we cannot guarantee that we will be able to maintain this rating. If we were to lose our investment grade rating, these negative covenants would become effective again, potentially limiting our financial flexibility and our ability to undertake certain transactions.

If we fail to satisfy the covenants set forth in these agreements or another event of default occurs under the agreements, our outstanding indebtedness under the agreements could become immediately due and payable. In addition, we are required to meet certain financial ratios under our line of credit, our revolving credit facility and the credit facilities entered into by Arcos Dourados Comercio de Alimentos S.A., our Brazilian subsidiary. If we are unable to comply with such ratios or obtain waivers for non-compliance in the future, we will be in default under such facilities. In the case of our revolving credit facility and our Brazilian subsidiary’s credit facilities, any amounts drawn under such facilities may be declared to be immediately due and payable by the relevant lender, who may also terminate its obligation to provide loans under such agreement if we are not in compliance with our ratios under the agreement. In the case of our non-committed lines of credit,

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if we have previously drawn any amount, then such amounts may be immediately due and payable to the relevant lender, subject to the terms of each non-committed line of credit. If our outstanding indebtedness becomes immediately due and payable and we do not have sufficient cash on hand to pay all amounts due, we could be required to sell assets, to refinance all or a portion of our indebtedness or to obtain additional financing. Refinancing may not be possible and additional financing may not be available on commercially acceptable terms, or at all.

Fluctuation in market interest rates could affect our ability to refinance our indebtedness or results of operations.

We are exposed to market risk related to changes in interest rates that could affect our results of operations or ability to refinance our existing indebtedness. Volatility or increases in interest rates could affect our ability to refinance our existing indebtedness or to obtain incremental debt financing. Volatility or increases in interest rates could increase our interest expense or borrowing costs and may adversely affect our results of operations. Our future ability to refinance our existing indebtedness will depend on certain financial, business and market trends, many of which are beyond our control.

Inflation and government measures to curb inflation may adversely affect the economies in the countries where we operate, our business and results of operations.

Certain of the countries in which we operate, have experienced, or are currently experiencing, high rates of inflation. For example, both Venezuela and Argentina have been considered highly inflationary under U.S. GAAP since 2010 and 2018, respectively, which has significantly reduced competitiveness, real wages and consumption. Although in most of our markets inflationary pressures decreased in 2025 as compared to 2024 (as is the case in Argentina, where inflation in 2025, although still high, was 31.5% compared to 117.8% in 2024), inflation has proven more resilient than expected and decreased at a lower rate than anticipated. In an effort to contain inflation, central banks shifted to more restrictive monetary policy, including increased interest rates, which has contributed to a slowdown in the global economy, thereby restricting the availability of credit and impairing economic growth. The measures taken by the governments of these countries to control inflation have historically been indicative of a potential economic recession. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed materially to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies that could lead to reduced demand for our core products and decreased sales. Inflation is also likely to increase some of our costs and expenses, which we may not be able to fully pass on to our customers or offset with other efficiencies, which could adversely affect our operating margins and operating income. Although the risk of high inflation has generally been mitigated in most of the Territories in which we operate, we cannot guarantee that inflation will not rise again, which could lead to measures as those described above being implemented again which would have an adverse effect on our operating margins and operating income.

Exchange rate fluctuations against the U.S. dollar in the countries in which we operate have negatively affected, and could continue to negatively affect, our results of operations.

We are exposed to exchange rate risk in relation to the U.S. dollar. While substantially all of our income is denominated in the local currencies of the countries in which we operate, our supply chain management involves the importation of various products, and some of our imports, as well as some of our capital expenditures and a significant portion of our long-term debt, are denominated in U.S. dollars. As a result, the decrease in the value of the local currencies of the countries in which we operate as compared to the U.S. dollar has increased our costs, and any further decrease in the value of such currencies will further increase our costs. Although we maintain a hedging strategy to attempt to mitigate some of our exchange rate risk, our hedging strategy may not be successful or may not fully offset our losses relating to exchange rate fluctuations.

For example, the Brazilian real and the Mexican peso have historically experienced periods of significant volatility against the U.S. dollar. Similar fluctuations in other currencies in the region have in the past and may in the future adversely affect our costs, margins and results of operations.

As a result, fluctuations in the value of the U.S. dollar with respect to the various currencies of the countries in which we operate or in U.S. dollar interest rates could adversely impact our net income, results of operations and financial condition.

Price controls and other similar regulations in certain countries have affected, and may in the future affect, our results of operations.

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For example, certain markets in which we operate, such as Venezuela, have historically been subject to government intervention in pricing, including price controls and other limitations that may restrict our ability to adjust prices. While the enforcement of such measures has varied over time, the existence of these regulatory frameworks, as well as the potential for future government action or changes in policy, could adversely affect our business and results of operations. We continue to closely monitor developments in these markets. See “Item 4. Information on the Company—B. Business Overview—Regulation.”

The imposition and enforcement of these and similar restrictions in the future may place downward pressure on the prices at which our products are sold and may limit the growth of our revenue. We cannot assure you that existing price controls will not be enforced or become more stringent, or that new price controls will not be imposed in the future, or that any such controls may not have an adverse effect on our business. Our inability to control the prices of our products could have an adverse effect on our results of operations.

We are subject to significant foreign currency exchange controls, currency devaluation and cross-border money transfer controls and restrictions in certain countries in which we operate, which could affect our ability to move our cash flow and pay dividends out from those countries.

Certain Latin American economies have experienced shortages in foreign currency reserves and their respective governments have adopted restrictions on the ability to transfer funds out of the country and convert local currencies into U.S. dollars. This may increase our costs and limit our ability to convert local currency into U.S. dollars and transfer funds out of certain countries, including for the purchase of dollar-denominated inputs, the payment of dividends or the payment of interest or principal on our outstanding debt. In the event that any of our subsidiaries are unable to transfer funds to us due to currency restrictions, we are responsible for any resulting shortfall.

For example, certain countries in which we operate have historically imposed foreign exchange controls and restrictions on the transfer of funds abroad, such as Argentina. While some of these measures have been recently relaxed, there can be no assurance that such conditions will continue or that additional restrictions will not be introduced in the future. Any such restrictions could limit our ability to access foreign currency, transfer funds outside of these countries or service our foreign currency-denominated obligations, which could adversely affect our business, financial condition and results of operations.

In addition, to the extent that we incur indebtedness in local markets that is denominated in, or requires payment in, foreign currency, restrictions on access to foreign exchange markets or limitations on the purchase of foreign currency or compliance with applicable regulatory requirements in the jurisdictions in which we operate could affect our ability to obtain the necessary foreign currency to service such indebtedness. As a result, we may be required to seek alternative sources of foreign currency, incur additional costs or delays, or otherwise be unable to repay such indebtedness when due which could have a material adverse effect on our results of operations and financial condition.

Further currency devaluations in any of the countries in which we operate could have a material adverse effect on our results of operations and financial condition. See “—A. Selected Financial Data—Exchange Rates and Exchange Controls.”

Risks Related to Government Regulation

If we fail to comply with, or if we become subject to, more onerous government regulations, our business could be adversely affected.

We are subject to various federal, state, provincial and municipal laws and regulations in the countries in which we operate, including those related to the food services industry, health and safety standards, imports of goods and services, marketing and promotional activities, cross-border money transfers, nutritional labeling, packaging and zoning and land use, environmental standards and consumer protection. We strive to abide by and maintain compliance with these laws and regulations. The imposition of new laws or regulations, including potential trade barriers, may increase our operating costs or impose restrictions on our operations, which could have an adverse impact on our financial condition.

Regulations governing the food services industry have become more restrictive. We cannot assure you that new and stricter standards will not be adopted or become applicable to us, or that stricter interpretations of existing laws and regulations will not occur. Any of these events may require us to spend additional funds to gain compliance with the new rules, if possible, and therefore increase our cost of operation.

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We could be subject to expropriation or nationalization of our assets and government interference with our business in certain countries in which we operate.

We face a risk of expropriation or nationalization of our assets and government interference with our business in some of the countries in which we do business. The current Venezuelan government has promoted a model of increased state participation in the economy through welfare programs, exchange and price controls and the promotion of state-owned companies. Although the Venezuelan government has not carried out expropriations in some years, in recent years the risk of expropriation by municipalities of land considered to be excess property (which consists of land owned by the Company on which no restaurants are currently in operation) has increased. In spite of the recent operation in Venezuela by the U.S. government, which led to the arrest of Nicolas Maduro, we cannot provide assurance that Company-operated or franchised restaurants will not be threatened with expropriation, either at a national or a municipal level, and that our operations will not be transformed into state-owned enterprises. In addition, the Venezuelan government may pass laws, rules or regulations which may directly or indirectly interfere with our ability to operate our business in Venezuela which could result in a material breach of the MFAs, in particular if we are unable to comply with McDonald’s operations system and standards. A material breach of the MFAs would trigger McDonald’s option to acquire our non-public shares or our interests in Venezuela. See “—Risks Related to Our Business and Operations—McDonald’s has the right to acquire control of all or portions of our business upon the occurrence of certain events and, in the case of a material breach of the MFAs, may terminate such MFA or acquire our non-public shares or our interests in one or more Territories at 80% of their fair market value.”

Non-compliance with anti-terrorism and anti-corruption regulations could harm our reputation and have an adverse effect on our business, results of operations and financial condition.

A material breach under the MFAs would occur if we, or our subsidiaries, materially breached any of the representations or warranties or obligations under the MFAs and, to the extent the MFAs provide for a cure period, such material breach is not cured within such specified time, including by failing to comply with anti-terrorism or anti-corruption policies and procedures required by applicable law.

We maintain policies and procedures that require our employees to comply with anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (the “FCPA”), and our corporate standards of ethical conduct. Our employees, including part-time employees, participate in training on ethical and anti-corruption standards, and we utilize our online campus to provide such training. However, we cannot ensure that these policies and procedures will always protect us from intentional, reckless or negligent acts committed by our employees or agents. If we are not in compliance with the FCPA and other applicable anti-corruption laws, we may be subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business, financial condition, and results of operations. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or other governmental authorities could adversely impact our reputation, cause us to lose or become disqualified from bids, and lead to other adverse impacts on our business, financial condition and results of operations.

Tax increases or changes in tax legislation may adversely affect our results of operations.

Since we conduct our business in many countries in Latin America and the Caribbean, we are subject to multiple taxation regimes and multinational tax conventions. Our effective tax rate therefore depends on these tax laws and multinational tax conventions, as well as on the effectiveness of our tax planning abilities. Our income tax position and effective tax rate are subject to uncertainty, as our income tax position for each year depends on the profitability of Company‑operated restaurants and franchised restaurants operated by our sub‑franchisees in tax jurisdictions that levy income tax at a broad range of rates. It is also dependent on changes in the valuation of deferred tax assets and liabilities, the impact of various accounting rules, changes to these rules and tax laws, and examinations by various tax authorities. If our actual tax rate differs significantly from our estimated tax rate, this could have a material impact on our financial condition.

In addition, any increase in the rates of taxes, such as income taxes, excise taxes, value added taxes, import and export duties, withholding taxes or other transaction-based taxes, or the adoption of new taxes or enhanced economic protectionist measures, could negatively affect our business. Fiscal measures that target quick service restaurants or specific consumer products could also be adopted in the jurisdictions in which we operate.

In recent years, several jurisdictions in which we operate have enacted significant tax reforms or adopted new tax measures. For example, Brazil approved a comprehensive constitutional tax reform creating a dual value-added tax system to replace existing consumption taxes and introducing a new selective tax, with a multi-year transition period beginning in 2026. In addition, certain countries have introduced measures that led to an increase in withholding taxes, advance tax payments or

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indirect taxes. For instance, Brazil recently introduced a withholding tax on dividends and increased the withholding income tax rate applicable to interest on net equity distributions. In Ecuador, tax reforms enacted in recent years have included increases in value added tax rates, changes to foreign exchange outflow taxes, temporary advance income tax mechanisms and certain import-related measures, some of which have adversely affected consumption levels and operating costs in that market. Although some of these measures may be temporary or subject to change, these tax reforms and fiscal measures may affect consumption patterns as well as our operating margins and cash flow, which could have a material adverse effect on our results of operations and financial condition.

In December 2021, the Organization for Economic Co-operation and Development published Tax Challenges Arising from the Digitalization of the Economy - Global Anti-Base Erosion Model Rules (Pillar Two). These rules are designed to ensure that large multinational enterprises pay a minimum effective tax rate of 15% on income arising in each jurisdiction where they operate. We are within the scope of these rules, and they have been enacted or substantively enacted in certain jurisdictions in which we operate and became effective as of January 1, 2024. Although we did not record any tax charge in connection with these rules for the year ended December 31, 2025, we continue to monitor legislative developments, as further countries enact Pillar Two legislation, to evaluate the potential future impact on our consolidated results of operations, financial position and cash flows.

We cannot assure you that governmental authorities in any country in which we operate will not increase existing taxes, impose new taxes, or adopt more stringent interpretations or enforcement measures in connection with existing taxes, which could materially and adversely affect our business, financial condition, results of operations, cash flows or the amounts available for distribution to shareholders.

Tax, customs or other inspections and investigations in any of the jurisdictions in which we operate may negatively affect our business and results of operations.

From time to time, we are subject to inspections or other investigations by federal, municipal and state tax and customs authorities in Latin America. These inspections and investigations may generate tax or other assessments, including fines, and could lead to other civil or criminal investigations which, depending on their results, may have a material adverse effect on our reputation, business, operations and financial results. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

We are subject to increasingly stringent data protection laws, which could increase our costs, damage our reputation and adversely affect our business.

We operate in jurisdictions with increasingly stringent and evolving data protection laws, which impose substantial compliance requirements and restrictions on how we collect, process, store, and transfer personal data. Many of these laws, including those in Brazil, Argentina, Uruguay, Peru, Ecuador, Colombia, Mexico, and Chile, are inspired by or similar to the European Union’s General Data Protection Regulation (GDPR).

Our efforts to enhance guest engagement through loyalty programs and personalized marketing strategies further expose us to increasing customer requests to comply with their data protection rights, heightened regulatory scrutiny, and compliance and reputational risks related to the collection and use of their data.

In line with our governance practices, in 2020, Arcos Dourados Comercio de Alimentos S.A., our Brazilian subsidiary, appointed a Data Protection Officer (“DPO”) in Brazil, as required by local legislation, and in 2023, we established a Corporate Data Protection Area and appointed a Corporate DPO to strengthen our data protection strategy in all our markets. Since then, we have been working on the design and implementation of our Privacy Program to enhance our compliance framework and mitigate data protection risks.

As the regulatory landscape continues to evolve, our ability to effectively comply with these requirements will be critical. Failure to comply with these data protection laws and regulations may result in severe legal, financial, and operational consequences, including substantial fines, regulatory investigations, and reputational harm, which could materially affect our business, results of operations and financial condition. Additionally, the implementation of new regulations or the tightening of existing requirements could lead to increased compliance costs and operational burdens.

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Litigation and other pressure tactics could expose our business to financial and reputational risk.

Given that we conduct our business in many countries, we may be subject to multi-jurisdictional private and governmental lawsuits, including but not limited to lawsuits relating to labor and employment practices, taxes, trade and business practices, franchising, intellectual property, consumer, real property, landlord/tenant, environmental, advertising, nutrition and antitrust matters. In the past, QSR chains have been subject to class-action lawsuits claiming that their food products and promotional strategies have contributed to the obesity of some customers. We cannot guarantee that we will not be subject to these or similar types of lawsuits in the future. We may also be the target of pressure tactics such as strikes, boycotts and negative publicity from government officials, suppliers, distributors, employees, unions, special interest groups and customers that may negatively affect our reputation.

Additionally, in recent years there has been an increase in litigation against public companies in relation to ESG matters, including in relation to claims made by public companies related to climate justice, net-zero targets and ambitions, greenwashing, climate-washing, supply chain commercial relationships, and diversity and sustainability disclosure practices. Given our commitment to social and environmental sustainability matters, we may and McDonald’s also may provide expanded disclosure, establish, modify, adjust or expand goals, commitments or targets, and take actions to meet such goals, commitments and targets, which may expose us to class actions or other litigation, including administrative proceedings, with respect to our ESG practices, particularly in light of the heightened focus on ESG matters from investors and other stakeholders. Any potential fines, damages or reputational damages to us or our brands as a result from such litigation could have a material adverse effect on our reputation, business, financial condition, or results of operations.

Our insurance may not be sufficient to cover certain losses.

We face the risk of loss or damage to our properties, machinery, cash and inventories due to fire, theft, climate change and natural disasters such as earthquakes and floods. While our insurance policies cover some losses with respect to damage or loss of our properties, machinery, cash and inventories, our insurance may not be sufficient to cover all such potential losses. Losses of sales resulting from the preventive closure of our restaurants due to social or political protests, civil unrest, or workforce unavailability, in the absence of material physical damage, are not covered under our insurance policies, except where such closures are mandated by an express governmental order.

Furthermore, we generate significant cash from our operations and have been and continue to be the target of theft of that cash, misappropriation and fraud from employees, suppliers, such as cash-in-transit service companies, and third-party service providers that has resulted and could result in future losses that may not be fully covered by our insurance. The increased use of technology and digital operations expose us to larger cyber security, data protection and delivery operation risks. The delivery channel could expose us to subsidiary liability for accidents and injuries that riders could suffer or cause to third parties with their vehicles. These risks are not fully covered by insurance, especially when they are related to attacks in our technology and delivery suppliers’ systems. Although we have negotiated indemnity provisions with some of our suppliers against cyber security, data protection and delivery operation risks arising from their systems or activities in support of our business, enforcement action and any reimbursement for our losses may be difficult to obtain should these risks materialize.

In addition, even if any such losses are fully covered by our insurance policies, such fire, theft, climate change or natural disasters may cause disruptions or cessations in our operations that would adversely affect our financial condition and results of operations.

Our cash balance may not be covered by government-backed deposit insurance programs in the event of a default or failure of any bank with which we maintain a commercial relationship, which may have a material adverse effect on our business, financial condition results of operations and cash flows.

We expect that a limited number of financial institutions will hold all or most of our cash. Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. For example, while the U.S. Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, per insured bank, the amounts we have in deposits in U.S. banks far exceed the insured amount. Therefore, if the U.S. government does not impose measures to protect depositors in the event a bank in which our funds are held fails, we may lose all or a substantial portion of our deposits with such bank. The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Risks Related to Our Industry

The food services industry is intensely competitive and we may not be able to continue to compete successfully.

Although competitive conditions in the QSR industry vary in each of the countries in which we conduct our operations, in general, we compete with many well-established restaurant companies on price, brand image, quality, sales promotions, new product development and restaurant locations. Since the restaurant industry has few barriers to entry, our competitors are diverse and range from national and international restaurant chains to individual, local restaurant operators. Our largest sources of competition include Restaurant Brands International (which franchises Burger King, Popeyes, Firehouse Subs and Tim Hortons), Yum! Brands (which franchises KFC restaurants, Taco Bell, Pizza Hut and Pizza Hut Express, and the Habit Burger Grill restaurants), Carl’s Junior and Subway. In Brazil, we also compete with ZAMP (which franchises Burger King, Popeyes, Starbucks and Subway), Habib’s, a Brazilian QSR chain that focuses on low-price Middle Eastern street food, and Bob’s, a primarily-Brazilian QSR chain that focuses on hamburger product offerings. Alsea is one of the largest restaurant operators in Latin America (Mexico, Argentina, Colombia, Chile, and Uruguay); it has a diversified portfolio, with brands such as Domino’s Pizza, Starbucks, Burger King, Chili’s and other casual dining brands. In Argentina, we also compete with Mostaza, an Argentine QSR chain that focuses on hamburger product offerings. Another competitor in Latin America is Grupo Serrano, a KFC operator that originated in Ecuador and has since expanded regionally. The company operates in Ecuador, Colombia, Chile, Argentina and Venezuela, and entered the Brazilian market in 2025. We also face strong competition from new businesses targeting the same clients we serve, including, for example, the strong online betting behavior in Brazil, which consumes an increasing portion of the discretionary spending of potential customers as well as from street vendors of limited offerings, including hamburgers, hot dogs, pizzas and other local food items. We expect competition to increase as our competitors continue to expand their operations, introduce new options and market their brands.

If any of our competitors offers items that are better priced or more appealing to consumers, increases its number of restaurants, obtains more desirable restaurant locations, provides more attractive financial incentives to management personnel, franchisees or hourly employees or has more effective marketing initiatives than we do in any of the markets in which we operate, this could have a material adverse effect on our results of operations.

Increases in commodity prices, logistics or other operating costs could harm our operating results.

Food and paper costs represented 36.0% of our total sales by Company-operated restaurants in 2025, and 23.3% of our food and paper raw materials cost is exposed to fluctuations in foreign exchange rates. We source, among other commodities, beef, chicken, pork, potatoes, produce, sauces, dairy mixes, dairy cheeses, grains, sugar, fiber and coffee. The cost of food and supplies depends on several factors, including global supply and demand, new offerings, global macroeconomic conditions, acts of war and other hostilities, weather conditions, fluctuations in energy costs, tax incentives and our suppliers’ ability to comply with sustainability and animal welfare commitments, all of which makes us susceptible to substantial price and currency fluctuations and other increased operating costs. For instance, commodity prices have been adversely affected by recent climate-related phenomena, which has had an impact on our costs. Our hedging strategies on the imported portion of our food and paper raw materials may not be successful in fully offsetting cost increases due to currency nor commodities fluctuations. Furthermore, due to the competitive nature of the restaurant industry, we may be unable to pass increased operating costs on to our customers, which could have an adverse effect on our results of operations.

In addition, the U.S. government has introduced significant changes in trade policies, including the imposition of new tariffs and other trade restrictions that could affect cross-border commerce. The U.S. government has imposed tariffs on substantially all countries (and has threatened increased tariffs on goods originating from countries that do not cooperate with the U.S.), the rates of which could increase or fluctuate in the future. In response, some countries have announced the imposition of retaliatory tariffs on certain U.S. imports. While the U.S. Supreme Court issued a ruling against the validity of such tariffs in February 2026, subsequent to that ruling, the executive branch of the U.S. government announced the imposition of a new 15% baseline tariff under another legal authority and there is ongoing uncertainty in connection with tariff policies. The imposition of tariffs by the U.S. government, along with retaliatory actions by other countries, have had a significant impact on global trade flows and led to increased operational costs for companies reliant on international supply chains, which could potentially result in lower global growth and an increase cost of certain goods. Increased protectionism and trade tensions, such as the tensions between the United States and China during Donald Trump’s first term as President of the United States, could recur or intensify, which could have a negative impact on the economies in which we operate, which could have a material adverse effect on our business, results of operations and financial condition. For example, based on the shift in U.S. trade policies and in an effort to align with such policies, Mexico has imposed tariffs of up to 50% on various goods (including beef and toys) imported from countries with which it has no free trade agreements. If we are not able to successfully mitigate the impact of such tariffs, their implementation could materially impact our costs of operations in Mexico, which would in turn have an adverse effect on our business, results of operations and financial condition.

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Demand for our offerings may decrease due to changes in consumer preferences or other factors.

Our competitive position depends on our continued ability to offer items that have a strong appeal to consumers. If consumer dining preferences change due to shifts in consumer demographics, dietary inclinations, for example those who are looking for vegan and vegetarian options, consumer behavior and preferences, such as widespread and long-term usage of GLP-1 and similar weight loss drugs, and focus on environmental, social and governance matters, trends in food sourcing or food preparation and our consumers begin to seek out alternative restaurant options, our financial results might be adversely affected. In addition, negative publicity surrounding our products or our food safety could also materially affect our business and results of operations.

Our success in responding to consumer demands depends in part on our ability to anticipate consumer preferences in the countries in which we operate, allocate sufficient resources to effectively reach and appeal to our consumers, market and advertise our products and platforms, and introduce new items in a timely manner to address evolving preferences.

Our investments to enhance customer experience, including through technology, may not generate the expected returns.

We are engaged in various efforts to improve our customers’ experience in our restaurants. In particular, we have invested in reimaging our restaurant portfolio to the latest McDonald’s restaurant design, which focuses on restaurant modernization and technology and digital engagement in order to transform the restaurant experience. As we modernize restaurants, we are placing renewed emphasis on improving our service model and strengthening relationships with customers, in part through digital channels and loyalty initiatives and payment systems.

We are evolving our digital transformation with the goal of increasing our engagement with our customers, including the release of our own mobile application, delivery, loyalty program and order taking, and using data in order to improve our decision-making. In order to accomplish this goal, we made structural changes in our IT and data systems, to facilitate collaboration across groups within Arcos Dorados and adopting agile methodologies and principles to aid different groups in transforming products and services and the customer experience, or in otherwise achieving a specific business objective. We may not fully realize the intended benefits of these significant investments, or we might not find or retain the right talent to operate the new digital tools, or these initiatives may not be well executed, and therefore our business results may suffer.

Food safety and food- or beverage- borne illnesses may have an adverse effect on our business and results of operations.

Food- or beverage- borne illnesses, such as those caused by E. coli, listeria, salmonella, cyclospora or trichinosis, as well as food safety incidents involving contamination or tampering, are risks that could affect our industry and may impact our restaurants. Widespread illnesses including avian influenza, the H1N1 influenza virus, pathogenic E. coli, bovine spongiform encephalopathy, hepatitis A or salmonella could also reduce consumer demand of meat or other animal products. Furthermore, our reliance on third-party food suppliers and distributors increases the risk of food-borne illness incidents being caused by third-party food suppliers and distributors who operate outside of our control and/or multiple locations being affected rather than a single restaurant.

Food safety events involving McDonald’s outside of Latin America or other well-known QSR chains could negatively impact our reputation and the entire business industry.

Furthermore, our industry has long been subject to the threat of food tampering by suppliers, employees or customers, such as the addition of foreign objects to the food. The increase in sales through our delivery channel also represents an increased risk of food tampering because we do not have control of the food once it leaves our restaurants. Reports, whether true or not, of injuries caused by food tampering have in the past negatively affected the reputations of QSR chains and could affect us in the future. While we require that suppliers maintain procedures and practices to ensure food safety and quality requirements, we cannot guarantee that suppliers will not breach their requirement to uphold our safety measures and standards. Instances of food tampering, even those occurring solely at competitor restaurants, could, by causing negative publicity about the restaurant industry, adversely affect our sales on a local, regional, national or systemwide basis. A decrease in customer traffic as a result of public health concerns or negative publicity could materially affect our business, results of operations and financial condition.

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Restrictions on promotions and advertisements directed at families with children and regulations regarding the nutritional content of children’s meals may harm McDonald’s brand image and our results of operations.

A significant portion of our business depends on our ability to make our product offerings appealing to families with children, and restrictions on promotions and advertising targeting families with children, along with regulations on the nutritional content of children’s meals, could negatively impact McDonald’s brand image and operating results. Some countries in which we operate, such as Brazil, Mexico, Chile, and Peru, have implemented restrictions on marketing and advertising directed at children and adolescents. Although we have been able to continue advertising children’s meals and Happy Meals, including offering toys with them by modifying the content of certain of our offerings to comply with regulatory requirements such that these restrictions have not had a significant impact on our sales, we cannot guarantee that we will be able to continue advertising our children’s meals and Happy Meals if more stringent regulations were passed in any of the Territories, which could materially affect our business, results of operations and financial condition.

For instance, in 2010, the Brazilian National Health Surveillance Agency (“ANVISA”) published “RDC 24,” a regulation that sets rules for the marketing and advertising of foods considered to have high amounts of sugar, saturated fat, trans fat, sodium, and beverages with low nutritional value. This regulation has significant impacts on advertisements (including television media), as it requires the display of warnings about the dangers of excessive consumption and informs consumers about health risks such as diabetes and heart disease. Since its publication, the regulation has been legally challenged by the Brazilian Food Industry Association (“ABIA”), with which our Brazilian subsidiary is associated, arguing that ANVISA lacked the authority to regulate food and beverage advertising. Until 2024, courts had ruled in ABIA’s favor, suspending the regulation. However, in June 2024, the Supreme Federal Court (STF) reversed this decision, confirming ANVISA’s authority to regulate such advertising. The regulation is now in effect, though ABIA has filed an appeal, which is pending a decision. In 2025, the Brazilian Association of Radio and Television Broadcasters (“ABERT”) filed an action claiming the unconstitutionality of RDC 24 before the Brazilian Supreme Court. The case has been suspended by the court to allow the parties to negotiate a potential settlement. ABIA is working on a self-regulatory proposal to be submitted to ABERT to support the settlement negotiations. The next conciliation hearing is scheduled for May 11, 2026. If a settlement is not reached, the case will be determined by the Brazilian Supreme Court and may impact the Brazilian food industry’s ability to advertise its products. As of the date of this annual report, the outcome of the case remains uncertain.

In April 2013, a consumer protection agency in Brazil fined us $1.6 million for a 2010 advertising campaign relating to our offering of meals with toys from the motion picture Avatar. We filed a lawsuit seeking to annul the fine. The lower court ruled there was no basis for the penalty, which was upheld by the appellate court. The consumer protection agency filed a special appeal against this decision, which is pending a final decision. Although the fine under discussion relates to a specific campaign, industry and consumer associations on both sides have joined the case as amici curiae (non-parties who have submitted briefs to assist the court in its analysis), demonstrating an intention to broaden the discussion. An adverse decision could increase the risk of future claims or regulatory actions seeking to impose similar restrictions or prohibitions on advertising directed at children.

Although we have introduced changes in our Happy Meals in order to offer more balanced and nutritious options to our customers and in many cases been able to mitigate the impact of these types of laws and regulations on our sales, we may not be able to do so in the future and the imposition of similar or stricter laws and regulations in the future in the Territories may have a negative impact on our results of operations. In general, regulatory developments that adversely impact our ability to promote and advertise our business and communicate effectively with our target customers, including restrictions on the use of licensed characters, may have a negative impact on our results of operations.

Environmental laws and regulations may affect our business.

We are subject to various environmental laws and regulations in the countries in which we operate. These laws and regulations govern, among other things, discharges of pollutants into the air and water and the presence, handling, release and disposal of, and exposure to, hazardous substances and waste, such as common or non-hazardous waste and used vegetable oils, among others, in addition to requiring us to obtain permits and authorizations for various activities. These laws and regulations provide for significant fines and penalties for noncompliance. Third parties may also assert personal injury, property damage or other claims against owners or operators of properties associated with release of, or actual or alleged exposure to, hazardous substances at, on or from our properties. Liability from environmental conditions relating to prior, existing or future restaurants or restaurant sites, including franchised restaurant sites, may have a material adverse effect on us. Moreover, the adoption of new or more stringent environmental laws or regulations could result in a material environmental liability to us.

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Since 2018, Latin America has experienced a wave of regulatory initiatives aimed at eliminating plastic bags and single‑use plastic products. This trend has resulted in the enactment or discussion of new laws and regulations in most of the countries where we operate, primarily targeting plastic bags, straws, and other plastic items, often with severe penalties for violations.

For example, Chile, French Guiana, Martinique, Peru, and Puerto Rico all impose significant restrictions and/or bans on single-use plastics and other non-recyclable containers. Similarly, Mexico City and São Paulo have imposed such restrictions at the municipal level. In Uruguay, the government has imposed requirements in packaging waste recovery and recycling that led the private sector to develop a new packaging waste management plan. In Argentina, a bill addressing minimal standards for the production, commercialization and sustainable use of single-use plastics is currently under discussion in Congress.

We have addressed this issue by eliminating plastic straws, removing plastic lids, and replacing salad containers with cardboard alternatives, among other initiatives, in most of the countries where we operate. This approach has led to a significant reduction in single-use plastic within our operations over the last three years.

However, the enactment of additional laws and regulations on this matter could lead to increased costs and certain capital investments, which could materially impact our business and results of operations.

Our business is subject to an increasing focus on ESG matters.

In recent years, there has been an increasing focus on ESG matters by stakeholders, including employees, sub‑franchisees, customers, suppliers, governmental and non-governmental organizations and investors. A failure, whether real or perceived, to address ESG matters or to achieve progress on our ESG initiatives could adversely affect our business, including by heightening other risks disclosed in this annual report, such as those related to consumer behavior, consumer perceptions of our brand, labor costs and shortages, supply chain interruptions, commodity costs, legal and regulatory complexity, and the timing and cost of restaurant development.

We may be adversely affected by legal actions with respect to our business.

We could be adversely affected by legal actions and claims brought by consumers or regulatory authorities in relation to the quality of our products, food safety and eventual health problems or other consequences caused by our offerings or by any of their ingredients. We could also be affected by legal actions and claims brought against us for products made in a jurisdiction outside the jurisdictions where we are operating. An array of legal actions, claims or damaging publicity may affect our reputation as well as have a material adverse effect on our revenues and businesses.

Unfavorable publicity or a failure to respond effectively to adverse publicity, particularly on social media platforms, could harm our reputation and adversely impact our business and financial performance.

The good reputation of our brand is a key factor in the success of our business. Actual or alleged incidents at any of our restaurants could result in harmful publicity. Moreover, we have seen a significant increase in the use of our delivery options, as this has been part of our growth strategy to strengthen guest relationships and integrate our mobile ordering channels. Any actual or perceived issue with the delivery of orders could also result in harmful publicity. Even incidents occurring at restaurants operated by our competitors or in the supply chain generally could result in negative publicity that could harm the restaurant industry and thus, indirectly, our brand. In particular, in recent years, there has been a marked increase in the use of social media platforms and similar devices which give individuals access to a broad audience of consumers and other interested persons. Many social media platforms immediately publish the content their participants’ posts, often without filters or checks on accuracy of the content posted. A variety of risks are associated with the dissemination of this information online, including the improper disclosure of proprietary information, negative comments about our company, exposure of personally identifiable information, fake news and disinformation, fraud or outdated information. The inappropriate use of social media platforms by our customers, employees or other individuals could increase our costs, lead to litigation or result in negative publicity that could damage our reputation. In addition, we are often affected by negative news about McDonald’s Corporation published in the media and picked up by Latin America outlets, as it can lead to the incorrect assumption by the public that it relates to Arcos Dorados or McDonald’s brand in our region. If we are unable to quickly and effectively respond to negative reports, comments or posts in the media and social media platforms, we may suffer damage to our reputation or loss of consumer confidence in our offerings, which could adversely affect our business, results of operations, cash flows and financial condition, as well as require resources to rebuild our reputation.

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Risks Related to Our Business and Operations in Latin America and the Caribbean

Our business is subject to the risks generally associated with international business operations.

We engage in business activities throughout Latin America and the Caribbean. In 2025, 63.0% of our revenues were derived from Brazil, Argentina and Mexico. As a result, our business is and will continue to be subject to the risks generally associated with international business operations, including:

•governmental regulations applicable to food services operations;

•changes in social, political and economic conditions, including financial system instability;

•internal armed conflicts;

•transportation delays and other supply chain disruptions;

•power, water and other utility shutdowns or shortages;

•climate disasters such as earthquakes, hurricanes, floods and fires;

•limitations on foreign investment;

•restrictions on currency convertibility and volatility of foreign exchange markets;

•inflation;

•import-export quotas and restrictions on importation;

•changes in local labor conditions;

•changes in tax and other laws and regulations;

•expropriation and nationalization of our assets in a particular jurisdiction; and

•restrictions on repatriation of dividends or profits.

Some of the Territories have been subject to social and political instability in the past, and interruptions in operations could occur in the future. See also “—Developments and the perception of risk in other countries, especially emerging market countries, as well as the increasingly complex political and social environment in Latin America and the Caribbean have in the past and could in the future lead to social unrest, which may adversely affect our business, operations, sales, results, financial conditions and prospects.”

Developments and the perception of risk in other countries, especially emerging market countries, as well as the increasingly complex political and social environment in Latin America and the Caribbean have in the past and could in the future lead to social unrest, which may adversely affect our business, operations, sales, results, financial conditions and prospects.

Arcos Dorados’ growth and profitability depend on political stability and economic activity, whether real or perceived, in Latin America and the Caribbean, especially in emerging market countries. Political unrest and social strife could affect developments and perception of risk in this region. For example, in recent periods, Ecuador has experienced internal disturbances associated with organized crime, leading to the implementation of states of emergency and curfews during certain periods, which have affected, and may continue to affect, commercial activity, including nighttime sales. In addition, in February 2026, Mexico experienced a wave of cartel-related violence following the death of the leader of the Jalisco New Generation Cartel, which led to the temporary closure of a significant number of our restaurants.

Any continuation of or increase in social unrest or violence related to organized crime in the future could lead to additional operational costs, a decline in sales or otherwise negatively impact our results.

Changes in governmental policies in the Territories could adversely affect our business, results of operations, financial conditions and prospects.

Governments throughout Latin America and the Caribbean have exercised, and continue to exercise, significant influence over the economies of their respective countries. Accordingly, the governmental actions, political developments,

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regulatory and legal changes or administrative practices in the Territories concerning the economy in general and the food services industry in particular could have a significant impact on us. We cannot assure you that changes in the governmental policies of the Territories will not adversely affect our business, results of operations, financial condition and prospects.

Latin America has experienced, and may continue to experience, adverse economic conditions that have impacted, and may continue to impact, our business, financial condition and results of operations.

The success of our business is dependent on discretionary consumer spending, which is influenced by general economic conditions, consumer confidence and the availability of discretionary income in the countries in which we operate. Latin American countries have historically experienced uneven periods of economic growth, recessions, periods of high inflation and economic instability. Any prolonged economic downturn in the future could result in a decline in discretionary consumer spending. This may reduce the number of consumers who are willing and able to dine in our restaurants, or consumers may make more value-driven and price-sensitive purchasing choices, eschewing our core menu items for our entry-level food options. We may also be unable to sufficiently increase prices of our menu items to offset cost pressures, which may negatively affect our financial condition.

In addition, a prolonged economic downturn may lead to higher interest rates, significant changes in the rate of inflation or an inability to access capital on acceptable terms. Our suppliers and service providers could experience cash flow problems, credit defaults or other financial hardships. If our sub‑franchisees cannot adequately access the financial resources required to open new restaurants, this could have a material effect on our growth strategy.

Risks Related to Our Class A Shares

Mr. Woods Staton, our Executive Chairman, controls all matters submitted to a shareholder vote, which will limit your ability to influence corporate activities and may adversely affect the market price of our class A shares.

Mr. Woods Staton, our Executive Chairman, owns or controls common stock representing 38.0% and 75.4%, respectively, of our economic and voting interests. As a result, Mr. Woods Staton is and will be able to strongly influence or effectively control the election of our directors, determine the outcome of substantially all actions requiring shareholder approval and shape our corporate and management policies. The MFAs’ requirement that Mr. Woods Staton at all times hold at least 51% of our voting interests and 30% of our economic interest likely will have the effect of preventing a change in control of us and discouraging others from making tender offers for our shares, which could prevent shareholders from receiving a premium for their shares. Moreover, this concentration of share ownership may make it difficult for shareholders to replace management and may adversely affect the trading price for our class A shares because investors often perceive disadvantages in owning shares in companies with controlling shareholders. This concentration of control could be disadvantageous to other shareholders with interests different from those of Mr. Woods Staton and the trading price of our class A shares could be adversely affected. See “Item 7. Major Shareholders and Related Party Transactions―A. Major Shareholders” for a more detailed description of our share ownership.

Furthermore, the MFAs contemplate instances where McDonald’s could be entitled to purchase the shares of Arcos Dorados Holdings Inc. held by Mr. Woods Staton. However, our publicly held class A shares will not be similarly subject to acquisition by McDonald’s.

Sales of substantial amounts of our class A shares in the public market, or the perception that these sales may occur, could cause the market price of our class A shares to decline.

Sales of substantial amounts of our class A shares in the public market, or the perception that these sales may occur, could cause the market price of our class A shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our articles of association, we are authorized to issue up to 420,000,000 class A shares, of which 130,663,057 class A shares were outstanding as of December 31, 2025 and 2,309,062 class A shares were held in treasury. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our class A shares.

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As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NYSE corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our class A shares.

Section 303A of the New York Stock Exchange, or “NYSE,” Listed Company Manual requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, we are permitted to, and we generally will, follow home country practice in lieu of the above requirements. British Virgin Islands law, the law of our country of incorporation, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee, and our board thus may not include, or may include fewer, independent directors than would be required if we were subject to these NYSE requirements. Since a majority of our board of directors may not consist of independent directors as long as we rely on the foreign private issuer exemption to these NYSE requirements, our board’s approach may, therefore, be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company may be more limited than if we were subject to these NYSE requirements.

Risks Related to Investing in a British Virgin Islands Company

We are a British Virgin Islands company and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.

We are incorporated under the laws of the British Virgin Islands. Most of our assets are located outside the United States. Furthermore, most of our directors and officers reside outside the United States, and most of their assets are located outside the United States. As a result, you may find it difficult to effect service of process within the United States upon these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for you to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an action against us or these persons in a British Virgin Islands court predicated upon the civil liability provisions of the U.S. federal securities laws.

As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the British Virgin Islands, courts in the British Virgin Islands will not automatically recognize and enforce a final judgment rendered by a U.S. court.

Any final and conclusive monetary judgment obtained against us in U.S. courts, for a definite sum, may be treated by the courts of the British Virgin Islands as a cause of action in itself so that no retrial of the issue would be necessary, provided that in respect of the U.S. judgment:

•the U.S. court issuing the judgment had jurisdiction in the matter and we either submitted to such jurisdiction or were resident or carrying on business within such jurisdiction and were duly served with process;

•the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of ours;

•in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

•recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy; and

•the proceedings pursuant to which judgment was obtained were not contrary to public policy.

Under our articles of association, we indemnify and hold our directors harmless against all claims and suits brought against them, subject to limited exceptions.

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You may have more difficulty protecting your interests than you would as a shareholder of a U.S. corporation.

Our affairs are governed by the provisions of our memorandum of association and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law. The rights of our shareholders and the responsibilities of our directors and officers under the British Virgin Islands law are different from those applicable to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the British Virgin Islands regulations governing the securities of British Virgin Islands companies may not be as extensive as those in effect in the United States, and the British Virgin Islands law and regulations in respect of corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States.

You may not be able to participate in future equity offerings, and you may not receive any value for rights that we may grant.

Under our memorandum and articles of association, existing shareholders are entitled to preemptive subscription rights in the event of capital increases. However, our articles of association also provide that such preemptive subscription rights do not apply to certain issuances of securities by us, including (i) pursuant to any employee compensation plans; (ii) as consideration for (a) any merger, consolidation or purchase of assets or (b) recapitalization or reorganization; (iii) in connection with a pro rata division of shares or dividend in specie or distribution; or (iv) in a bona fide public offering that has been registered with the SEC.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Overview

We were incorporated as Arcos Dorados Holdings Inc. on December 9, 2010 under the laws of the British Virgin Islands as a direct, wholly owned subsidiary of Arcos Dorados Limited, the prior holding company for the Arcos Dorados business. On December 13, 2010, Arcos Dorados Limited effected a downstream merger into and with us, with us as the surviving entity. Following the merger, we replaced Arcos Dorados Limited in the corporate structure and replicated its governance structure.

We are a BVI business company limited by shares incorporated in the British Virgin Islands and our affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of applicable British Virgin Islands law, including the BVI Business Companies Act (As Revised) or the “BVI Act.” Our company number in the British Virgin Islands is 1619553. As provided in sub-regulation 4.1 of our memorandum of association, subject to British Virgin Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and, for such purposes, full rights, powers and privileges.

Our principal executive offices are located at Río Negro 1338, First Floor, Montevideo, Uruguay (CP 11100). Our telephone number at this address is +598 2626-3000. Our registered office in the British Virgin Islands is Maples Corporate Services (BVI) Limited, Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.

The SEC maintains an internet website that contains reports, proxy, information statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. Our website address is www.arcosdorados.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this annual report.

Important Events

The Acquisition

McDonald’s Corporation has a longstanding history in Latin America and the Caribbean, dating to the opening of its first restaurant in Puerto Rico in 1967. Since then, McDonald’s expanded its presence across the region as consumer markets and opportunities arose, opening its first stores in Brazil in 1979, in Mexico and Venezuela in 1985 and in Argentina in 1986.

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We commenced operations on August 3, 2007, as a result of the Acquisition of McDonald’s LatAm business. Woods Staton, our Executive Chairman and controlling shareholder, was the joint venture partner of McDonald’s Corporation in Argentina for over 20 years prior to the Acquisition and also served as President of McDonald’s South Latin American division from 2004 until the Acquisition.

We hold our McDonald’s franchise rights pursuant to the MFA (as defined below) for all of the Territories except Brazil, as amended and restated, entered into by us, Arcos Dorados B.V. (the “Master Franchisee”), certain subsidiaries of the Master Franchisee, Arcos Dorados Group B.V., Los Laureles, Ltd. and McDonald’s. Our subsidiary Arcos Dourados Comercio de Alimentos S.A., the “Brazilian Master Franchisee,” and McDonald’s entered into the separate, but substantially identical, Brazilian MFA, as amended and restated. See “Item 10. Additional Information―C. Material Contracts―The MFAs.”

The Axionlog Split-off

Until March 2011, we managed the distribution of most of our food and paper supplies in Argentina, Chile, Mexico and Venezuela, which operations and related assets we refer to as Axionlog (formerly known as Axis). In March 2011, we effected a split-off of Axionlog to our existing shareholders. For additional information about the split-off of Axionlog, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—The Axionlog Split-off.”

Capital Expenditures and Divestitures

Under the MFAs, we have agreed with McDonald’s on a restaurant opening plan and a reinvestment plan to reimage a certain percentage of our eligible restaurants on an annual basis. The restaurant opening plan specifies the number and type of new restaurants to be opened in the Territories during the applicable period, while the reinvestment plan specifies the number of restaurants to be remodeled or upgraded in the Territories during the applicable period. Prior to the expiration of the then-applicable period we must agree with McDonald’s on a subsequent reinvestment plan. In the event that we are unable to reach an agreement on a subsequent reinvestment plan, the MFAs provide for an automatic increase of 20% in the required amount of reinvestments as compared to the then-existing reinvestment plan. We may also propose, subject to McDonald’s prior written consent, amendments to any restaurant opening plan and/or reinvestment plan to adapt to changes in economic or political conditions.

Under the terms of the MFAs we have agreed to with McDonald’s on a restaurants opening plan. Between these restaurant openings and the reimaging of existing restaurants, we expect to invest between $275 million to $325 million on capital expenditures in 2026.

As a result of our previous restaurant opening plan and reinvestment plan, property and equipment expenditures were $281.4 million, $327.6 million and $360.1 million in 2025, 2024 and 2023 respectively. In 2025, we opened 102 restaurants, reimaged 144 existing restaurants, and opened 139 Dessert Centers. In 2024, we opened 85 restaurants, reimaged 160 existing restaurants, and opened 164 Dessert Centers. In 2023, we opened 81 restaurants, reimaged 241 existing restaurants, and opened 117 Dessert Centers.

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B. Business Overview

Overview

We are the world’s largest independent McDonald’s franchisee in terms of systemwide sales and number of restaurants, according to McDonald’s, representing 4.4% of McDonald’s global sales in 2025. We have the exclusive right to own, operate and grant franchises of McDonald’s restaurants in 21 countries and territories in Latin America and the Caribbean, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, St. Martin, Trinidad and Tobago, Uruguay, the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela, which we refer to collectively as the Territories. As of December 31, 2025, we operated or franchised 2,520 McDonald’s-branded restaurants, which represented 5.8% of McDonald’s total franchised restaurants worldwide. In 2025 and 2024, we accrued $273.0 million and $265.4 million, respectively, in royalties to McDonald’s (not including royalties accrued on behalf of our sub‑franchisees).

We operate in the QSR sub-segment of the fast food segment of the Latin American and Caribbean food service industry. In Latin America and the Caribbean, the fast food segment has benefited from the region’s increasing modernization, as people in more densely populated areas adopt lifestyles that increasingly seek convenience, speed and value.

We commenced operations on August 3, 2007 as a result of the Acquisition. We operate McDonald’s-branded restaurants under two different operating formats, Company-operated restaurants and franchised restaurants. As of December 31, 2025, of our 2,520 McDonald’s-branded restaurants in the Territories, 1,800 (or 71.4%) were Company-operated restaurants and 720 (or 28.6%) were franchised restaurants. We generate revenues primarily from two sources: sales by Company-operated restaurants and revenues from franchised restaurants. Revenues from franchised restaurants primarily consist of rental income, which is generally based on the greater of a fixed rent or a percentage of sales reported by franchised restaurants.

As of December 31, 2025, 48.8% of our restaurants were located in Brazil, 26.6% in NOLAD and 24.6% in SLAD. We believe our diversified market presence reduces our dependence on any one market and helps stabilize the impact of individual countries’ economic cycles on our revenues. We focus on our customers by managing operations at the local level, including marketing campaigns and special offers, menu management and monitoring customer satisfaction, while leveraging our size by conducting administrative and strategic functions at the divisional or corporate level, as appropriate.

The following table presents a breakdown of total revenues by division:

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
Total Revenues
Brazil	$	1,770,301	$	1,768,311	$	1,701,547
NOLAD	1,266,129		1,225,751		1,132,912
SLAD	1,641,829		1,476,100		1,497,419
Total	4,678,259		4,470,162		4,331,878

Our Operations

Company-Operated and Franchised Restaurants

We operate our McDonald’s-branded restaurants under two basic structures: (i) Company-operated restaurants operated by us and (ii) franchised restaurants operated by sub‑franchisees. Under both operating alternatives, the real estate location may either be owned or leased by us.

We own, fully manage and operate Company-operated restaurants and retain any operating profits generated by such restaurants, after paying operating expenses and the franchise and other fees owed to McDonald’s under the MFAs. In Company-operated restaurants, we assume the capital expenditures for the building and equipment of the restaurant and, if we own the real estate location, for the land as well.

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In contrast to Company-operated restaurants, franchised restaurants are operated and managed by the sub-franchisee with technical and operational support from us as master franchisee, including training programs, operations manuals, access to our supply and distribution network, and marketing assistance. Under our conventional franchise arrangements, sub‑franchisees provide a portion of the capital required by initially investing in the equipment, signs, seating and decor of their restaurants, and by reinvesting in the business over time. We are required by the MFAs to own the real estate or to secure long-term leases for franchised restaurant sites. We subsequently lease or sublease the property to sub‑franchisees. This arrangement allows for long-term occupancy of the property and assists in the alignment of our sub‑franchisees’ interests with our own.

In exchange for the lease and services, sub‑franchisees pay a monthly rent to us, generally based on the greater of a fixed rent or a certain percentage of gross sales. In addition to this monthly rent, our sub-franchisees pay a monthly royalty, which we in turn pay to McDonald’s pursuant to the MFAs. However, if a sub-franchisee fails to pay its monthly royalties, we remain liable for payment in full of these royalties to McDonald’s. Pursuant to the MFAs, sub‑franchisees pay an initial franchise fee in connection with the opening of a new franchised restaurant and a transfer fee upon transfer of a franchised restaurant, both of which are subsequently shared between McDonald’s and us. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Initial Franchise Fees.”

The chart below illustrates the economics for Company-operated restaurants and franchised restaurants in the case of owned and leased real estate:

Source: Arcos Dorados

In addition, we are party to joint ventures that own restaurants in Argentina, Chile and Mexico. For more information, see “Presentation of Financial and Other Information—Operating Data.”

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Restaurant Categories

We classify our restaurants into four categories: (i) freestanding, (ii) food court, (iii) in-store and (iv) mall stores. Freestanding restaurants are the largest type of restaurant, have ample indoor seating and include a drive-thru area and parking lot. Food court restaurants are located in malls and consist primarily of a front counter and kitchen and do not have their own seating area. In-store restaurants are part of a larger building, but they do not have a drive-thru area or a parking lot. Mall stores are located in malls like food court restaurants, but have their own seating areas. As of December 31, 2025, 1,384 (or 54.9%) of our restaurants (including non-traditional satellite stores) were freestanding, 586 (or 23.3%) were food courts, 262 (or 10.4%) were in-stores and 288 (or 11.4%) were mall stores. These percentages vary by country, and may shift as opportunities in malls and more densely populated areas become available in some of the Territories.

Below are examples of each of our restaurant categories:

Picture rest.catg.jpg

Source: Arcos Dorados

Returns on investment in each type of restaurant vary significantly due to the different capital expenditures required and their different sales potential; mall stores generally provide the highest return on investment while freestanding restaurants generally provide the lowest. Moreover, returns vary significantly on a country-by-country basis.

Reimaging

An important component of our development plan is the reimaging of existing restaurants. During the twelve month period ended December 31, 2025, we completed the reimaging of 144 restaurants. We have committed to maintain an image for our restaurants that offers a contemporary dining environment. Over the last few years, we have invested substantially in the reimaging of our restaurants, and, pursuant to the MFAs, we have committed to a significant reimaging plan. See “Item 10. Additional Information—C. Material Contracts.”

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Objectives of the reimaging include elevating the customer’s perception of McDonald’s and creating a more sophisticated and highly aspirational environment. We have developed systemwide guidelines for the interior and exterior design of reimaged restaurants. When carrying out a reimaging project, we try to minimize the impact on the operations and sales of the restaurants, for instance, when possible, by keeping the restaurants open and operating during the renovations and working in specific areas of the location at particular times.

Additionally, we participate in the restaurant operations improvement process designed by McDonald’s, under which Company-operated and franchised restaurants are visited at least ten times in any 12-month cycle to identify system opportunities to continuously improve our operations and guest experience. Visits are conducted by our operation consultants, who assess restaurants based on food quality, food safety, service and cleanliness, among others.

Below are images of the exterior of a few of our restaurants that have benefited from reimaging:

Source: Arcos Dorados

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McCafé Locations and Dessert Centers

Our brand extension efforts focus on the development of additional McCafé locations and Dessert Centers. McCafé locations are stylish areas within restaurants where customers can purchase a variety of customizable beverages, including lattes, cappuccinos, mochas, hot and iced premium coffees, and hot chocolate. McCafé locations create a different customer experience, optimize the use of our restaurants at all hours of operation, and generally provide a higher profit margin than our regular restaurant operations. We believe the primary benefit of McCafé locations is that they attract new customers by increasing the variety of our product offerings and improving our image.

McCafé locations have been a key factor in adding value to our customers’ experience. As of December 31, 2025, there were 467 McCafé locations in the Territories, of which 15.4% were operated by sub‑franchisees. Brazil and Argentina, with 203 and 100 locations each, have the greatest number of McCafé locations. The first McCafé in Latin America was opened in Argentina in 1999. Pursuant to the MFAs, we have the right to add McCafé locations to the premises of our restaurants.

Below are images of the interior of two of our McCafé locations:

Dessert Center - Ice Cube

Source: Arcos Dorados

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Dessert Centers operate both as part of our existing restaurant locations and separately, as standalone locations. For those Dessert Center locations that operate separately from our restaurant locations, they depend on our restaurants for supplies and operational support. For example, a mall store restaurant can provide support for several Dessert Centers located in different locations throughout the same mall. Our Dessert Centers are conveniently located to attract customers, thereby serving as important transaction generators and providing an effective method of extending our brand presence to non-traditional areas. At Dessert Centers, customers can purchase a variety of dessert items, including the McFlurry and soft-serve ice cream. Dessert Centers generally require low capital expenditures and provide returns on investment and operating margins that are significantly higher than our regular restaurant operations. As such, we believe they are an important driver in increasing our market penetration.

As of December 31, 2025, there were 3,279 Dessert Centers in the Territories. Dessert Centers are highly successful in Brazil, where we have 2,028 locations. The first Dessert Center was created in Brazil in 1979.

The following maps set forth our McCafé locations and Dessert Centers in each of the Territories as of December 31, 2025:

Network of McCafé Locations	Network of Dessert Centers
467 total McCafé locations	3,279 total Dessert Centers

Source: Arcos Dorados

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The McDonald’s Brand

Kantar BrandZ, a brand consulting firm, ranked McDonald’s eighth among the top twenty global brands in 2025. In addition, we believe that in Latin America and the Caribbean, the McDonald’s brand benefits from an aspirational cachet as a “destination” restaurant with a reputation for safe, fresh, affordable and good-tasting food in an attractive setting. McDonald’s strong brand equity stems from the dedicated execution of its brand promise and its ability to associate with the local community where it operates. McDonald’s sets the standard in the restaurant industry worldwide for brand stewardship and marketing leadership.

Product Offerings

A crucial part of delivering the brand to guests depends on our product offerings, or more specifically, our menu strategy and management. The key objective of our menu strategy is the development and offering of quality food choices that attract customers to our restaurants on a regular basis. The elements we utilize to achieve this goal include offering McDonald’s core menu, our product innovation initiatives and our focus on food safety.

Our menus feature three tiers of products: (i) affordable entry-level options, such as our Economequi in Brazil, McTrio 3x3 and Elige tu fav in Mexico, McCombo del Día in Colombia, McXMenos in Chile and McMenu in Panama, (ii) core menu options made with beef and chicken, such as the Big Mac, Quarter Pounder, McNuggets, McChicken, McCrispy Chicken and Happy Meal, and (iii) premium options, such as the Signature Collection in Colombia, Chile and Uruguay and the Grands Platform in Argentina, Mexico and Peru, and salads for guests seeking an alternative to our sandwiches and other menu items. These platforms can be based on the type of products, such as beef, chicken, salads or desserts, or on the type of customer targeted, such as the value platforms or Happy Meal offerings. We have offered a menu with reduced calories, sugar and sodium in the majority of our Territories since 2011. Since 2013, we have offered dairy products, fruits or vegetables with our Happy Meals in all of the Territories except Venezuela. In November 2019, we joined McDonald’s Corporation in its mission to serve foods that are a win-win for families, providing delicious and nutritious food that appeal to both kids and parents. In the markets in which we operate, except for Venezuela, we are offering a Happy Meal menu that complies with the following criteria: less than 600 calories, less than 30% of calories from total fat, less than 10% of calories from saturated fat, less than 650 mg sodium, less than 10% of calories from added sugar, no artificial flavors and no added colors from artificial sources and balanced fruit and vegetable content. Arcos Dorados’ new nutritional policy was publicly endorsed by major health and nutrition bodies of various countries, such as Inter-American Society of Cardiology, the Brazilian Association of Nutrition (ABRAN), the Argentine Cardiology Foundation, the Peruvian Nutrition Society (SOPENUT), and the Uruguayan Association of Dietitians and Nutritionists.

Our core menu is the most important element of our menu strategy as it includes most of our product offerings and well‑recognized food choices that have global customer acceptance. Products from our core menu are what customers repeatedly order at McDonald’s-branded restaurants worldwide. We expanded our core products with new options such as the Spicy McNuggets, Big Mac Bacon and Quarter Pounder Western BBQ in many countries, which are being offered for a limited time only. In line with our commitment to the core menu, we are expanding the Best Burger program for beef products into new markets. The program has now been fully rolled out in 15 markets, delivering positive results in sales, quality, and taste while maximizing the impact of our core menu offerings.

Product Development

We closely follow consumer trends in all the markets in which we operate to identify opportunities to keep evolving our products. In recent years, for instance, we have identified consumer preference for more natural food, and, as a result, we have been working with our supply chain teams to remove artificial flavors and colors from various core ingredients, including the Big Mac sauce, cheddar cheese, ketchup, mustard, and vanilla ice cream, among others. In turn, these changes have allowed us to transform our core products in response to consumer trends, including the Big Mac, Quarter Pounder with Cheese, Chicken McNuggets, Happy Meal products, hamburgers and cheeseburgers. While we fully aim to evolve our products along with consumer trends and provide new and better options on our menu, we also recognize the importance of preserving the very characteristic of McDonald’s delicious flavors and food safety standards.

We work closely with McDonald’s to develop new product offerings and McDonald’s considers our recommendations regarding regional tastes and preferences, working with us to accommodate such tastes and preferences. We continue to benefit from McDonald’s product development efforts following the Acquisition and have access to a library of products developed globally for the McDonald’s system. For example, in 2021, we took the McCrispy Chicken sandwich platform from the U.S. and successfully launched it in Puerto Rico and Mexico. In 2022, we introduced the McCrispy Chicken

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sandwich platform to additional markets: Panama, Costa Rica, Ecuador, Colombia, Chile, Trinidad, Brazil, Argentina and Uruguay. This McCrispy Chicken platform consists of three to four different chicken sandwiches made with a special bread and 100% chicken breast, among the chicken sandwich options is a “hero” sandwich, the McCrispy Deluxe, which is a large‑mainstream sandwich that can flex to the top tier by adding toppings and sauces. In 2025, we successfully launched a range of limited-time offers for McCrispy Chicken, including Bacon Ranch, Cajun, and Legend, across key markets. These initiatives drove strong consumer engagement and contributed to short-term sales growth.

We also launched several limited-time line extensions of our most iconic products, including the Chicken Big Mac in 2023 and 2024 in Mexico, Costa Rica, and Panama; the Quarter Pounder BBQ Bacon in 2023 and 2024 in Chile, Costa Rica, Panama, Puerto Rico, Uruguay, and Ecuador; and the Quarter Pounder Cheesy Jalapeño in 2024 in Mexico and Ecuador. Additionally, we introduced other innovations, such as the McRib in 2023 in Costa Rica and Ecuador and the McFish in 2024 in Brazil, Costa Rica, Panama, Puerto Rico, Aruba, and Curaçao. In 2025, we successfully launched key Big Mac core extensions across our top markets, including the Double Big Mac and Big Mac Bacon, strengthening our flagship platform and reinforcing the distinctiveness of our core product portfolio. We also launched a core extension campaign featuring the QPC to celebrate our iconic products, aligned with our sponsorship of Formula 1, further amplifying brand visibility and reinforcing our connection with key consumer segments.

In key countries, our understanding of the local market has enabled us to successfully introduce new items to appeal to local tastes and to provide our guests with additional menu options. Our chicken-based offerings include bone-in chicken in markets such as Peru, Panama and Costa Rica. We carefully monitor the sales of our menu items and are able to quickly modify them if necessary.

In addition, we continue to benefit from the Hamburger Universities in the United States and Brazil and the experimental kitchen located in Brazil that aims to develop locally relevant products for the region. The Hamburger Universities and the food studio models have been McDonald’s main global source of people and product development. The Hamburger Universities provide restaurant managers, mid-managers and owner/operators with training on best practices in different aspects of the business, like restaurant and people management, sales and accounting, while emphasizing consistent restaurant operations procedures, service, quality and cleanliness.

Product and Pricing Strategy

Value perceptions change significantly between markets and even between areas within a single market. In order to adjust pricing to meet customers’ expectations in each market, we have developed local expertise aimed at understanding the dynamics of the local marketplace and the characteristics of its customers using data analytics and digital tools.

We collaborate closely with McDonald´s Global Pricing team to implement a structured pricing methodology across our markets. This approach provides a comprehensive framework to refine pricing decisions based on customer insights. The program has been introduced in multiple regions, where ongoing research helps identify optimal value propositions and pricing strategies. Since 2023, Brazil has taken the lead in driving this initiative, leveraging advanced tools to generate data-driven price recommendations and enhance overall business performance. Building on the positive results observed in Brazil, we are rolling out these tools in additional markets. Implementation began in Colombia in 2025, and we plan to expand into new markets, including Chile and Mexico, in 2026. Across most markets, we are also developing tailored methodologies to optimize pricing architecture and ensure alignment with customer willingness to pay.

We also examine trends in the pricing of raw materials, packaging, product-related operating costs as well as individual items sales volumes to fully understand profitability by item. In addition, we use international consultants with particular experience in this area to understand marketplace dynamics and consumer characteristics. These insights feed into the local markets’ menu, promotional and pricing strategy as well as the marketing plan that is disseminated to both Company-operated and franchised restaurants. Restaurants may then adjust pricing and/or item offerings as they choose in an attempt to optimize sales, profitability and local preferences. This cycle is part of an overall revenue management philosophy and is part of our business management practices utilized throughout the region.

Advertisement & Promotion

We believe that sales in the QSR sub-segment can be significantly affected by the frequency and quality of our advertising and promotional programs. In particular, we benefit from the strength of McDonald’s global resources, including its global alliances with some of the largest multinational conglomerates and sponsorship of sporting events such as the FIFA World Cup and participation in various movie promotions, which provides us with important advertising and promotion opportunities.

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We are enhancing brand equity by scaling high-impact collaborations with globally recognized entertainment franchises such as Minecraft and Stranger Things. These partnerships strengthen cultural relevance among key consumer segments while supporting our core portfolio through product innovation and differentiated sauce offerings, reinforcing brand affinity and long-term customer loyalty.

We are leveraging the rapid growth of the Formula 1 fan base in Latin America by associating with a high-profile global sport that strongly resonates with younger audiences, serving as a strategic sponsorship platform across our markets. Beef and chicken campaigns reinforced our sales expansion, while this sponsorship allowed us to carry out campaigns in all markets, especially promoting the use of our digital platforms and McDelivery by customers.

Under the MFAs, we are required to develop and implement a marketing plan for each Territory, which must be approved in advance by McDonald’s and adhere to guidelines provided by McDonald’s. We promote the McDonald’s brand and our products through advertising and promotional activities across all of the Territories. While we are responsible for creating, developing and coordinating these marketing plans and promotional activities, McDonald’s reserves the right to review and approve any advertising materials and related promotional efforts. McDonald’s may also request that we discontinue the use of any materials or promotional activities it deems detrimental to its brand image.

The MFAs require us to spend at least 5% of our gross sales on advertising and promotional activities, unless otherwise agreed with McDonald’s. Our advertising and promotional efforts are guided by a comprehensive marketing plan that outlines key strategic platforms aimed at driving sales.

Our advertisement and promotion activities are guided by our overall marketing plan, which identifies the key strategic platforms that we aim to leverage to drive sales. The advertisement and promotion program is formulated based on the amount of advertisement and promotion support needed for each strategic platform for the year. Our key strategic platforms include menu relevance, by introducing premium products and extending core product lines, convenience, digital and strengthening the kids and family experience. In terms of pricing, we understand that our customers seek great-tasting food at affordable prices and that their perception of value while at the restaurant is a significant factor in determining overall satisfaction and frequency of visits. Other initiatives included the “Book or Toy” campaign in ten Latin American markets, through which we have delivered more than 30 million books to our restaurants since 2013, aiming to foster children’s creativity.

In 2025, we continued focusing our efforts to promote our mobile app and new digital channels such as “Pide y Retira” (“order and pick up”). We strengthened sales channels like McDelivery with special offers and repositioned the drive-thru sales channel in order to adapt to the new mobility trends. In addition, we successfully rebuilt our family business with the introduction of family bundles like the Family Box. All advertised Happy Meal bundles in the markets in which we operate comply with McDonald’s Corporation’s Global Marketing to Children Policy, including its Global Happy Meal Nutrition Criteria.

To unlock further growth, we will continue investing in the digitalization of our business. We have a dedicated department that is working under agile methodologies to accelerate our digital offerings. We are doubling down on our digital marketing capabilities to acquire, activate and engage customers through personalization.

Through the execution of these initiatives, we work to enhance the McDonald’s experience for customers throughout the Territories and increase our sales and customer counts. We aim to position ourselves as a “forever young” brand that provides its customers delicious “feel good moments” through a youthfully energetic, distinctly casual, personally engaging and delightful dining/brand experience.

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Digital, Delivery, Drive-Thru and Development Strategy

We are focused on leveraging our competitive strengths by building a digital strategy we believe will help continue the growth of our digital, delivery and drive-thru channels. Our industry-leading digital platform offers guests greater choices for how to enjoy our brand experience, while the connection with families remains at the core of its appeal. As a result, during 2025, we saw strong growth in on-premise sales, while also generating strong off-premise sales growth. In 2025, our digital channels (the mobile app, delivery, self-order kiosks and order ahead) comprised 61% of our systemwide sales, representing $3.7 billion in digital sales. We leveraged our structural competitive advantages, including the largest free‑standing restaurant portfolio in the Latin American and Caribbean QSR industry and our industry-leading digital platform to generate robust digital sales growth. Since the nationwide launch of the loyalty program “Meu Méqui” in Brazil in October 2023, we have continued expanding the platform across the region. By the end of 2025, the program had been implemented in nine markets - Brazil, Uruguay, Costa Rica, Argentina, Colombia, Ecuador, Puerto Rico, Mexico and Chile - representing more than 90% of our system footprint. The program strengthens customer affinity with the brand by leveraging guest data to deliver more relevant and rewarding experiences, increasing visit frequency and lifetime value.

Through our digital platform, we offer customers personalized, fast and convenient experiences that drive engagement and repeat visits. Our lifecycle management efforts, combined with the rollout of our loyalty programs across multiple markets, have resulted in double-digit increases in purchase frequency among digital customers. We plan to continue expanding our loyalty program across the markets in which we operate.

Our mobile app is currently available in 19 markets and over 2,500 restaurants and reached more than 187 million cumulative downloads by the end of 2025. The mobile app had more than 19 million average monthly active users. In 2025, digital sales, generated through our mobile app, delivery and self-order kiosks, accounted for approximately 61% of our systemwide sales. In addition, identified sales, which reflect transactions linked to registered users, represented more than 26% of our total sales in December 2025.

Arcos Dorados’ CRM platform had more than 115 million unique registered users by the end of December 2025, including more than 27 million as part of our Loyalty program. The platform provides convenient solutions, combined with insights from the Company’s data analytics capabilities, driving a more personalized experience and higher guest lifetime value.

We continued to generate significant growth in our delivery sales channel in 2025, which increased 109% since 2021. Trends in drive-thru also reflected the structural competitive advantage of our free-standing restaurant portfolio. Sales in this channel were up 19.5% between 2021 and 2025. Guest experience is the main driver of frequency and sales growth, so we made operational improvements over the last several years to speed up total experience times and reduce inaccuracy that strengthened customer satisfaction. As a result, we have the highest drive-thru market share among all restaurants in the markets in which we operate.

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Regional Operations

The Company is managed across three geographic divisions: Brazil, NOLAD and SLAD. The divisions are subsequently divided into sub-groups comprised of individual Territories or regions. The presidents of the divisions report directly to our chief operating officer.

The following map sets forth the number of our restaurants in each of our operating divisions as of December 31, 2025:

(1) Non-traditional satellite restaurants are included.

Source: Arcos Dorados

We remain close to customers by managing operations at the local level, including implementing recruiting centers, conducting marketing campaigns and promotions, monitoring consumer perception and managing menu offerings. We conduct administrative and strategic activities at either the divisional level or at our headquarters, as appropriate. In addition, we have designed standardized crew recruiting manuals and have implemented a new modernized training system for crew and managers. These centralized operations help us maintain consistent procedures, quality control and brand management across all of our markets.

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Set forth below is a summary of our restaurant portfolio as of December 31, 2025.

	Ownership			Store Type(1)						Real Property(2)
Portfolio by Division	Company-Operated	Franchised	Total	Freestanding	Food Court	In-Store	Mall Store	Dessert Centers	McCafé Locations	Owned	Leased
Brazil	762	468	1,230	678	354	90	108	2,028	203	109	1121
NOLAD	522	147	669	426	134	48	61	511	20	204	460
SLAD	516	105	621	280	98	124	119	740	244	161	460
Total	1,800	720	2,520	1,384	586	262	288	3,279	467	474	2,041

(1) Non-traditional satellite restaurants are included in these figures.

(2) Developmental licenses and mobile stores are not included in these figures.

Brazil

Brazil is our largest division in terms of restaurants, with 1,230 restaurants as of December 31, 2025 and $1,770.3 million in revenues in 2025, representing 48.8% and 37.8% of our total restaurants and revenues, respectively. Our operations in Brazil are headquartered in São Paulo and McDonald’s has been present in Brazil since opening its first restaurant in Rio de Janeiro in 1979.

NOLAD

NOLAD includes 10 countries with 669 restaurants as of December 31, 2025 and $1,266.1 million in revenues in 2025, representing 26.6% and 27.1% of our total restaurants and revenues, respectively. Its primary market is Mexico, where the division’s management is based. McDonald’s has been present in Mexico since opening its first restaurant in Mexico City in 1985. As of December 31, 2025, Mexico represented 57.1% of NOLAD’s restaurants and 38.0% of NOLAD’s revenues in 2025. Mexico is our second-largest market in terms of restaurants.

SLAD

SLAD includes ten countries with 621 restaurants as of December 31, 2025 and $1,641.8 million in revenues in 2025, representing 24.6% and 35.1% of our total restaurants and revenues, respectively. The division’s management is based in Colombia and its primary market is Argentina, where McDonald’s has been present since opening its first restaurant in Buenos Aires in 1986. As of December 31, 2025, Argentina represented 37.2% of SLAD’s restaurants and 42.5% of SLAD’s revenues in 2025. Argentina is our third-largest market in terms of restaurants.

Seasonality

Our sales and revenues are generally greater in the second half of the year than in the first half. Although the impact on our results of operations is relatively small, this impact is due to increased consumption of our products during the winter and summer holiday seasons, affecting July and December, respectively.

Supply Chain and Distribution

Supply chain management is a key component of our success and a critical factor in optimizing our profitability. We currently operate an integrated and centralized supply chain management system designed to: (i) uphold the highest quality and food safety standards, (ii) secure competitive market pricing that remains stable, predictable and sustainable over time, and (iii) leverage local, regional and global sourcing strategies to achieve competitive advantages.

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This system consists of the selection and development of suppliers capable of meeting McDonald’s rigorous quality and food safety requirements and establishing the appropriate type of relationship with each approved supplier. These standards, aligned with the highest industry benchmarks recognized by the Global Food Safety Initiative (“GFSI”), such as the British Retail Consortium (BRC) standards, among others, include strict expectations for suppliers’ food safety and quality management systems, product consistency and on-time performance, compliance with or exceeding applicable local food regulations and adherence to our policies, procedures, and guidelines.

The supplier quality management system includes compliance with strict requirements such as:

•Food safety and quality policies

•Food safety system based on Hazard Analysis Critical Control Point (“HACCP”), an internationally recognized method of identifying and managing food safety risk addressed through the analysis and control of biological, chemical and physical hazards from raw material production, procurement, handling, manufacturing and distribution to help prevent contamination and food-borne illnesses

•Crisis management

•Contingency plans

•Facility security and food defense, including efforts to ensure defense against acts of intentional food adulteration or tampering

•Good manufacturing practices

•Material handling, storage and transport

•Testing

•Traceability

•Food fraud prevention, including efforts to ensure prevention of fraudulent and intentional substitution, dilution, addition or misrepresentation of food, food ingredients or food packaging or labeling made for economic gain that could adversely impact consumer health

•Product quality, including product and raw material specification, sensory attributes, process validation and capability

•Verification and continuous improvement, including management of customer complaints

As a result of our supply chain management practices described above, we believe our products enjoy a competitive advantage as they incorporate unique attributes that enhance their appeal to our customers. For example, our Chicken McNuggets are made with 100% white meat; our frying oil in almost all our markets is 100% free of trans fatty acids; the dairy mix for our sundaes and the McFlurry is produced from best quality ingredients and subjected to heat treatment processes to ensure best-in-class quality and safety; our leafy vegetables are grown following good agricultural practices and are washed and sanitized to uphold our food safety standards, and our beef patties are made with 100% pure beef and do not contain additives or preservatives.

Pursuant to the MFAs, we purchase core products and services, such as beef, chicken, pork, buns, potatoes, produce, sauces, cheese and dairy mixes, from approved suppliers and distribution centers that meet the above mentioned requirements. If McDonald’s determines that a product or service offered by an approved supplier no longer meets its standards, that supplier’s approved status may be revoked. Beyond the purchase of core products and services, we have no restrictions on which suppliers we may use, as long as they meet the requirements for approval. We have largely continued the supply relationships that McDonald’s had established prior to the Acquisition, and we developed relationships with new suppliers in accordance with McDonald’s product and supplier requirements, including the following: Supplier Quality Management System (“SQMS”), Supply Chain Human Rights (“SCHR”), Distributor Quality Management Program (DQMP), Animal Health and Welfare (AH&W) and Global Quality & Safety Requirements for Disposable Packaging (GQSR), among others.

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Given that the process of becoming an approved supplier is lengthy, costly, and requires demonstrated compliance with McDonald’s high quality standards, we have found that informal agreements with our approved suppliers are generally sufficient to ensure a reliable supply of high-quality food products. As a result, we have developed long-term relationships with most of our suppliers. In addition, we typically enter into written agreements with most of our suppliers regarding product pricing, which may be based on pricing protocols, formula-based costing, benchmarking or open bidding processes, as appropriate. Our 32 largest suppliers account for approximately 76% of our supplies, and no single supplier or group of related suppliers account for more than 13% of our total food and paper costs. Among our main suppliers are Marfrig Global Foods SA; McCain Foods Group Inc.; Coca Cola Company; Bimbo S.A. de C.V.; Axionlog B.V.; Reyes Holdings L.L.C.; HAVI Group L.P.; BRF S.A.; American Beef S.A.; Savencia Fromage & Dairy; Frima S.A.; Tyson Foods; Schreiber Foods Inc.; J.R. Simplot Company; Kerry Group plc; F C & Natural Salads Distribuidora de Produtos Hortifrutigranjeiros Ltda; Panifresh S.A.; Griffith Foods Worldwide Inc.; Bunge Limited; Lactalis Group; BO Packaging S.A.; Brasilgrafica S.A.; Lacteos de Poblet S.A.; Golden State Foods; Terbium Industrial S.A.; Granja Tres Arroyos S.A.; Interbake Chile S.A.; Alpina Productos Alimenticios S.A.; Cellier Alimentos do Brasil Ltda.; Empresas Carozzi S.A. and Fortunato Mangravita S.A.

Our integrated supply chain management approach optimizes value by working closely with suppliers to develop effective pricing protocols, inventory management practices, planning processes and product quality standards. As of December 31, 2025, approximately 23.3% of our restaurant costs, primarily related to food and paper, were exposed to fluctuations in foreign exchange rates. This percentage varies among the Territories; for example, 37.8% of the products consumed in Mexico are exposed to fluctuations in foreign exchange rates, while 18.4% and 6.8% of the products consumed in Brazil and Argentina, respectively, are exposed. This includes the toys distributed to our restaurants, which are imported from China. Certain supplies, such as beef, dairy and produce, must often be locally sourced due to restrictions on their importation. Although we maintain contingency plans to back up restaurant supplies, fluctuations in exchange rates coupled with the MFAs’ requirement to purchase certain core supplies from approved suppliers, may mean that we are unable to quickly find alternate or additional supplies in the event a vendor is unable to meet our orders. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Operations—From time to time, we depend on oral agreements with third-party suppliers and distributors for the provision of products and services that are necessary for our operations.” The suppliers deliver almost all of their products to distribution centers that are responsible for reception, transportation, warehousing, financial administration, demand and inventory planning and customer service. The distribution centers interact directly with our Company-operated and franchised restaurants.

Until March 2011, we managed the distribution of most of our food and paper supplies in Argentina, Chile, Mexico and Venezuela, which operations and related assets we refer to as Axionlog. Since the split-off, Axionlog has provided us with comprehensive 3PL services, including storage (dry, frozen and chilled), transportation, planning, and logistics management services pursuant to a master commercial agreement with Axionlog on arm’s-length terms. Axionlog currently provides us some or all of these services in most of our territories. For additional information about our transactions with Axionlog, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—The Axionlog Split-off.”

Supply Chain Management and Quality Assurance

All menu products meet McDonald’s and Arcos Dorados’ specifications, including new products and promotions (except branded products, such as McFlurry toppings, condiments, or Coca-Cola beverages, which follow standards specified by their brands and approved by McDonald’s).

We work closely with our suppliers, distribution centers and restaurants to implement and maintain rigorous food safety and quality standards through established policies and procedures. These standards are reinforced through ongoing training programs across our supply chain.

During 2025, we continued to enhance our regional training programs, focusing on food safety, quality assurance, supplier standards, risk mitigation and the consistent implementation of our policies and procedures across our supply chain.

To verify compliance with our food safety and quality requirements, we conduct annual independent third-party audits. When opportunities for improvement are identified, we require the implementation of corrective action plans supported by root-cause analysis.

In addition, we have implemented a Supplier Manual that outlines the requirements suppliers must meet to be part of our system. Suppliers are required to acknowledge and comply with these standards.

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We require our suppliers of raw materials to comply with stringent food safety and quality standards and to successfully complete audits covering areas such as manufacturing practices, traceability, food safety systems and supply chain human rights.

Animal health and welfare standards are defined on a species-specific basis and are verified through recurring independent audits. When instances of non-compliance are identified, we work with suppliers to strengthen their practices and implement corrective action plans.

At processing facilities, we apply McDonald’s supply chain quality management systems, which promote continuous improvement and are regularly measured, scored and audited by independent third parties.

Suppliers are also required to implement measures designed to prevent risks to individuals, products and processes, including facility security, controlled access, incident reporting protocols and risk assessments of ingredients and raw materials.

We conduct unannounced audits at high-risk and core suppliers and monitor compliance through periodic on-site visits by our internal teams. In addition, we provide ongoing training and support to suppliers to promote continuous improvement.

We also maintain a corporate social responsibility auditing program to assess suppliers’ practices in areas such as labor standards, health and safety, environmental management and business ethics.

We have established global supplier standards that address areas such as human rights, workplace conditions, business integrity and grievance mechanisms. Compliance is monitored through self-assessments, third-party audits and corrective action plans.

We maintain a Global Restricted Substances List (“GRSL”) that defines chemical substances prohibited or restricted in food-contact materials. Compliance with these standards is required for all materials entering our system and is supported by supplier approval processes, testing and validation procedures.

We encourage suppliers to adopt globally recognized food safety certification schemes aligned with international best practices.

To monitor product quality, we implement sensory evaluation programs that assess key product attributes to ensure consistency and compliance with specifications.

We have implemented guidelines to prevent and manage foreign objects within supplier manufacturing processes, with a focus on strengthening preventive controls across our supply chain.

At the distribution stage, we apply McDonald’s Distribution Quality Management Program, which establishes comprehensive requirements related to food safety, operational controls, traceability, contingency planning and regulatory compliance.

We conduct unannounced third-party food safety audits at our restaurants on a periodic basis.

We also gather customer feedback through McDonald’s global customer satisfaction programs, which allow us to monitor operational performance and identify opportunities for improvement across our restaurants.

We have implemented a HACCP-based food safety management approach across our restaurants, focused on systematic risk analysis and the identification and control of potential hazards. This approach is supported by a robust set of operational procedures, including sanitation, training, supplier management and pest control.

We also promote a culture of food safety and continuous improvement across our organization through ongoing engagement initiatives involving suppliers and internal teams.

Our Competition

We compete with international, national, regional and local retailers of food products. We compete on the basis of price, convenience, service, menu variety and product quality. Our competition in the broadest perspective includes restaurants, quick-service eating establishments, pizza parlors, coffee shops, street vendors, ice cream vendors, convenience food stores, delicatessens and supermarkets.

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Our Guests

We aim to provide our guests with safe, fresh and great-tasting food at a good value and an enjoyable dining experience in the family friendly environment demanded by our target demographic of young adults and families with children. Based on data from the United Nations Economic Commission for Latin America and the Caribbean, the Territories represented a market of approximately 565 million people in 2025—equivalent to the combined population of the United States, Germany, France and the United Kingdom—of which approximately 21.8% are under 14 years old and 35.7% are under 25 years old. As a business focused on young adults in the 14 to 35 age range and families with children, our operations have benefited, and we expect to continue to benefit, from our Territories’ population size, age profile when compared to more developed markets and improving socio-economic conditions.

The McDonald’s brand in Latin America is positioned as an aspirational experience and a destination for our guests. In order to maintain that brand positioning, we have implemented several initiatives focused on providing our guests with a differentiated customer experience. McDonald’s digital strategies provides an innovative experience with a noticeable change in the areas of service, hospitality, and atmosphere in the restaurant. We will evolve to an integrated vision, based on 5 fundamental pillars to transversally deliver the expected experience for our guest: atmosphere, people, family, menu and technology.

Despite ongoing risks generally associated with international business operations, the confluence of favorable factors throughout many of the Territories, including growth in our target demographic markets, offer an opportunity of profitable growth and the ability to serve an ever-increasing number of guests.

Regulation

We are subject to various multi-jurisdictional federal, regional and local laws in the countries in which we operate affecting the operation of our business, as are our sub‑franchisees and suppliers. Each restaurant is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, tax, operating, environmental, building and fire agencies in the jurisdiction in which the restaurant is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals can delay or prevent the opening of a new restaurant in a particular area.

Restaurant operations are also subject to federal and local laws governing matters such as wages, working conditions and overtime. We are also subject to tariffs and regulations on imported commodities and equipment and laws regulating foreign investment.

Substantive laws that regulate the franchisor/franchisee relationship presently exist in several of the countries in which we operate. These laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchisor to designate sources of supply and regulate franchise sales communications.

Price Controls

Certain countries in which we conduct operations have imposed, and may continue to impose, price controls that restrict our ability, and the ability of our sub‑franchisees, to adjust the prices of our products. For example, in Venezuela, the Fair Price Act has been in force since 2013, which seeks to lower high inflation by controlling prices and costs in the chain of production. The Fair Price Act generally sets forth a profit cap of 30% on the cost structure of goods and services, thus reducing management’s ability to freely determine final prices. According to regulations passed under the Fair Price Act, to determine a final and fair price, management must observe and consider all of the costs of production, including (i) acquisition costs of raw materials, the determination of which must comply with existing regulations on transfer pricing (i.e., price, freight, primary storage, non-recoverable taxes and other costs directly attributable to the acquisition of raw materials), (ii) labor costs, and (iii) indirect costs of production.

The Fair Price Act also empowers the National Agency for the Defense of Socio-economic Rights to implement provisions and regulations on “fair pricing” and to oversee and audit businesses in Venezuela. Breaches of the Fair Price Act can result in criminal charges against merchants or business people. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Results of Operations and Financial Condition—Price controls and other similar regulations in certain countries have affected, and may in the future affect, our results of operations.” Although we managed to navigate the negative impact of the price controls on our operations from 2013 through 2025, the existence of such laws and regulations continues to present a risk to our business. We continue to closely monitor developments in this dynamic environment.

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In Argentina, the current administration, which took office in December 2023, has repealed Law No. 26,992, titled the “Creation of the Observatory of Prices and Availability of Inputs, Goods and Services Act”, pursuant to Decree No. 70/2023, issued on December 21, 2023. Decree No. 70/2023, which remains in force and subject to congressional and judicial review, also repealed and amended various existing regulations with the purpose of deregulating the Argentine economy.

Labor Regulation

We are subject to labor laws and regulations in the countries in which we operate. Changes in labor legislation, including increases in minimum wages, modifications to working hour regimes, new employee benefit obligations, or additional employment-related taxes or social contributions, may increase our labor costs and operating expenses and affect the way we manage our workforce.

Several of the jurisdictions in which we operate have recently adopted or proposed reforms affecting employment conditions, compensation structures and workplace flexibility. For example, certain countries in our region have implemented increases to statutory minimum wages, introduced new employee benefits, or adopted measures that may increase overtime premiums or reduce the standard workweek. In other jurisdictions, broader labor reforms have been proposed or enacted that could modify rules relating to hiring practices, severance, probationary periods and other employment conditions.

The scope, implementation and interpretation of these measures vary across jurisdictions and may continue to evolve. Any further changes to labor legislation, or the adoption of additional employee protections, could increase our labor costs, require adjustments to our operations or adversely affect our results of operations and financial condition.

Consumer Regulation

We are also subject to increasing consumer regulation. For instance, in Peru, draft legislation has been introduced that could increase obligations on companies regarding consumer protection and safety and may result in an increase in consumer claims. Enactment of this type of regulation may lead to higher costs and could adversely affect our results of operations and financial condition. Such proposals are still under evaluation by the Peruvian Congress.

In addition, we may become subject to legislation or regulation seeking to regulate high-fat and/or high-sodium foods, particularly in Brazil and Chile. Moreover, restrictions on advertising by food retailers and QSRs have been proposed or adopted in Argentina, Brazil, Chile, Colombia, Mexico and Peru, including proposals to restrict our ability to sell toys in conjunction with food. Certain jurisdictions in the United States are considering curtailing or have curtailed McDonald’s ability to sell children’s meals including free toys if these meals do not meet certain nutritional criteria. Similar restrictions, if imposed in the Latin American countries where we do business, may have a negative impact on our results of operations. We will comply with any laws or regulations that may be enacted, and we can provide no assurance of the effect that any possible future laws and regulations will have on our operating results. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Industry—Restrictions on promotions and advertisements directed at families with children and regulations regarding the nutritional content of children’s meals may harm McDonald’s brand image and our results of operations.”

Insurance

We maintain insurance policies in accordance with the requirements of the MFAs and as appropriate beyond those requirements, to the extent we believe additional coverage is necessary. Our insurance policies include commercial general liability, workers compensation, “all risk” property and business interruption insurance, among others. See “Item 10. Additional Information—C. Material Contracts—The MFAs—Insurance.”

Environmental Issues

To the best of our knowledge, there are currently no international, federal, state or local environmental laws, rules or regulations that we expect will materially affect our results of operations or our position with respect to our competitors. However, we can provide no assurance of the effect that any possible future environmental laws will have on our operating results. There are several countries and cities with regulations either already being enforced or in the legislative process. However, those laws have not had a material effect on our operations thus far. In the city of São Paulo, single-use plastic is banned. In Chile and in Mexico City, single-use plastic is also banned. In our French Caribbean territories, the Circular Economy Law presents certain challenges that will potentially require structural investments and could potentially have an impact on our business results due to the inherent specifications of the law and its applicability in the quick service industry.

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Youth Opportunity

Youth unemployment is one of the most critical issues facing countries in Latin America. Through our Youth Opportunity initiative, we promote social mobility by providing training and employment opportunities to young people in Latin America that help them develop valuable customer service, soft skills and leadership skills that can be applied to a wide range of career paths in the future. We are implementing this initiative through strategic alliances and by leveraging our track record and experience in this field. We are also developing projects for labor participation that include technical training and programs to support the employment of people with disabilities, as well as financial literacy for our employees.

We increased our focus on Youth Opportunity because it has been one of the most significant problems facing Latin American countries in recent years. According to the Inter-American Development Bank (IDB), 48% of the working-age population in the region is young, between the ages of 15 and 29 years old. The unemployment rate of this particular age bracket is 20%, more than double the unemployment level of the general population and more than three times that of adults. Informality in the youth job sector in our region is among the largest in the world, reaching more than 60% according to the International Labour Organization, and we play a significant role in helping to address this issue.

In conjunction with our Latin American branch of Hamburger University, we created the training platform McCampus Comunidad, which was designed as an Arcos Dorados and McDonald’s employee training system, but has been opened to the general public, particularly to young people seeking formal job opportunities. McCampus Comunidad offers over 40 free, online soft skills courses, related to leadership, digital capabilities, IT and customer services, all of which offer an official, formal certificate issued by the Hamburger University. Since we established the McCampus online through December 31, 2025, over 200,000 young people have enrolled in the platform.

We have also continued to strengthen our partnerships with other organizations that focus on soft skills training, such as Aldeas SOS (Mexico, Costa Rica and Peru), Instituto Ayrton Senna (Brazil), Fundación Cimientos (Argentina), Liceo Impulso (Uruguay), Mi Sangre (Colombia), among others. In 2025, we donated over $8.4 million in connection with our solidarity days, Gran Día and McHappy Day. Those funds were transferred to non-governmental organizations that support the development of soft skills and the employability skills of young people across the region and to support the local chapters of Ronald McDonald House Charities.

We also developed a soft skills program called “Meu Jeito” in partnership with Instituto Ayrton Senna, which in its first stage was implemented in Brazil with the participation of more than 38,900 members of our crew.

Climate Change

As much as possible, Arcos Dorados seeks to carefully identify, control and minimize the environmental impact generated by its operation. Environmental management must permeate the entire supply chain, which is why we work with suppliers who have shared values, ensuring they comply with best practices, endorsed or recognized under international seals.

To implement these initiatives, we have developed strategic partnerships with prestigious organizations such as the World Wildlife Fund (“WWF”), the Nature Conservancy, the Rainforest Alliance and the Forest Stewardship Council (“FSC”), among others.

In order to achieve reductions in our environmental impact at the restaurant level, we are taking specific actions, such as advancing our transition to renewable energy sourcing. To that end, we have signed renewable energy contracts in Mexico, Puerto Rico, Costa Rica, Panama, Guadeloupe, Colombia, Chile, Argentina and Brazil.

We expect to publish the results of our scopes 1, 2 and 3 greenhouse gas emissions as of December 31, 2025, in our Social Impact and Sustainable Development Report, which is scheduled to be released in May 2026.

Arcos Dorados has implemented a sustainable construction policy for its restaurants. This means that all new projects include technologies and designs to drive efficiency in the use of energy and water, as well as the use of recycled materials and incorporate features to recycle waste.

As a result, restaurants are being designed and built to maximize energy efficiency and lower water usage by including low-consumption equipment, climate-efficient architecture and systems for reusable water, while at the same time, improving accessibility for our guests and employees. We also continue to work to improve processes, such as implementing responsible use and recycling of natural resources, promoting waste sorting and separation and encouraging the use of efficient air conditioning systems.

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The outcome of all these initiatives should be reflected in our complete scope 1,2,3 inventory of greenhouse gas emissions, which we expect to publish in our upcoming 2025 Social Impact and Sustainable Development Report, due to be published at the end of May 2026.

Circular Economy

Recycling infrastructure, regulations and consumer behaviors vary city to city and country to country, but we are committed to be part of the solution and help influence powerful change. In 2025, we achieved 93.2% of compliance with our packaging sourcing commitment. We continue to deploy waste sorting bins in our restaurants and educate our consumers about the importance of properly sorting and recycling materials where and when possible.

On a yearly basis, we offer sustainability workshops in our restaurants and organize beach clean-up activities in several markets, such as Argentina, Chile, Ecuador, Uruguay, Peru and Puerto Rico. We plan to expand these opportunities within our communities.

Our strategy focuses on prioritizing certain processes: eliminating or minimizing the use of packaging through design innovation, recovering and recycling where possible, and aiming to close the loop by using more recycled materials in our packaging and restaurants, which in turn helps to drive global demand for recycled materials. Our packaging is made with 21.3% recycled materials.

To reduce the impact on the environment as a result of virgin plastic waste, Arcos Dorados has developed a series of initiatives over the last few years. Starting in 2018 with the “Straws on Demand” program, through which restaurants stopped offering straws in nearly all markets and only provided straws upon customer request. To date, we have eliminated plastic straws in almost every market. Additionally, we streamlined a series of initiatives. The main actions contributing to this reduction are:

•Straw only upon customer request, with the additional removal of lids from cold drinks served in restaurants and replacement of plastic cups in some markets.

•Cutlery redesign (the spoon delivered with desserts redesigned to reduce plastic per unit by 40%) or replacement with fiber-based material.

•Plastic salad bowls and breakfast containers were replaced with a 100% biodegradable cardboard box.

•Plastic lids on cold beverages for delivery service were replaced by paper/ PE seals.

Currently, our packaging includes 10,268 tons of recycled material (which amounts to 21.3% of recycled material in our packaging); that does not come into direct contact with food, showcasing our commitment to reducing packaging and increasing recycled material for a circular economy.

When it comes to fiber materials, it is important to ensure that our fiber suppliers support deforestation-free supply chains. Since 2020, we are focused on fiber-based packaging and committed to sourcing 100% of primary fiber-based guest packaging from chain-of-custody certified or third-party verified recycled sources, where no deforestation occurs. At the end of 2025, 99.64% of our fiber packaging was certified as either FSC® (Forest Stewardship Council) or Programme for the Endorsement of Forest Certification (“PEFC”).

Reverse logistics is another component of our recycling program. We are leveraging our logistics providers to recover cardboard from our restaurants, which is then recycled and reused to generate new packaging. The solution is being tested in several markets. In 2025, we recovered more than 1,454 tons of cardboard, which were reused in our value chain, providing us with opportunities to recycle and reduce waste. We aim to continue increasing the number of collected cardboard tons in the coming years.

We also use reverse logistics for our used oil recycling program. We recycle used cooking oil in all our restaurants, which is then reused according to local regulations. For instance, in 2025, more than 5,000,000 litters of used cooking oil were recycled for further use, including as biofuel.

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Composting continues to expand as part of our circular economy approach. In 2025, we expanded our composting initiatives in Chile and Colombia, increasing both the volume of organic waste recovered and the number of participating restaurants. Brazil continued to lead these efforts, with 76 restaurants implementing composting systems, including select locations with on-site solutions. The compost generated through these initiatives is used in local gardens to cultivate vegetables that are shared with employees and applied in community focused projects, creating a tangible link between waste management and local food production. In 2025 we managed to compost 435 tons of organic waste in 135 restaurants with composting initiatives.

We are also committed to reducing food waste. This requires identifying products that have lost commercial value but remain safe and suitable for consumption. By redirecting these items, we help prevent food waste while supporting people in vulnerable situations. Through structured donation programs across company-operated and franchised restaurants, food is recovered and delivered to social organizations, helping reduce waste while creating social value. In 2025, our logistics partner Martin Brower strengthened this effort by donating 32 tons of our products to food banks as part of its responsible inventory management practices. In 2025 we donated 64 tons of food from 510 restaurants participating in the initiative. This is equivalent to 385,000 meals provided.

Sustainable Sourcing

We have been supporting sustainable food production and forest conservation efforts for years. We work hard to continuously improve how we source our ingredients in a way that allows people, animals and the planet to thrive. Deforestation remains a material environmental risk, and we support initiatives that promote sustainable food production and protect vulnerable ecosystems in our operation. We require strict sustainability standards across the key priority commodities, ensuring raw materials meet traceability, responsible production, and socio-environmental standards. We also drive industry sustainability through initiatives like promoting regenerative agriculture practices in our supply chain.

As one of the largest buyers of beef in the region, we are serious about our responsibility to help lead the industry towards more sustainable production practices. We implement the McDonald´s Deforestation‑Free Beef Procurement Policy (DFBPP) in Brazil and Argentina. We apply this policy in high‑risk sourcing biomes in these countries, working closely with suppliers to ensure compliance with requirements related to deforestation monitoring, protection of Indigenous lands, adherence to environmental regulations, and respect for human rights. We monitor 100% of the beef sourced from direct suppliers in these markets using satellite and remote‑sensing tools provided by third‑party partners such as Proforest and Agrotools. These measures strengthen our supply chain oversight and help advance responsible beef production in the region.

In 2025, we achieved 99.8% compliance with the deforestation-free beef procurement policy. We ensure that the beef purchased from direct suppliers complies with the deforestation-free beef procurement policy. If any raw material supplier is found not to be in compliance with the policy, it is removed from our supply chain.

We believe in driving industry-wide change and encouraging collective action through strategic partnerships. That’s why we actively participate in global and local roundtables that promote sustainable beef productions. In Argentina, we are active members of the Steering Committee of the Argentine Roundtable For Sustainable Beef (MACS). In Brazil, we are part of the Brazilian Roundtable for Sustainable Beef (MBPS), and in Uruguay, we joined the Uruguayan Sustainable Beef Roundtable (MUCS). These strategic actions align with and strengthen the mission of the Global Roundtable for Sustainable Beef (GRSB).

We work with recognized certifications and closely collaborate with suppliers to meet rigorous standards. While we don’t use palm oil in our cooking processes, we work with our suppliers to guarantee that when they use oil as an ingredient, it is certified under the Roundtable on Sustainable Palm Oil (RSPO) standards. Our coffee is certified under the Rainforest Alliance certification.

We ask our chicken suppliers to source their soy in chicken feed from low-deforestation regions or comply with specific requirements if it is sourced from countries where there are protected biomes, such as Brazil, Argentina and Paraguay. Arcos Dorados is a member of the Round Table on Responsible Soy (RTRS). Arcos Dorados is engaged with chicken suppliers and the origin of soy used as an ingredient of their feed, supporting responsible production of soy through the purchase of RTRS credits.

Additionally, our fish, in the Territories in which we offer it on the menu, is sustainably raised to protect long term fish production and improve the marine ecosystem.

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As part of our Recipe for the Future, we pledged to source 100% cage-free fresh eggs by the end of 2025. Although we have only achieved a migration of 95.3% of the volume of fresh eggs served in McDonald’s restaurants across Latin America to cage-free systems, as part of our continued commitment to sustainable sourcing and animal welfare, we have successfully transitioned to cage-free fresh eggs in major continental countries with fresh eggs in their menu.

Furthermore, the responsible use of antibiotics is important for animal health, as well as to ensure the future effectiveness of antimicrobial medicines. Arcos Dorados aligns with McDonald’s antibiotic stewardship, following health guidelines established by the World Health Organization (WHO) and the World Organization for Animal Health. Our efforts are outlined in McDonald’s 2017 Vision for Antibiotic Stewardship, emphasizing responsible antibiotic use across chicken, beef, and pork. In Brazil, we successfully removed Highest Priority Critically Important antibiotics (HPCIA as per WHO classification of antibiotics) from chicken in 2018. Additionally, we actively contributed to McDonald’s Antibiotic Policy for Beef, outlining expectations in compliance with local regulations.

Commitment to Families

The well-being of the communities where we operate is of considerable importance to us and we are engaged in a wide range of programs focused on positively impacting those communities. In addition to the support we give to Ronald McDonald House Charities, both currently and historically, we continue expanding our reach to the areas of Youth Opportunity and Sustainable Development and further strengthened our efforts in these areas in 2025, across the entire company, to reinforce our position as a socially responsible company.

In 2025, we executed our yearly Gran Día and McHappy Day campaigns, which seek to broaden our social impact. Through these campaigns, funds raised through the sale of Big Macs were donated to local organizations supporting youth employment and the Ronald McDonald House Charities. We raised more than $8.4 million in 2025.

Besides the Ronald McDonald Houses, in 2025, we collaborated with more than 20 NGOs, including Aldeas Infantiles SOS in Peru, Mexico, and Costa Rica, Voces Vitales in Panama, Mi Sangre in Colombia, Ayrton Senna Institute in Brazil, Fundación Cimientos in Argentina, Fundación Coanil in Chile, Fundación El Triangulo in Ecuador, Liceo Impulso in Uruguay, Centro Man Na Obra in Aruba and Fonditut in Curaçao, among others.

We also contribute to the communities in which we operate through the Ronald McDonald House Charities, which is dedicated to creating, finding and supporting programs that directly improve the health and well-being of children by providing “a home away from home” to children undergoing medical treatment in hospitals and their families.

As part of our commitment to offering nutritious and high‑quality food, we actively promote a balanced lifestyle by providing reliable and accessible information to support informed nutritional choices. We were the first restaurant chain in Latin America to disclose complete nutritional and calorie information for our menu items on our websites in each of the Territories. Nutritional information for all of our products is available on Company owned websites and mobile applications.

We have eliminated artificial colors and flavors from core menu items and Happy Meal bundled offerings in most of the regions in which we operate. Throughout this process, we remain focused on maintaining our quality standards, including the use of 100% pure beef for our hamburgers and high‑quality potatoes for our McFries.

As of August 2019, Happy Meal offerings in all of our markets complied with the nutritional criteria set by the Global McDonald’s Happy Meal Nutrition Criteria. We presented important changes in our famous Happy Meal, such as the reduction of sodium, calories and fat, and included an option for pure fruit juice with no added sugar to help promote the consumption of recommended food groups. These changes were endorsed by groups such as the Interamerican Society of Cardiology, the Brazilian Association of Nutrition, the Argentine Foundation of Cardiology, the Peruvian Society of Nutrition and the Uruguayan Association of Dieticians and Nutritionists. We continue with our responsible marketing practice complying with the Global Happy Meal Goals.

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From a safety and quality perspective, we only use ingredients that have passed strict quality and food safety controls throughout the cooking chain, inside our restaurants and up to the moment they are served to our customers. These products are sourced from our approved supplier network for all McDonald’s restaurants. We believe we developed and continue to have one of the highest food safety standards in the industry, closely monitoring and enforcing adherence to those standards. All of our restaurants are audited on a yearly basis by a third-party entity. In order to ensure the quality and safety of our offerings, we have also implemented a supplier audit program, as described above, held by an independent audit firm, which includes Supplier Workplace Accountability (SWA), Supplier Quality Management System (SQMS) and Packaging Supplier Quality Management System Paper (PQMS).

As part of our commitment to safeguarding the well-being of Arcos Dorados employees, guests and third-party operators, we continue to reinforce our safety procedures in the kitchen, which establishes a guide that combines strict hygiene, cleanliness and sanitation protocols that characterize our brand. In addition to reinforcing existing safety measures, such as requiring that our employees wash their hands at least every half hour and sanitize their hands every fifteen minutes, hand sanitizer is made available at the lobby of our restaurants and other locations throughout the restaurants. We also encourage our customers to use contactless payment methods, such as credit cards. Additionally, we use double bags and triple sealing to ensure isolation of food for McDelivery and sanitize bags that transport food supplies to our restaurants.

Puertas Abiertas (“Open Doors”) is Arcos Dorados’ flagship quality control program that proactively invites guest and key stakeholders to visit our kitchens and other parts of our behind-the-counter operations. This program promotes greater transparency and has hosted over 450 thousand customers across the region since it was resumed in late 2022.

Diversity and Inclusion

Diversity, equity, and inclusion are central to our values and long-term success. We believe that fostering a culture of inclusion and respect strengthens our workforce, enhances organizational performance, and drives innovation. By valuing diverse perspectives and experiences, we promote equal opportunities for growth and create a more inclusive and engaged work environment. Our commitment is reflected in the implementation of programs, policies, and initiatives designed to support the professional and personal development of our employees.

In January 2018, Arcos Dorados established a Diversity and Inclusion Committee to guide our strategy and promote an inclusive culture in which differences—such as gender, race, culture, sexual orientation or gender identity, religion, socioeconomic background, and political beliefs—are valued as a source of strength and innovation. Since its creation, the Committee has contributed to strengthening employees’ sense of belonging and fostering a more connected workforce.

In 2025, the Committee focused on the following key areas:

•Gender Equity - Women’s Network: Our Women’s Network promotes gender equality and supports the professional development of women across all levels of the organization. In collaboration with Hamburger University and external partners such as UN Women, we provide training, mentorship, and development opportunities. Between 2021 and 2024, we increased female representation across several professional levels, including at senior leadership positions. We have also implemented initiatives such as maternity support programs, lactation spaces, and employee assistance resources. In several countries, we have received “Espacio Seguro” certifications recognizing workplaces free from violence.

•Gender Identity and Sexual Orientation Diversity (LGBTQI+): We promote a safe and inclusive environment for our LGBTQI+ employees through internal networks, training, and awareness initiatives. In 2022, we launched an LGBTQI+ guide to foster respectful interactions and reinforce a zero-tolerance policy for discrimination. We have also implemented inclusion measures such as gender-neutral uniforms.

•Health and Wellness: We are committed to supporting the physical and mental well-being of our employees. In several markets, we offer wellness programs, training, and initiatives aimed at promoting preventive care and healthy lifestyles.

•Inclusion of People with Disabilities: We promote workforce inclusion for individuals with disabilities through partnerships with organizations across Latin America, focusing on recruitment, training, and workplace integration. We also conduct internal assessments and provide training and guidelines to support an inclusive work environment.

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C. Organizational Structure

We conduct substantially all of our business through our indirect, wholly owned Dutch subsidiary Arcos Dorados B.V. Our controlling shareholder is Los Laureles Ltd., a British Virgin Islands company, which is beneficially owned by Mr. Woods Staton, our Executive Chairman. Under the MFAs, Los Laureles Ltd. is required to hold at all times at least 51% of our voting interests and 30% of our economic interest, which is accomplished through its ownership of 100% of the class B shares of Arcos Dorados Holdings Inc., each having five votes per share. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Los Laureles Ltd.” Arcos Dorados B.V. owns all the equity interests of LatAm, LLC, and owns, directly or indirectly, all the equity interests of the subsidiaries operating our restaurants in the Territories.

The following chart shows our corporate structure as of December 31, 2025.

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(1) Includes class A shares and class B shares beneficially owned by Mr. Woods Staton, our Executive Chairman. Los Laureles Ltd. is beneficially owned by Mr. Woods Staton. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Los Laureles Ltd.”

(2) Includes operating subsidiaries held directly and, in some cases, indirectly through certain intermediate subsidiaries.

Other than as described above, all of our significant subsidiaries are wholly owned by us, except Arcos Dorados Argentina S.A., of which Mr. Woods Staton owns 0.003%.

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D. Property, Plants and Equipment

Property Operations

Our long-standing presence in Latin America and the Caribbean has allowed us to build a significant property portfolio with hard-to-replicate locations in key markets across the region that enhance our customers’ experience and ultimately support our brand and market position. As of December 31, 2025, we owned the land for 474 of our 2,520 restaurants. We lease the remaining real estate property where we operate. Accordingly, we are able to charge rent on the real estate that we own and lease to our sub‑franchisees. The rental payments generally are based on the greater of a flat fee or a percentage of sales reported by franchised restaurants. When we lease land, we match the term of our sublease to the term of the franchise. We may charge a higher rent to sub‑franchisees than that which we pay on our leases, thereby deriving additional rental income.

The selection, construction and maintenance of our restaurant locations and other related real estate assets (totaling approximately 1.2 million square meters), which is a key element of our performance, is determined based on an evaluation of expected returns on investment and the most efficient allocation of our capital expenditures.

In addition to our 474 restaurant properties, we own our corporate offices in Brazil and Argentina, an industrial center called Food Town in São Paulo, Brazil (where our logistics operator is located), and training centers in São Paulo, Brazil and Buenos Aires, Argentina. In total, we own 529 properties.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

The following discussion of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information” and “Item 3. Key Information—A. Selected Financial Data.”

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Item 3. Key Information—D. Risk Factors.”

Segment Presentation

Our operating segments are comprised of three geographic divisions: (i) Brazil; (ii) NOLAD, which consists of Costa Rica, Mexico, Panama, Puerto Rico, Martinique, Guadeloupe, French Guiana, St. Martin, and the U.S. Virgin Islands of St. Croix and St. Thomas; and (iii) SLAD, which consists of Argentina, Chile, Ecuador, Peru, Uruguay, Colombia, Venezuela, Trinidad and Tobago, Aruba, and Curaçao.

As of December 31, 2025, 48.8% of our restaurants were located in Brazil, 26.6% in NOLAD and 24.6% in SLAD. We focus on our customers by managing operations at the local level, including marketing campaigns and special offers, menu management and monitoring customer satisfaction, while leveraging our size by conducting administrative and strategic functions at the divisional or corporate level, as appropriate.

We are required to report information about operating segments in our financial statements in accordance with ASC 280. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. We have determined that our reportable segments are those that are based on our method of internal reporting, and we manage our business and operations through our three geographic divisions (Brazil, NOLAD and SLAD). The accounting policies of the segments are the same as those for the Company on a consolidated basis.

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Principal Income Statement Line Items

Revenues

We generate revenues primarily from two sources: sales by Company-operated restaurants and revenue from franchised restaurants, which primarily consists of rental income, typically based on the greater of a flat fee or a percentage of sales reported by our franchised restaurants. This rent, along with occupancy and operating rights, is stipulated in our franchise agreements. These agreements typically have a 20-year term but may be shorter if necessary to mirror the term of the real estate lease. In both 2025 and 2024, sales by Company-operated restaurants and revenues from franchised restaurants represented 95.4% and 4.6% of our total revenues, respectively. In 2023, sales by Company-operated restaurants and revenues from franchised restaurants represented 95.5% and 4.5% of our total revenues, respectively.

Since 2023, the Company has offered a loyalty program in which our customers in certain territories are awarded loyalty points when purchases at Company-operated and franchised restaurants are completed. Loyalty points can be redeemed for free products.

The company defers revenue associated with the estimated selling price of points earned towards free products as each point is earned and a corresponding liability is established in deferred revenue. This deferral is based on the estimated value of the product for which the reward is expected to be redeemed, net of estimated unredeemed points. Loyalty points expire six months after issuance.

When a customer redeems an earned reward, or the loyalty points expire, we recognize revenue for the redeemed product and reduce the related deferred revenue.

Operating Costs & Expenses

Our sales are heavily influenced by brand advertising, menu selection and initiatives to improve restaurant operations. Sales are also affected by the timing of restaurant openings and closures. We do not record sales from our franchised restaurants as revenues.

Company-operated restaurants incur four types of operating costs and expenses:

• food and paper costs, which represent the costs of the products that we sell to customers in Company-operated restaurants;

• payroll and employee benefit costs, which represent the wages paid to Company-operated restaurant managers and crew, as well as the costs of benefits and training, and which tend to increase as we increase sales;

• occupancy and other operating expenses, which represent all other direct costs of our Company-operated restaurants, including advertising and promotional expenses, the costs of outside rent, which are generally tied to sales and therefore increase as we increase our sales, outside services, such as delivery fee, security and cash collection, building and leasehold improvement depreciation, depreciation on equipment, amortization of intangible assets, repairs and maintenance, insurance, restaurant operating supplies and utilities; and

• royalties, which we pay to McDonald’s pursuant to the MFAs, which are determined as a percentage of gross sales.

Franchised restaurant occupancy expenses include, mainly, as applicable, the costs of depreciating and maintaining the land and buildings upon which franchised restaurants are situated or the cost of leasing that property. A significant portion of our leases establish that rent payments are based on the greater of a flat fee or a specified percentage of the restaurant’s sales.

We promote the McDonald’s brand and our products by advertising in all of the Territories. The MFAs require us to spend at least 5% of our gross sales on advertisement and promotion activities, unless otherwise agreed with McDonald’s. These activities are guided by our overall marketing plan, which identifies the key strategic platforms that we leverage to drive sales. Our sub‑franchisees are generally required to pay us a certain percentage of their gross sales to cover advertising expenditures related to their restaurants. In Mexico, both we and our sub-franchisees contribute funds to a cooperative that is responsible for advertisement and promotion activities. We account for these payments as a deduction to our advertising expenses. As a result, our advertising expenses only reflect the expenditures related to Company-operated restaurants. Advertising expenses are recorded within the “Occupancy and other operating expenses” line item in our consolidated statement of income.

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General and administrative expenses include the cost of overhead, including salaries and facilities, travel expenses, depreciation of office equipment, buildings and vehicles, amortization of intangible assets, occupancy costs, professional services, the cost of field management for Company-operated and franchised restaurants, and severance payments, among others.

Other operating income, net, includes gains and losses on asset acquisitions and dispositions, gains related to sales and exchange of restaurant businesses, write-offs of long-lived assets, insurance recovery, impairment charges, rental income and depreciation expenses of excess properties, accrual for contingencies, write-offs of inventory, recovery of taxes, results from equity method investments and other miscellaneous items.

Other Line Items

Net interest expense and other financing results primarily includes interest expense on our short-term and long-term debt, interest income and other financing results.

(Loss) gain from derivative instruments relates to the results of derivatives that are not designated for hedge accounting.

Foreign currency exchange results relates to the impact of remeasuring monetary assets and liabilities denominated in currencies other than our functional currencies. See “—Foreign Currency Translation.”

Other non-operating expenses, net, primarily includes certain results related to tax credits, asset taxes that we are required to pay in certain countries, and other non-operating charges.

Income tax expense, net includes both current and deferred income taxes. Current income taxes represent the amount accrued during the period to be paid to the tax authorities while deferred income taxes represent the earnings impact of the change in deferred tax assets and liabilities that are recognized in our balance sheet for future income tax consequences.

Net income attributable to non-controlling interests relates to the participation of non-controlling interests in the net income of certain subsidiaries that collectively owned 19 restaurants as of December 31, 2025 (16 restaurants as of December 31, 2024).

Impact of Inflation and Changing Prices

Some of the countries in which we operate have experienced, or are currently experiencing, high rates of inflation. In general, we believe that, over time, we have demonstrated the ability to manage inflationary environments effectively. During 2025 and 2024, our revenues were favorably impacted by our pricing strategy in many of these inflationary environments, as we were able to keep average check growth roughly in-line with inflation in each period.

Key Business Measures

We track our results of operations and manage our business by using three key business measures: comparable sales growth, average restaurant sales, and sales growth in constant currency.

In analyzing business trends, management considers a variety of performance and financial measures which are considered to be non-GAAP including: comparable sales growth, average restaurant sales, constant currency measures, Adjusted EBITDA, and systemwide data.

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Comparable Sales and comparable sales growth

Comparable sales is a key performance indicator used within the retail industry and is indicative of the success of our initiatives as well as local economic, competitive and consumer trends. Comparable sales are driven by changes in traffic and average check, which is affected by changes in pricing and product mix. Increases or decreases in comparable sales represent the percent change in sales from the prior year for all restaurants in operation for at least 13 months, including those temporarily closed. Some of the reasons restaurants may close temporarily include reimaging or remodeling, rebuilding, road construction, natural disasters and/or other circumstances such as pandemics. With respect to restaurants where there are changes in ownership, all previous months’ sales are reclassified according to the new ownership category when reporting comparable sales. As a result, there will be discrepancies between the sales figures used to calculate comparable sales and our results of operations. We report on a calendar basis, and therefore the comparability of the same month, quarter and year with the corresponding period for the prior year is impacted by the mix of days. The number of weekdays, weekend days and timing of holidays in a period can impact comparable sales positively or negatively. We refer to these impacts as calendar shift/trading day adjustments. These impacts vary geographically due to consumer spending patterns and have the greatest effect on monthly comparable sales while annual impacts are typically minimal.

We calculate and analyze comparable sales and average check in our divisions and systemwide on a constant currency basis, which means that sales in local currencies, including the Argentine peso and Venezuelan bolívar, are converted to U.S. dollars using the same exchange rate in the applicable division or systemwide, as applicable, over the periods under comparison to remove the effects of currency fluctuations from the analysis. We believe these constant currency measures, which are considered to be non-GAAP measures, provide a more meaningful analysis of our business by identifying the underlying business trend without distortion from the effect of foreign currency fluctuations.

Company-operated comparable sales growth refers to comparable sales growth for Company-operated restaurants and franchised comparable sales growth refers to comparable sales growth for franchised restaurants. We believe comparable sales growth is a key indicator of our performance, as influenced by our strategic initiatives and those of our competitors.

Average Restaurant Sales

Average restaurant sales, or “ARS,” is an important measure of the financial performance of our systemwide restaurants and changes in the overall direction and trends of sales. ARS is calculated by dividing the sales for the relevant period by the arithmetic mean of the number of restaurants at the beginning and end of such period. ARS is influenced mostly by comparable sales performance and restaurant openings and closures. As ARS is provided in nominal terms, it is affected by movements in foreign currency exchange rates.

Sales Growth and sales growth in constant currency

Sales growth refers to the change in sales by all restaurants, whether operated by us or by sub‑franchisees, from one period to another. We present sales growth both in nominal terms and on a constant currency basis, which means the latter is calculated by converting sales in local currencies, including the Argentine peso and Venezuelan bolívar, to U.S. dollar using the same exchange rate over the periods under comparison to remove the effects of currency fluctuations from the analysis.

Adjusted EBITDA

We use Adjusted EBITDA to facilitate operating performance comparisons from period to period. Adjusted EBITDA is defined as our operating income (loss) plus depreciation and amortization plus/minus the following losses/gains included within other operating income (expenses), net, and within general and administrative expenses in our statement of income: gains from sales, insurance recovery and contribution in equity method investments of property and equipment; write-offs of long-lived assets; impairment of long-lived assets and goodwill; and reorganization and optimization plan expenses. See “Item 3. Key Information—A. Selected Financial Data.”

We believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures (affecting net interest expense and other financing results), taxation (affecting income tax expense, net) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. In addition, we exclude gains from sales, insurance recovery and contribution in equity method investments of property and equipment not related to our core business; write-offs of long-lived assets, impairment of long-lived assets and goodwill that do not result in cash payments, and reorganization and optimization plan expenses. While a GAAP measure for purposes of

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our segment reporting, Adjusted EBITDA is a non-GAAP measure for reporting our total Company performance. Our management believes, however, that disclosure of Adjusted EBITDA provides useful information to investors, financial analysts and the public in their evaluation of our operating performance.

Systemwide data

Systemwide data represents measures for both Company-operated and franchised restaurants. While sales by sub‑franchisees are not recorded as revenues by us, management believes the information is important in understanding our financial performance because these sales are the basis on which we calculate and record franchised restaurant revenues and are indicative of the financial health of our sub-franchisee base. Systemwide results are driven primarily by our Company-operated restaurants, as 71.4% of our systemwide restaurants are Company-operated as of December 31, 2025.

Foreign Currency Translation

The financial statements of our foreign operating subsidiaries are translated in accordance with guidance in ASC 830, Foreign Currency Matters. Except for our Venezuelan and Argentine operations, the functional currencies of our foreign operating subsidiaries are the local currencies of the countries in which we conduct our operations. Therefore, the assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rates as of the balance sheet date, and revenues and expenses are translated at the average exchange rates prevailing during the period. Translation adjustments are included in the “Accumulated other comprehensive loss” component of shareholders’ equity. We record foreign currency exchange results related to monetary assets and liabilities transactions, including intercompany transactions, denominated in currencies other than our functional currencies in our consolidated statement of income.

Under U.S. GAAP, an economy is considered to be highly inflationary when its three-year cumulative rate of inflation meets or exceeds 100%. Since January 1, 2010 and July 1, 2018, respectively, Venezuela and Argentina were considered to be highly inflationary, and as such, the financial statements of each of these subsidiaries are remeasured as if its functional currency was the reporting currency of the relevant subsidiary’s immediate parent company (U.S. dollars). As a result, remeasurement gains and losses are recognized in earnings rather than in the cumulative translation adjustment component of “Accumulated other comprehensive loss” within shareholders’ equity. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls” for information regarding exchange rates for the Argentine currency.

Critical Accounting Estimates

This management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses as well as related disclosures. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under varying assumptions or conditions.

We consider an accounting estimate to be critical if:

•the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and

•the impact of the estimates and assumptions on our financial condition or operating performance is material.

We believe that of our significant accounting policies, the following encompass a higher degree of judgment and/or complexity.

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Depreciation of Property and Equipment

Accounting for property and equipment involves the use of estimates for determining the useful lives of the assets over which they are to be depreciated. We believe that the estimates we make to determine an asset’s useful life are critical accounting estimates because they require our management to make estimates about technological evolution and competitive uses of assets. We depreciate property and equipment on a straight-line basis over their useful lives based on management’s estimates of the period over which these assets will generate revenue (not to exceed the lease term plus renewal options for leased property). The useful lives are estimated based on historical experience with similar assets, taking into account anticipated technological or other changes. We periodically review these lives relative to physical factors, economic considerations and industry trends. If there are changes in the planned use of property and equipment, or if technological changes occur more rapidly than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense or write-offs in future periods. No significant changes to useful lives have been recorded in the past. A significant change in the facts and circumstances that we relied upon in making our estimates may have a material impact on our operating results and financial condition.

Impairment of Long-Lived Assets and Goodwill

We review long-lived assets (including property and equipment, intangible assets with definite useful lives and lease right of use assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We review goodwill for impairment annually, primarily during the fourth quarter, or when an impairment indicator exists. In assessing the recoverability of our long-lived assets and goodwill, we consider changes in economic conditions and make assumptions regarding, among other factors, estimated future cash flows by market and by restaurant, discount rates by country and the fair value of the assets. Estimates of future cash flows are highly subjective judgments based on our experience and knowledge of our operations. These estimates can be significantly impacted by many factors, including changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends.

See Note 3 to our consolidated financial statements for a detail of markets for which we performed impairment tests of our long-lived assets and goodwill, as well as impairment charges recorded.

If our estimates or underlying assumptions change in the future, we may be required to record additional impairment charges.

Accounting for Taxes

We record a valuation allowance to reduce the carrying value of deferred tax assets if it is more likely than not that some portion or all of our deferred assets will not be realized. Our valuation allowance as of December 31, 2025, 2024, and 2023 amounted to $235.8 million, $204.9 million and $218.7 million, respectively. We have considered future taxable income and ongoing prudent and feasible tax strategies in assessing the need for the valuation allowance. This assessment is carried out on the basis of internal projections, which are updated to reflect our most recent operating trends, such as the expiration date for tax loss carryforwards. Because of the imprecision inherent in any forward-looking data, the further into the future our estimates project, the less objectively verifiable they become. Therefore, we apply judgment to define the period of time to include projected future income to support the future realization of the tax benefit of an existing deductible temporary difference or carryforward and whether there is sufficient evidence to support the projections at a more-likely-than-not level for this period of time. Determining whether a valuation allowance for deferred tax assets is necessary often requires an extensive analysis of positive (e.g., a history of accurately projecting income) and negative evidence (e.g., historic operating losses) regarding realization of the deferred tax assets and inherent in that, an assessment of the likelihood of sufficient future taxable income. In 2025, we recognized net loss amounting to $13.2 million as compared to net loss amounting to $22.4 million in 2024 and net loss of $22.6 million in 2023. If these estimates and assumptions change in the future, we may be required to adjust the valuation allowance. This could result in a charge to, or an increase in, income in the period this determination is made.

In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The Company assesses the likelihood of any adverse judgments or outcomes on its tax positions, including income tax and other taxes, based on the technical merits of a tax position derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position.

It is reasonably possible that, as a result of audit progression within the next 12 months, there may be new information that causes the Company to reassess its tax positions because the outcome of tax audits cannot be predicted with certainty.

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While the Company cannot estimate the impact that new information may have on its unrecognized tax benefit balance, it believes that the liabilities recorded are appropriate and adequate as determined under ASC 740 and ASC 450.

See Notes 3 and 17 to our consolidated financial statements.

Provision for Contingencies

We have certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor, tax and other matters. Accounting for contingencies involves the use of estimates for determining the probability of each contingency and the estimated amount to settle the obligation, including related costs. We accrue liabilities when it is probable that future costs will be incurred and the costs can be reasonably estimated. These accruals are based on all the information available at the issuance date of the consolidated financial statements, including our estimates of the outcomes of these matters and our lawyers’ experience in contesting, litigating and settling similar matters. If we are unable to reliably measure the obligation, no provision is recorded and information is then presented in the notes to our consolidated financial statements. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs. Because of the inherent uncertainties in this estimation, actual expenditures may be different from the originally estimated amount recognized. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” for a description of significant claims, lawsuits and other proceedings.

See Notes 19 and 26 to our consolidated financial statements.

Results of Operations

We have based the following discussion on our consolidated financial statements. You should read it along with these financial statements, and it is qualified in its entirety by reference to them.

In a number of places in this annual report, in order to analyze changes in our business from period to period, we present our results of operations and financial condition on a constant currency basis, which is considered to be a non-GAAP measure. Constant currency results isolate the effects of foreign exchange rates on our results of operations and financial condition. In particular, we have isolated the effects of appreciation and depreciation of local currencies in the Territories against the U.S. dollar because we believe that doing so is useful in understanding the development of our business. For these purposes, we eliminate the effect of movements in the exchange rates by converting the balances in local currency for both periods being compared from their local currencies to the U.S. dollar using the same exchange rate.

Key Business Measures

The following tables present sales, sales growth, sales growth on a constant currency basis, comparable sales growth and average restaurant sales increases:

	Systemwide Sales			Sales growth				Sales growth in constant currency				Comparable sales growth
	For the Years Ended December 31,			For the Years Ended December 31,				For the Years Ended December 31,				For the Years Ended December 31,
	2025	2024	2023	2025(1)		2024(3)		2025(1)		2024(3)		2025(2)			2024(4)
	(in thousands of U.S. dollars, except percentages)
Company-operated restaurants	4,465,177	4,266,748	4,137,675	4.7	%	3.1	%	15.6	%	40.4	%		12.4	%		35.9	%
Franchised<br><br>restaurants(5)	1,608,932	1,534,410	1,477,990	4.9	%	3.8	%	17.8	%	28.0	%		14.8	%		24.2	%
Total restaurants	6,074,109	5,801,158	5,615,665	4.7	%	3.3	%	16.2		37.1	%		13.0	%		32.8	%

(1) In nominal terms, sales increased during 2025 due to comparable sales growth of 13.0%, as a result of the increase in average check in Brazil and SLAD, together with higher traffic in SLAD and NOLAD. This was partially offset by the negative impact of the depreciation of currencies, mainly in Venezuela, Argentina, Brazil and Mexico. We had 1,800 Company-operated restaurants and 720 franchised restaurants as of December 31, 2025, compared to 1,725 Company-operated restaurants and 703 franchised restaurants as of December 31, 2024.

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(2) Our comparable sales increase on a systemwide basis in 2025 was driven by the increase in average check in Brazil and SLAD, together with higher traffic in SLAD and NOLAD. This was partially offset by lower traffic in Brazil and a decrease in average check in NOLAD.

(3) In nominal terms, sales increased during 2024 due to comparable sales growth of 32.8%, as a result of higher traffic in NOLAD and Brazil, together with the increase in average check in all divisions. This was partially offset by lower traffic in SLAD and the negative impact of the depreciation of currencies, mainly in Argentina, Brazil, Chile, Venezuela, and Mexico. We had 1,725 Company-operated restaurants and 703 franchised restaurants as of December 31, 2024, compared to 1,678 Company-operated restaurants and 683 franchised restaurants as of December 31, 2023.

(4) Our comparable sales increase on a systemwide basis in 2024 was driven by the increase in traffic in most of our markets, together with the increase of average check in all divisions.

(5) Franchised restaurant sales correspond to sales generated by franchised restaurants, which we do not collect. Revenues from franchised restaurants primarily consist of rental income.

By division

	Systemwide Sales						Sales growth				Sales growth in constant currency				Comparable sales growth
	For the Years Ended December 31,						For the Years Ended December 31,				For the Years Ended December 31,				For the Years Ended December 31,
	2025		2024		2023		2025		2024		2025		2024		2025		2024
	(in thousands of U.S. dollars, except percentages)
Company-operated restaurants:
Brazil	$	1,632,177	$	1,635,954	$	1,574,792	(0.2)	%	3.9	%	3.3	%	12.4	%	(0.5)	%	6.8	%
NOLAD	1,230,695			1,187,689		1,097,980	3.6	%	8.2	%	4.5	%	8.5	%	0.7	%	5.4	%
SLAD	1,602,305			1,443,105		1,464,903	11.0	%	(1.5)	%	38.9	%	94.3	%	37.2	%	90.8	%
Total Sales by Company-operated restaurants	4,465,177		4,266,748		4,137,675		4.7	%	3.1	%	15.6	%	40.4	%	12.4	%	35.9	%
Franchised-restaurants:(3)
Brazil	1,056,132			1,017,972		979,973	3.7	%	3.9	%	7.4	%	12.4	%	4.6	%	9.5	%
NOLAD	271,958			284,823		265,453	(4.5)	%	7.3	%	(0.7)	%	10.0	%	3.7	%	11.2	%
SLAD	280,842			231,615		232,564	21.3	%	(0.4)	%	86.0	%	114.7	%	68.6	%	96.2	%
Total sales by Franchised restaurants	1,608,932		1,534,410		1,477,990		4.9	%	3.8	%	17.8	%	28.0	%	14.8	%	24.2	%
Total restaurants:
Brazil	2,688,309			2,653,926		2,554,765	1.3	%	3.9	%	4.9	%	12.4	%	1.5	%	7.9	%
NOLAD	1,502,653			1,472,512		1,363,433	2.0	%	8.0	%	3.2	%	8.8	%	1.3	%	6.5	%
SLAD	1,883,147			1,674,720		1,697,467	12.4	%	(1.3)	%	45.4	%	97.1	%	41.9	%	91.6	%
Total sales by restaurants	6,074,109		5,801,158		5,615,665		4.7	%	3.3	%	16.2	%	37.1	%	13.0	%	32.8	%
	Systemwide Sales						Number of restaurants			Average restaurant sales
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the Years Ended December 31,						For the Years Ended December 31,			For the Years<br><br>Ended December 31,
	2025		2024		2023		2025	2024	2023	2025(1)		2024(2)
	(in thousands of U.S. dollars, except for number of restaurants)
Company-operated restaurants	$	4,465,177	$	4,266,748	$	4,137,675	1,800	1,725	1,678	$	2,481	$	2,473
Franchised restaurants(3)		1,608,932		1,534,410		1,477,990	720	703	683		2,235		2,183
Total restaurants		6,074,109		5,801,158		5,615,665	2,520	2,428	2,361		2,410		2,389

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(1) Our ARS increased in 2025 due to the increase in average check in Brazil and SLAD, together with higher traffic in SLAD and NOLAD. This was partially offset by lower traffic in Brazil, a decrease in average check in NOLAD and the negative impact of the depreciation of currencies, mainly in Venezuela, Argentina, Mexico, Brazil, and Uruguay.

(2) Our ARS increased in 2024 due to higher traffic mainly in NOLAD and Brazil, together with an increase in average check across all divisions. This was partially offset by lower traffic in SLAD and the negative impact of depreciation of currencies, mainly in Argentina, Brazil, Chile, Venezuela, and Mexico.

(3) Franchised restaurant sales correspond to sales generated by franchised restaurants, which we do not collect. Revenues from franchised restaurants primarily derive from rental income.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Set forth below are our results of operations for the years ended December 31, 2025 and 2024.

	For the Years Ended December 31,				%<br><br>Change
	2025		2024
	(in thousands of U.S. dollars)
Sales by Company-operated restaurants	$	4,465,177	$	4,266,748	4.7	%
Revenues from franchised restaurants		213,082		203,414	4.8	%
Total revenues		4,678,259		4,470,162	4.7	%
Company-operated restaurant expenses:
Food and paper		(1,606,076)		(1,498,853)	7.2	%
Payroll and employee benefits		(835,109)		(797,620)	4.7	%
Occupancy and other operating expenses		(1,300,420)		(1,238,220)	5.0	%
Royalty fees		(273,018)		(265,382)	2.9	%
Franchised restaurants – occupancy expenses		(89,518)		(83,665)	7.0	%
General and administrative expenses		(312,750)		(279,859)	11.8	%
Other operating income, net		103,025		17,952	473.9	%
Total operating costs and expenses		(4,313,866)		(4,145,647)	4.1	%
Operating income		364,393		324,515	12.3	%
Net interest expense and other financing results		(13,660)		(47,238)	(71.1)	%
(Loss) gain from derivative instruments		(3,078)		941	(427.1)	%
Foreign currency exchange results		(4,859)		(15,063)	(67.7)	%
Other non-operating expenses, net		(1,484)		(3,873)	(61.7)	%
Income before income taxes		341,312		259,282	31.6	%
Income tax expense, net		(128,728)		(109,903)	17.1	%
Net income		212,584		149,379	42.3	%
Less: Net income attributable to non-controlling interests		(468)		(620)	(24.5)	%
Net income attributable to Arcos Dorados Holdings Inc.	$	212,116	$	148,759	42.6	%

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Set forth below is a summary of changes to our systemwide, Company-operated and franchised restaurant portfolios in 2025 and 2024.

Systemwide Restaurants	For the Years Ended<br><br>December 31,
	2025	2024
Systemwide restaurants at beginning of period	2,428	2,361
Restaurant openings	102	85
Acquisition of restaurants (1)	3	—
Restaurant closings	(13)	(18)
Systemwide restaurants at end of period	2,520	2,428
Company-Operated Restaurants	For the Years Ended<br><br>December 31,
---	---	---
	2025	2024
Company-operated restaurants at beginning of period	1,725	1,678
Restaurant openings	73	62
Acquisition of restaurants (1)	3	—
Restaurant closings	(9)	(17)
Net conversions of franchised restaurants to Company-operated restaurants	8	2
Company-operated restaurants at end of period	1,800	1,725

(1) Related to St. Martin.

Franchised Restaurants	For the Years Ended<br><br>December 31,
	2025	2024
Franchised restaurants at beginning of period	703	683
Restaurant openings	29	23
Restaurant closings	(4)	(1)
Net conversions of franchised restaurants to Company-operated restaurants	(8)	(2)
Franchised restaurants at end of period	720	703

Revenues

	For the Years Ended<br><br>December 31,				% Change
	2025		2024
	(in thousands of U.S. dollars)
Sales by Company-operated restaurants
Brazil	$	1,632,177	$	1,635,954	(0.2)	%
NOLAD		1,230,695		1,187,689	3.6	%
SLAD		1,602,305		1,443,105	11.0	%
Total		4,465,177		4,266,748	4.7	%
Revenues from franchised restaurants
Brazil		138,124		132,357	4.4	%
NOLAD		35,434		38,062	(6.9)	%
SLAD		39,524		32,995	19.8	%
Total		213,082		203,414	4.8	%
Total revenues
Brazil		1,770,301		1,768,311	0.1	%
NOLAD		1,266,129		1,225,751	3.3	%
SLAD		1,641,829		1,476,100	11.2	%
Total		4,678,259		4,470,162	4.7	%

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Sales by Company-operated Restaurants

Total sales by Company-operated restaurants increased by $198.4 million, or 4.7%, from $4,266.7 million in 2024 to $4,465.2 million in 2025. This growth was mainly driven by the increase in average check of 13.6% partially offset by the decrease in traffic in the Territories of 1.1%, which led to an increase in comparable sales by Company-operated restaurants of 12.4%, equivalent to $527.8 million. In addition, the opening of 135 Company-operated restaurants, the closure of 26 Company-operated restaurants, the net conversion of 10 franchised restaurants into Company-operated restaurants since January 1, 2024 and the acquisition of three restaurants, contributed $143.1 million to sales. This was partially offset by the depreciation of currencies, based on average foreign exchange rates during 2025 and 2024 against the U.S. dollar, which resulted in a $469.3 million sales decline, mainly in Argentina, Venezuela, Brazil and Mexico.

In Brazil, sales by Company-operated restaurants decreased by $3.8 million, or 0.2%, to $1,632.2 million in 2025. This was primarily due to the depreciation of the Brazilian real against the U.S. dollar, based on average foreign exchange rates during 2025 and 2024, that resulted in a sales decrease of $57.5 million, together with a decrease in comparable sales of 0.5%, as a result of lower traffic of 6.8%, while average check grew by 6.8%, which resulted in a sales decrease of $7.9 million. This was partially offset by 69 net restaurants openings coupled with the conversion of 4 franchised restaurants into Company-operated restaurants since January 1, 2024, which resulted in a $62.9 million increase in sales.

In NOLAD, sales by Company-operated restaurants increased by $43.0 million, or 3.6%, to $1,230.7 million in 2025. This was primarily due to the opening of 22 Company-operated restaurants, the conversion of 12 franchised restaurants into Company-operated restaurants, the closing of 9 Company-operated restaurants since January 1, 2024 and the acquisition of three restaurants, which had a positive impact of $43.9 million in sales, together with an increase in comparable sales growth of 0.7%, as a result of higher traffic of 2.2%, while average check decreased by 1.5%, which resulted in a sales increase of $8.9 million. This was partially offset by the depreciation of local currencies, based on average foreign exchange rates during 2025 and 2024, explained by Mexico, which had a $10.0 million negative impact on sales.

In SLAD, sales by Company-operated restaurants increased by $159.2 million, or 11.0%, to $1,602.3 million in 2025. This was primarily driven by an increase in comparable sales of 37.2%, mainly driven by the increase in average check of 31.6%, primarily due to the inflationary context in Argentina and Venezuela, and an increase in traffic of 4.3%, which resulted in a sales increase of $526.8 million. In addition, the opening of 36 Company-operated restaurants and the closure of 9 Company-operated restaurants, coupled with the conversion of 6 Company-operated restaurants into franchised restaurants, since January 1, 2024, contributed $36.3 million to sales. This was partially offset by the depreciation of currencies against the U.S. dollar, based on average foreign exchange rates during 2025 and 2024, in particular the Argentinian peso and the Venezuelan Bolivar, which caused sales to decrease by $401.8 million.

Revenues from Franchised Restaurants

Our total revenues from franchised restaurants increased by $9.7 million, or 4.8%, from $203.4 million in 2024 to $213.1 million in 2025. Higher revenues are mainly driven by an increase in comparable sales, which caused revenues to grow by $27.4 million. In addition, the net opening of 47 franchised restaurants, partially offset by the net conversion of 10 franchised restaurant into Company-operated restaurants, since January 1, 2024, increased revenues by $6.9 million. This was partially offset by a lower rental income as a percentage of sales from franchised restaurants that reduced revenues from franchised restaurants in $0.4 million as well as the depreciation of currencies against the U.S. dollar, based on average foreign exchange rates during 2025 and 2024, which caused revenues to decrease by $24.2 million.

In Brazil, revenues from franchised restaurants increased by $5.8 million, or 4.4%, to $138.1 million in 2025, which was mainly driven by higher comparable sales of 4.6%, which increased revenues by $6.1 million. Additionally, the net opening of 31 franchised restaurants, partially offset by the conversion of 4 franchised restaurants into Company-operated restaurants, since January 1, 2024, caused revenues from franchised restaurants to increase by $3.8 million. The increase in rental income as a percentage of sales contributed $0.8 million to revenues, while the depreciation of the real against the U.S. dollar, based on average foreign exchange rates during 2025 and 2024 decreased revenues by $4.9 million.

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In NOLAD, revenues from franchised restaurants decreased by $2.6 million, or 6.9%, to $35.4 million in 2025. This decrease was driven by the conversion of 12 franchised restaurants into Company-operated restaurants, coupled with closure of 1 franchised restaurants partially offset by the opening of 7 franchised restaurant since January 1, 2024, which caused revenues to decrease by $1.5 million. This was coupled with the depreciation of local currencies, based on average foreign exchange rates during 2025 and 2024, which had a negative impact of $1.4 million, and a decrease in rental income as a percentage of sales that decreased revenues by $1.0 million. This was partially offset by higher comparable sales of 3.7%, which resulted in a $1.2 million increase in revenues.

In SLAD, revenues from franchised restaurants increased by $6.5 million, or 19.8%, to $39.5 million in 2025. This increase was driven by higher comparable sales of 68.6%, highly driven by hyperinflation in Argentina and Venezuela, which resulted in a $20.1 million increase in revenues. This was coupled with the opening of 11 franchised restaurants and the conversion of 6 Company-operated restaurants into franchised restaurants, partially offset by 1 closure since January 1, 2024, which increased revenues by $4.6 million. This was partially offset by the depreciation of currencies against the U.S. dollar in the division, based on average foreign exchange rates during 2025 and 2024, which caused a decrease in revenues of $17.9 million, together with a lower rental income as a percentage of sales, reducing revenues by $0.2 million.

Operating Costs and Expenses

Food and Paper

Our total food and paper costs increased by $107.2 million, or 7.2%, to $1,606.1 million in 2025, as compared to 2024. As a percentage of our total sales by Company-operated restaurants, food and paper costs increased 0.8 percentage points to 36.0%. This increase is explained by higher cost increases as compared to price increases in several markets, which was partially offset by better waste management.

In Brazil, food and paper costs increased by $30.5 million, or 5.4%, to $595.5 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 2.0 percentage points to 36.5%, primarily as a result of higher cost increases as compared to price increase, which was partially offset by a favorable product mix.

In NOLAD, food and paper costs increased by $17.3 million, or 4.1%, to $438.8 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 0.2 percentage points to 35.7%, mainly explained by higher cost increase as compared to price increase in Mexico and a less favorable product mix in Costa Rica and Puerto Rico, partially offset by higher price increases as compared to costs in Panama, Costa Rica and Puerto Rico.

In SLAD, food and paper costs increased by $59.4 million, or 11.6%, to $571.8 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 0.2 percentage points to 35.7%, mainly explained by worse product mix, mainly in Argentina, partially offset by better waste management.

Payroll and Employee Benefits

Our total payroll and employee benefits costs increased by $37.5 million, or 4.7%, to $835.1 million in 2025, as compared to 2024. As a percentage of our total sales by Company-operated restaurants, payroll and employee benefits costs remained in line with 2024 at 18.7%.

In Brazil, payroll and employee benefits costs increased by $17.2 million, or 6.3%, to $290.2 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs increased by 1.1 percentage points to 17.8%, mainly as a result of a recovery related to social security contributions in 2024 compared with no such recovery in 2025, which was partially offset by efficiencies in crew and management payroll.

In NOLAD, payroll and employee benefits costs increased by $3.1 million, or 1.2%, to $252.8 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs decreased by 0.5 percentage points to 20.5%, mainly due to higher crew productivity which was partially offset by the growth of crew hour costs above average check growth in several markets of the division.

In SLAD, payroll and employee benefits costs increased by $17.2 million, or 6.3%, to $292.1 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits decreased by 0.8 percentage points to 18.2% due to higher crew productivity coupled with management payroll efficiencies.

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Occupancy and Other Operating Expenses

Our total occupancy and other operating expenses increased by $62.2 million, or 5.0%, to $1,300.4 million in 2025, as compared to 2024. As a percentage of our total sales by Company-operated restaurants, occupancy and other operating expenses increased 0.1 percentage points to 29.1%, driven by higher depreciation costs and outside rent, partially offset by lower delivery costs and operating supplies costs.

In Brazil, occupancy and other operating expenses increased by $1.4 million, or 0.3%, to $464.5 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.2 percentage points to 28.5%, mainly due to higher outside rent and higher depreciation costs partially offset by lower delivery costs.

In NOLAD, occupancy and other operating expenses increased by $18.5 million, or 5.4%, to $360.4 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.5 percentage points to 29.3% due to higher depreciation costs and outside rent partially offset by lower delivery costs.

In SLAD, occupancy and other operating expenses increased by $41.9 million, or 9.7%, to $475.1 million in 2025. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses decreased by 0.4 percentage points to 29.6%, due to lower operating supplies, utilities and collection costs.

Royalty Fees

Our total royalty fees increased by $7.6 million, or 2.9%, to $273.0 million in 2025, as compared to 2024. As a percentage of sales by Company-operated restaurants, royalty fees decreased by 0.1 percentage points to 6.1% mainly due to royalty fee percentage change due to the renewal of the MFA in 2025, partially offset by the absence of growth support funding provided by McDonald’s to Arcos Dorados.

In Brazil, royalty fees increased by $22.1 million, or 25.3%, to $109.7 million in 2025. As a percentage of sales by Company-operated restaurants, royalty fees increased by 1.4 percentage points to 6.7% mainly due to the absence of growth support funding provided by McDonald’s to Arcos Dorados, partially offset by royalty fee percentage change due to the renewal of the MFA in 2025.

In NOLAD, royalty fees decreased by $9.6 million, or 11.6%, to $72.6 million in 2025, as compared to 2024. As a percentage of sales by Company-operated restaurants, royalty fees decreased by 1.0 percentage points, closing 2025 at 5.9%, driven by royalty fee percentage change due to the renewal of the MFA in 2025.

In SLAD, royalty fees decreased by $4.9 million, or 5.1%, to $90.7 million in 2025 as compared to 2024. As a percentage of sales by Company-operated restaurants, royalty fees decreased by 1.0 percentage points, closing 2025 at 5.7%, driven by royalty fee percentage change due to the renewal of the MFA in 2025.

Franchised Restaurants—Occupancy Expenses

Occupancy expenses from franchised restaurants increased by $5.9 million or 7.0%, to $89.5 million in 2025, as compared to 2024, mainly due to higher rent expenses for leased properties, as a consequence of higher comparable sales from franchised restaurants. This was partially offset by depreciation of currencies, especially in Venezuela, Brazil, Argentina and Mexico, against the U.S. dollar.

In Brazil, occupancy expenses from franchised restaurants increased by $3.4 million, or 5.6%, to $63.6 million in 2025, as compared to 2024. This increase in occupancy expenses from franchised restaurants was primarily due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, higher taxes and a higher bad debt reserve, partially offset by the depreciation of the Brazilian real against the U.S. dollar.

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In NOLAD, occupancy expenses from franchised restaurants decreased by $0.3 million, or 2.5%, to $12.7 million in 2025, as compared to 2024, mainly due to the depreciation of the Mexican peso against the U.S. dollar coupled with lower rent expenses for leased properties, as a consequence of the net conversions of franchised restaurants to Company-operated restaurants, partially offset by the increase in comparable sales from franchised restaurants.

In SLAD, occupancy expenses from franchised restaurants increased by $2.8 million, or 26.6%, to $13.2 million in 2025, as compared to 2024, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants. This was partially offset by the depreciation of the Argentinean peso, Venezuelan bolívar and the Chilean peso against the U.S. dollar.

Set forth below are the margins for our franchised restaurants in 2025 as compared to 2024. The margin for our franchised restaurants is expressed as a percentage and is equal to the difference between revenues from franchised restaurants and occupancy expenses from franchised restaurants, divided by revenues from franchised restaurants.

	For the Years Ended<br><br>December 31,
	2025		2024
Brazil	54.0	%	54.5	%
NOLAD	64.1	%	65.8	%
SLAD	66.5	%	68.3	%
Total	58.0	%	58.9	%

General and Administrative Expenses

General and administrative expenses increased by $32.9 million, or 11.8%, from $279.9 million in 2024 to $312.8 million in 2025. The increase was primarily explained by higher payroll expenses, severance expenses, and bonuses and other variable compensation. In addition, higher outside services and occupancy expenses together with higher travel expenses and other expenses. This was partially offset by the depreciation of various currencies against the U.S. dollar, including the Venezuelan bolivar, the Argentine peso and the Brazilian real.

In Brazil, general and administrative expenses increased by $11.4 million, or 16.8%, from $67.6 million in 2024 to $79.0 million in 2025. The increase resulted mainly from higher payroll expenses of $5.8 million and severance expenses of $2.6 million, higher occupancy expenses of $3.0 million, an increase in bonuses and other variable compensation of $1.5 million, an increase in outside services of $0.9 million and higher travel expenses of $0.5 million. This was partially offset by the depreciation of the Brazilian real against the U.S. dollar, which contributed in a reduction of general and administrative expenses by $2.4 million, together with a decrease in other expenses of $0.5 million.

In NOLAD, general and administrative expenses increased by $9.2 million, or 17.8%, from $51.8 million in 2024 to $61.1 million in 2025. This increase was driven by higher bonuses and other variable compensations expenses of $2.8 million, higher payroll expenses of $2.4 million and higher occupancy expenses of $1.7 million. Moreover, the division recorded severance expenses amounting to $1.6 million, higher outside services of $1.3 million and to a lesser extent, an increase in travel expenses of $0.5 million. This was partially offset by the depreciation of currencies, particularly the Mexican peso, with a total impact of $0.8 million and lower other expenses of $0.3 million.

In SLAD, general and administrative expenses increased by $7.3 million, or 11.9%, from $60.9 million in 2024 to $68.1 million in 2025. This increase was mainly explained by higher payroll expenses amounting to $21.0 million, primarily in Venezuela and Argentina due to their inflationary environment, together with higher outside services amounting to $5.4 million, and higher occupancy expenses amounting to $3.7 million. In addition, severance expenses drove an increase in general and administrative expenses amounting to $3.1 million, along with higher bonuses and other variable compensation expenses of $2.1, and an increase in other expenses and travel of $1.2 million and $1.0 million, respectively. These effects were partially offset by the depreciation of various currencies against the U.S. dollar, mainly the Venezuelan bolivar and the Argentine peso, which resulted in a reduction of general and administrative expenses of $30.4 million.

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General and administrative expenses for Corporate and others increased by $5.0 million, or 5.0%, from $99.5 million in 2024 to $104.5 million in 2025. This increase was mainly driven by higher payroll expenses of $15.8 million, together with severance expenses amounting to $2.7 million, higher bonuses and other variable compensations of $2.1 million, an increase in other expenses and outside services of $1.7 million and, to a lesser degree, higher travel expenses of $0.2 million. This was partially offset by the depreciation of key currencies within the division, such as the Argentine peso and the Brazilian real, which, combined with other minor fluctuations, resulted in a reduction in expenses of $15.5 million, and a decrease in occupancy expenses of $1.9 million.

Other Operating Income, net

Other operating income, net increased by $85.1 million, to a gain of $103.0 million in 2025. This increase was primarily attributable to the positive impact of a recovery related to a net tax credit in Brazil for $109.6 million partially offset by an increase in write-offs of long-lived assets for $3.9 million, and by the absence in 2025 of a $5.6 million positive effect recognized in 2024, related to a recovery of social security contributions in Brazil.

Operating Income

	For the Years Ended<br><br>December 31,				% Change
	2025		2024
	(in thousands of U.S. dollars)
Brazil	$	278,043	$	269,019	3.4	%
NOLAD		71,144		67,412	5.5	%
SLAD		119,959		87,406	37.2	%
Corporate and other and purchase price allocation		(104,753)		(99,322)	(5.5)	%
Total		364,393		324,515	12.3	%

Operating income increased by $39.9 million, or 12.3%, to $364.4 million in 2025 from $324.5 million in 2024, as a result of the foregoing factors discussed above.

Net Interest Expense and other financing results

Net interest expense and other financing results decreased by $33.6 million, or 71.1%, to $13.7 million in 2025, as compared to 2024. The decrease was primarily explained by the interest income recorded from the net tax credit in Brazil for $52.9 million, partially offset by an increase for $17.5 million due to the issuance of the 2032 Senior Notes net of the settlement of the 2027 Senior Notes.

(Loss) gain from Derivative Instruments

(Loss) gain from derivative instruments decreased by $4.0 million to a loss of $3.1 million in 2025, from a gain of $0.9 million in 2024, attributable to the results of derivatives instruments not designated as hedge accounting.

Foreign Currency Exchange Results

Foreign currency exchange results decreased by $10.2 million, from a loss of $15.1 million in 2024 to a loss of $4.9 million in 2025. The variation was primarily attributable to a favorable impact of $12.4 million by the appreciation of the Brazilian real of 11.4% between December 31, 2024 and December 31, 2025.

Other Non-operating Expenses, Net

Other non-operating expenses, net decreased by $2.4 million to $1.5 million in 2025, as compared to $3.9 million in 2024.

Income Tax Expense, net

Income tax expense, net increased by $18.8 million, from $109.9 million in 2024 to $128.7 million in 2025, mainly related to changes in pre-tax income. The consolidated effective tax rate was 37.7% in 2025, as compared to 42.4%, primarily explained by an increase in earnings before tax in Brazil.

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See Note 17 to our consolidated financial statements for additional information.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests was $0.5 million in the full year ended December 31, 2025.

Net Income Attributable to Arcos Dorados Holdings Inc.

As a result of the foregoing, net income attributable to Arcos Dorados Holdings Inc. increased by $63.3 million from a gain of $148.8 million in 2024, to a gain of $212.1 million in 2025.

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Set forth below are our results of operations for the years ended December 31, 2024 and 2023.

	For the Years Ended December 31,				%<br><br>Change
	2024		2023
	(in thousands of U.S. dollars)
Sales by Company-operated restaurants	$	4,266,748	$	4,137,675	3.1	%
Revenues from franchised restaurants		203,414		194,203	4.7	%
Total revenues		4,470,162		4,331,878	3.2	%
Company-operated restaurant expenses:
Food and paper		(1,498,853)		(1,457,720)	2.8	%
Payroll and employee benefits		(797,620)		(790,042)	1.0	%
Occupancy and other operating expenses		(1,238,220)		(1,154,334)	7.3	%
Royalty fees		(265,382)		(249,278)	6.5	%
Franchised restaurants – occupancy expenses		(83,665)		(83,359)	0.4	%
General and administrative expenses		(279,859)		(285,000)	(1.8)	%
Other operating income, net		17,952		1,894	847.8	%
Total operating costs and expenses		(4,145,647)		(4,017,839)	3.2	%
Operating income		324,515		314,039	3.3	%
Net interest expense and other financing results		(47,238)		(32,275)	46.4	%
Gain (loss) from derivative instruments		941		(13,183)	(107.1)	%
Foreign currency exchange results		(15,063)		10,774	(239.8)	%
Other non-operating expenses, net		(3,873)		(1,238)	212.8	%
Income before income taxes		259,282		278,117	(6.8)	%
Income tax expense, net		(109,903)		(95,702)	14.8	%
Net income		149,379		182,415	(18.1)	%
Less: Net income attributable to non-controlling interests		(620)		(1,141)	(45.7)	%
Net income attributable to Arcos Dorados Holdings Inc.	$	148,759	$	181,274	(17.9)	%

Set forth below is a summary of changes to our systemwide, Company-operated and franchised restaurant portfolios in 2024 and 2023.

Systemwide Restaurants	For the Years Ended<br><br>December 31,
	2024	2023
Systemwide restaurants at beginning of period	2,361	2,312
Restaurant openings	85	81
Restaurant closings	(18)	(32)
Systemwide restaurants at end of period	2,428	2,361
Company-Operated Restaurants	For the Years Ended<br><br>December 31,
---	---	---
	2024	2023
Company-operated restaurants at beginning of period	1,678	1,633
Restaurant openings	62	60
Restaurant closings	(17)	(27)
Net conversions of franchised restaurants to Company-operated restaurants	2	12
Company-operated restaurants at end of period	1,725	1,678

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Franchised Restaurants	For the Years Ended<br><br>December 31,
	2024	2023
Franchised restaurants at beginning of period	683	679
Restaurant openings	23	21
Restaurant closings	(1)	(5)
Net conversions of franchised restaurants to Company-operated restaurants	(2)	(12)
Franchised restaurants at end of period	703	683

Revenues

	For the Years Ended<br><br>December 31,				% Change
	2024		2023
	(in thousands of U.S. dollars)
Sales by Company-operated restaurants
Brazil	$	1,635,954	$	1,574,792	3.9	%
NOLAD		1,187,689		1,097,980	8.2	%
SLAD		1,443,105		1,464,903	(1.5)	%
Total		4,266,748		4,137,675	3.1	%
Revenues from franchised restaurants
Brazil		132,357		126,755	4.4	%
NOLAD		38,062		34,932	9.0	%
SLAD		32,995		32,516	1.5	%
Total		203,414		194,203	4.7	%
Total revenues
Brazil		1,768,311		1,701,547	3.9	%
NOLAD		1,225,751		1,132,912	8.2	%
SLAD		1,476,100		1,497,419	(1.4)	%
Total		4,470,162		4,331,878	3.2	%

Sales by Company-operated Restaurants

Total sales by Company-operated restaurants increased by $129.1 million, or 3.1%, from $4,137.7 million in 2023 to $4,266.7 million in 2024. This growth was mainly driven by the increase in traffic in the Territories of 0.8%, together with the increase in average check of 34.8%, which led to an increase in comparable sales by Company-operated restaurants of $1,477.1 million. In addition, the opening of 122 Company-operated restaurants, the closure of 44 Company-operated restaurants and the conversion of 14 franchised restaurants into Company-operated restaurants since January 1, 2023, contributed $195.2 million to sales. This was partially offset by the depreciation of currencies against the U.S. dollar, which resulted in a $1,541.5 million sales decline, mainly in Argentina, Brazil and Chile, and the deferral of sales related to points accrued by customers under our loyalty program decreased sales in the period by $1.7 million.

In Brazil, sales by Company-operated restaurants increased by $61.2 million, or 3.9%, to $1,636,0 million in 2024. This was primarily due to an increase of comparable sales of 6.8%, as a result of higher traffic of 1.4%, and an average check growth of 5.4%, which resulted in a sales increase of $107.9 million. In addition, 61 net restaurants openings coupled with the conversion of 6 franchised restaurants into Company-operated restaurants since January 1, 2023 resulted in a $88.9 million increase in sales. This was partially offset by the depreciation of the Brazilian real against the U.S. dollar, that resulted in a sales decrease of $134.8 million and the deferral of sales related to points accrued by customers under our loyalty program decreased sales in the period by $0.8 million.

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In NOLAD, sales by Company-operated restaurants increased by $89.7 million, or 8.2%, to $1,187.7 million in 2024. This was due to a comparable sales growth of 5.4%, as a result of higher traffic of 5.3%, and an average check growth of 0.1%, which resulted in a sales increase of $59 million. The opening of 23 Company-operated restaurants, the conversion of 10 franchised restaurants into Company-operated restaurants and the closing of 9 Company-operated restaurants since January 1, 2023, had a positive impact of $34.9 million to sales. This was partially offset by the depreciation of local currencies, mainly explained by Mexico, which had a $3.7 million negative impact on sales and the deferral of sales related to points accrued by customers under our loyalty program decreased sales in the period by $0.4 million.

In SLAD, sales by Company-operated restaurants decreased by $21.8 million, or 1.5%, to $1,443.1 million in 2024. This was driven by the depreciation of currencies against the U.S. dollar, in particular the Argentine and in a much lesser extent the Chilean peso, and the Venezuelan bolívar, which caused sales to decrease by $1,403.0 million. In addition, the deferral of sales related to points accrued by customers under our loyalty program decreased sales in the period by $0.4 million. This was partially offset by an increase in comparable sales of 90.8%, mainly driven by the increase in average check of 96.2%, primarily due to the inflationary context in Argentina and Venezuela, and a traffic contraction of 2.8%, mostly explained by the economic context in Argentina, which resulted in a sales increase of $1,310.2 million. In addition, the opening of 32 Company-operated restaurants and the closure of 29 Company-operated restaurants, coupled with the conversion of 2 Company-operated restaurants into franchised restaurants, since January 1, 2023, contributed $71.4 million to sales.

Revenues from Franchised Restaurants

Our total revenues from franchised restaurants increased by $9.2 million, or 4.7%, from $194.2 million in 2023 to $203.4 million in 2024. Higher revenues are mainly driven by an increase in comparable sales, which caused revenues to grow by $47.2 million. In addition, the net opening of 38 franchised restaurants, partially offset by the net conversion of 14 franchised restaurant into Company-operated restaurants, since January 1, 2023, increased revenues by $8.2 million. Moreover, the increase in the percentage of rental income over sales from franchised restaurants improved revenues from franchised restaurants in $1.7 million. This was partially offset by the depreciation of currencies against the U.S. dollar, which caused revenues to decrease by $47.9 million.

In Brazil, revenues from franchised restaurants increased by $5.6 million, or 4.4%, to $132.4 million in 2024, which was mainly driven by higher comparable sales of 9.5%, which increased revenues by $12.0 million. Additionally, the net opening of 28 franchised restaurants, partially offset by the conversion of 6 franchised restaurants into Company-operated restaurants, since January 1, 2023, caused revenues from franchised restaurants to increase by $3.8 million. The increase in rental income as a percentage of sales contributed $0.7 million to revenues, while the depreciation of the real against the U.S. dollar decreased revenues by $10.8 million.

In NOLAD, revenues from franchised restaurants increased by $3.1 million, or 9.0%, to $38.1 million in 2024. This increase was driven by higher comparable sales of 11.2%, which resulted in a $3.9 million growth in revenues. This was coupled with an increase in rental income as percentage of sales that contributed $0.5 million to sales. This was partially offset by the depreciation of local currencies which had a negative impact of $1.0 million, and the conversion of 10 franchised restaurants into Company-operated restaurants, partly offset by the net opening of 2 franchised restaurants since January 1, 2023, which caused revenues to decrease by $0.3 million.

In SLAD, revenues from franchised restaurants increased by $0.5 million, or 1.5%, to $33.0 million in 2024. This increase was driven by higher comparable sales of 96.2%, highly driven by hyperinflation in Argentina and Venezuela which resulted in a $31.4 million increase in revenues. This was coupled with the opening of 8 franchised restaurants and the conversion of 2 Company-operated restaurants into franchised restaurants since January 1, 2023, which increased revenues by $4.8 million. Moreover, higher rental income as a percentage of sales, contributed $0.5 million to revenues. This was partially offset by the depreciation of currencies against the U.S. dollar in the division, which caused a decrease in revenues of $36.2 million.

Operating Costs and Expenses

Food and Paper

Our total food and paper costs increased by $41.1 million, or 2.8%, to $1,498.9 million in 2024, as compared to 2023. As a percentage of our total sales by Company-operated restaurants, food and paper costs decreased 0.1 percentage points to 35.1%. This decrease is explained by higher price increases as compared to cost increases in several markets and better waste management.

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In Brazil, food and paper costs increased by $23.0 million, or 4.2%, to $564.9 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs increased by 0.1 percentage points to 34.5%, primarily as a result of a less favorable product mix, partially offset by higher price increases as compared to costs and better waste management.

In NOLAD, food and paper costs increased by $30.4 million, or 7.8%, to $421.5 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 0.1 percentage points to 35.5%, mainly explained by product mix, partially offset by higher cost increases as compared to prices in Mexico, Panama and Puerto Rico.

In SLAD, food and paper costs decreased by $12.3 million, or 2.3%, to $512.4 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, food and paper costs decreased by 0.3 percentage points to 35.5%, mainly explained by a better waste management and higher price increases as compared to costs, mainly in Argentina, Colombia and Uruguay.

Payroll and Employee Benefits

Our total payroll and employee benefits costs increased by $7.6 million, or 1.0%, to $797.6 million in 2024, as compared to 2023. As a percentage of our total sales by Company-operated restaurants, payroll and employee benefits costs decreased 0.4 percentage points to 18.7%. The decrease as a percentage of sales was mostly attributable to a recovery related to social security contributions in Brazil coupled with efficiencies in crew payroll.

In Brazil, payroll and employee benefits costs decreased by $17.6 million, or 6.0%, to $273.0 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs decreased by 1.8 percentage points to 16.7%, mainly as a result of a recovery related to social security contributions coupled with efficiencies in crew payroll, partially offset by higher management expenses.

In NOLAD, payroll and employee benefits costs increased by $24.3 million, or 10.8%, to $249.7 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits costs increased by 0.5 percentage points to 21.0%, mainly due to growth of crew hour costs above average check growth in several markets of the division, driven by increases in minimum wage salaries, partially offset by higher crew productivity.

In SLAD, payroll and employee benefits costs increased by $0.9 million, or 0.3%, to $274.9 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, payroll and employee benefits increased by 0.3 percentage points to 19.0%. This is mainly explained by an increase in crew hour costs above average check growth in most markets of the division partially offset by efficiencies in crew productivity.

Occupancy and Other Operating Expenses

Our total occupancy and other operating expenses increased by $83.9 million, or 7.3%, to $1,238.2 million in 2024, as compared to 2023. As a percentage of our total sales by Company-operated restaurants, occupancy and other operating expenses increased 1.1 percentage points to 29.0%, driven by higher delivery costs coupled with depreciation costs and utilities.

In Brazil, occupancy and other operating expenses increased by $19.8 million, or 4.5%, to $463.1 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.2 percentage points to 28.3%, mainly due to higher delivery costs partially offset by lower collection costs and efficiencies in fixed costs.

In NOLAD, occupancy and other operating expenses increased by $34.0 million, or 11.0%, to $341.9 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 0.7 percentage points to 28.8% due to higher depreciation costs, delivery costs and IT services expenses.

In SLAD, occupancy and other operating expenses increased by $30.0 million, or 7.4%, to $433.1 million in 2024. As a percentage of the division’s sales by Company-operated restaurants, occupancy and other operating expenses increased by 2.5 percentage points to 30.0%, due to higher delivery, depreciation costs coupled with higher utilities, IT services an Operating Supplies expenses.

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Royalty Fees

Our total royalty fees increased by $16.1 million, or 6.5%, to $265.4 million in 2024, as compared to 2023. As a percentage of sales, royalty fees increased by 0.2 percentage points to 6.2% mainly due to higher sales compared to lower growth support funding, as a percentage of sales, provided by McDonald’s to Arcos Dorados, coupled with higher taxes over royalties.

In Brazil, royalty fees increased by $13.1 million, or 17.5%, to $87.6 million in 2024. As a percentage of sales, royalty fees increased by 0.6 percentage points to 5.4% mainly due to higher sales compared to lower growth support funding, as a percentage of sales, provided by McDonald’s to Arcos Dorados, coupled with higher taxes over royalties.

In NOLAD, royalty fees increased by $6.4 million, or 8.4%, to $82.2 million in 2024, as compared to 2023. As a percentage of sales, royalty fees remained unchanged, closing 2024 at 6.9%.

In SLAD, royalty fees decreased by $3.3 million, or 3.3%, to $95.6 million in 2024 due to lower sales in Argentina, as compared to 2023. As a percentage of sales, royalty fees decreased by 0.1 percentage points to 6.6%.

Franchised Restaurants—Occupancy Expenses

Occupancy expenses from franchised restaurants increased by $0.3 million or 0.4%, to $83.7 million in 2024, as compared to 2023, mainly due to higher rent expenses for leased properties, as a consequence of higher comparable sales from franchised restaurants coupled with higher taxes in Brazil. This was partially offset by depreciation of currencies, especially in Argentina, Brazil and Chile, against the U.S. dollar.

In Brazil, occupancy expenses from franchised restaurants decreased by $0.7 million, or 1.1%, to $60.2 million in 2024, as compared to 2023. This decrease in occupancy expenses from franchised restaurants was primarily due to depreciation of the Brazilian real against the U.S. dollar coupled with a lower bad debt reserve which was partially offset by higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants, and higher taxes.

In NOLAD, occupancy expenses from franchised restaurants increased by $0.5 million, or 3.6%, to $13.0 million in 2024, as compared to 2023, mainly due to higher rent expenses for leased properties, as a consequence of higher comparable sales from franchised restaurants partially offset by the depreciation of the Mexican peso against the U.S. dollar.

In SLAD, occupancy expenses from franchised restaurants increased by $0.5 million, or 5.1%, to $10.5 million in 2024, as compared to 2023, mainly due to higher rent expenses for leased properties, as a consequence of the increase in comparable sales from franchised restaurants. This was partially offset by the depreciation of the Argentinean peso, the Chilean peso and Venezuelan bolívar against the U.S. dollar.

Set forth below are the margins for our franchised restaurants in 2024 as compared to 2023. The margin for our franchised restaurants is expressed as a percentage and is equal to the difference between revenues from franchised restaurants and occupancy expenses from franchised restaurants, divided by revenues from franchised restaurants.

	For the Years Ended<br><br>December 31,
	2024		2023
Brazil	54.5	%	52.0	%
NOLAD	65.8	%	64.0	%
SLAD	68.3	%	69.4	%
Total	58.9	%	57.1	%

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General and Administrative Expenses

General and administrative expenses decreased by $5.1 million, or 1.8%, from $285.0 million in 2023 to $279.9 million in 2024. This is explained primarily by the depreciation of currencies, especially the Argentine peso, that contributed $154.0 million to the reduction in general and administrative expenses and lower bonuses and other variable compensation. This was partially offset by higher payroll, outside services and occupancy expenses, mainly related to inflation in Argentina.

In Brazil, general and administrative expenses decreased by $2.8 million, or 4.0%, from $70.5 million in 2023 to $67.6 million in 2024. The decrease is explained by the depreciation of the Brazilian real against the U.S. dollar amounting to $5.3 million as well as lower payroll expenses of $0.8 million, coupled with a reduction in outside services expenses of $0.2 million. This was partially offset by higher occupancy expenses of $2.5 million, together with higher other expenses of $0.6 million and bonuses and other variable compensation of $0.3 million.

In NOLAD, general and administrative expenses increased by $2.7 million, or 5.5%, from $49.1 million in 2023 to $51.8 million in 2024. This increase is a result of higher outside services amounting to $3.0 million, coupled with higher payroll expenses of $2.3 million and higher occupancy expenses of $0.8 million as well as higher other expenses of $0.3 million and travel expenses of $0.2 million. This was partially offset by lower bonuses and other variable compensations expenses of $3.5 million and the depreciation of the Mexican Peso against the U.S. dollar, which contributed in a reduction of general and administrative expenses by $0.3 million.

In SLAD, general and administrative expenses increased by $7.2 million, or 13.4%, from $53.7 million in 2023 to $60.9 million in 2024. This increase is mainly explained by higher payroll expenses amounting to $29.1 million, together with bonuses and other variable compensation amounting to $6.2 million, mainly in Argentina due to its inflationary environment, and higher occupancy expenses amounting to $15.3 million. In addition, there were higher outside services amounting to $5.9 million, higher other expenses of $3.1 million, and higher travel expenses of $2.7 million. This was partially offset by the depreciation of various currencies against the U.S. dollar, mainly the Argentine peso, Venezuelan bolivar and Chilean peso, which resulted in a reduction of general and administrative expenses of $55.1 million.

General and administrative expenses for Corporate and others decreased by $12.2 million, or 10.9%, from $111.7 million in 2023 to $99.5 million in 2024. This decrease is mainly driven by the depreciation of various currencies against the U.S. dollar, mainly the Argentine peso and Brazilian real, amounting to $93.3 million, coupled with lower bonuses and other variable compensations of $15.0 million. This was partially offset by higher expenses mainly related to Argentina’s inflation, as a portion of our Corporate expenses are denominated in Argentine pesos. Payroll expenses increased $51.2 million, while outside services grew $28.0 million and other expenses increased by $7.4 million. In addition, there were higher travel expenses amounting to $5.5 million and higher occupancy expenses amounting to $3.8 million.

Other Operating Income, net

Other operating income, net increased by $16.1 million, to a gain of $18.0 million in 2024. This increase was primarily driven by a $5.6 million positive impact from a recovery related to social security contributions in Brazil recognized in 2024, a reduction in write-offs and impairment of long-lived assets by $7.3 million and a higher gain from sale and insurance recovery of property and equipment of $3.5 million.

Operating Income

	For the Years Ended<br><br>December 31,				% Change
	2024		2023
	(in thousands of U.S. dollars)
Brazil	$	269,019	$	230,024	17.0	%
NOLAD		67,412		73,237	(8.0)	%
SLAD		87,406		121,683	(28.2)	%
Corporate and other and purchase price allocation		(99,322)		(110,905)	10.4	%
Total		324,515		314,039	3.3	%

Operating income increased by $10.5 million, or 3.3%, to $324.5 million in 2024 from $314.0 million in 2023, as a result of the foregoing factors discussed above.

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Net Interest Expense and other financing results

Net interest expense and other financing results increased by $14.9 million, or 46.4%, to $47.2 million in 2024, as compared to 2023. The increase was primarily explained by lower net financing gains during 2024 compared to 2023 for $34.9 million partially offset by the positive impact in the loss from securities transactions during 2024 compared to 2023 for $20.6 million.

Gain (loss) from Derivative Instruments

Gain (loss) from derivative instruments increased by $14.1 million to a gain of $0.9 million in 2024, from a loss of $13.2 million in 2023, attributable to the results of derivatives instruments not designated as hedge accounting.

Foreign Currency Exchange Results

Foreign currency exchange results decreased by $25.9 million, from a gain of $10.8 million in 2023 to a loss of $15.1 million in 2024. The variation was primarily attributable to the impact of the depreciation of the Brazilian real of 27.2% which resulted in a loss of $16.1 million on the outstanding U.S. dollar-denominated intercompany loans partially offset by a gain in derivatives in 2024, compared to a gain of $7.8 million in 2023.

Other Non-operating Expenses, Net

Other non-operating expenses, net increased by $2.7 million to $3.9 million in 2024, as compared to $1.2 million in 2023.

Income Tax Expense, net

Income tax expense, net increased by $14.2 million, from $95.7 million in 2023 to $109.9 million in 2024. The consolidated effective tax rate was 42.4% in 2024, as compared to 34.4%, primarily explained by remeasurement and inflationary impacts, which decreased income tax by $2.6 million in 2024 compared to a decrease by $16.2 million in 2023.

See Note 17 to our consolidated financial statements for additional information.

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests was $0.6 million in the full year ended December 31, 2024.

Net Income Attributable to Arcos Dorados Holdings Inc.

As a result of the foregoing, net income attributable to Arcos Dorados Holdings Inc. decreased by $32.5 million from a gain of $181.3 million in 2023, to a gain of $148.8 million in 2024.

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B. Liquidity and Capital Resources

Financial strategy overview

As part of our day-to-day operations, we manage our financial strategy considering, among other things, our liquidity risk and refinancing risk, our debt profile (including our indebtedness level and leverage ratios), the market risk and interest rate risk of our treasury investments as well as our financial debt and our foreign exchange risk.

In order to achieve our financial strategy, we hold several assets on our balance sheet, mainly cash positions in foreign currencies needed to support operations in each of the markets where we operate, treasury investments to reduce the negative carry of our debt, derivatives positions to hedge our exposure to foreign exchange risks, and other non-material financial assets.

We also have several key processes to address macroeconomic and financial challenges such as multi-year planning, periodic re-projections, internal reporting, and key human resources to supervise the outcomes of the financial strategy. While these processes cannot predict or fully mitigate any risk we may encounter in the future, we believe they help us adapt to different circumstances and more effectively implement our financial strategy.

Cash position, credit lines and liquidity risk

We generate significant cash from operations and, consistent with prior years, we expect existing cash flows from operations, working capital and our ability to issue debt or incur additional indebtedness will continue to be sufficient to fund our operating, investing and financing activities, including the day-to-day operations of our business, our credit profile to enter in new commercial agreements, the payment of the interests generated by our financial agreements and notes outstanding, the payment of dividends, and our capital expenditures plan.

To further support our cash position, we maintain a revolving credit facility at the holding company level with a syndicate of banks for a total amount of $200 million, which can be drawn at any time and will mature in September 2029. See “—Revolving Credit Facility”.

We are comfortable we maintain sufficient uncommitted credit facilities in excess of our daily cash needs as of the end of 2025. As of December 31, 2025, we had a total cash, cash equivalents and short-term investments position of $422.3 million, which is more than seven times the annual interest payment due on our outstanding senior notes. Furthermore, considering the committed credit lines available to us, we have more than three times the annual interest payment on our outstanding senior notes in available cash under such credit lines.

As of December 31, 2025 our cash position (cash and cash equivalents and short-term investments) in Argentina and Venezuela, which are considered highly inflationary markets represented 6.2% and 1.4%, respectively, of our consolidated cash position. Although these markets are subject to restrictions on cash remittances, these limitations did not materially affect our operations, as both countries have in place alternative legal mechanisms to obtain U.S. dollars. See “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls” for further information regarding exchange controls for Argentina. In addition, over the years we have been able to mitigate cost increases tied to inflation in these markets through our revenue management strategy. Moreover, in case we need to incur indebtedness in these markets, we also have available sufficient instruments to fund such incurrence.

Debt Profile

We evaluate our debt profile considering the following variables:

•Total indebtedness level

•Total senior notes annual interest payments and yield

•Total cash and equivalents position

•Debt maturities and average life of debt

•Gross and net leverage

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•Interest coverage

•Other financial covenants including in financial arrangements

Through these variables, we evaluate our liquidity and refinancing risk. For more information on liquidity risk, see above “—Cash position, credit lines and liquidity risk.” As of the date of this report, regarding refinancing risk, the Company faces the following material maturities:

	Maturity date	Outstanding amount (in thousands of U.S. Dollars)	Interest rate
2027 Senior Notes	April 4, 2027	—	5.875	%
2029 Senior Notes	May 27, 2029	214,804	6.125	%
2032 Senior Notes	January 29, 2032	600,000	6.375	%

In January 2025, we announced an any and all tender offer to repurchase $379.3 million of our 2027 Senior Notes outstanding, as a result of which we repurchased $136.1 million of our 2027 Senior Notes, plus accrued and unpaid interest. On April 4, 2025, we redeemed the entirety of the 2027 Senior Notes then outstanding at 100% of the aggregate principal amount outstanding, plus accrued and unpaid interest, as a result of which the 2027 Senior Notes have been cancelled.

In January 2026, we announced a tender offer to repurchase up to $150.0 million of our 2029 Senior Notes outstanding, as a result of which we repurchased $135.2 million of our 2029 Senior Notes, plus accrued and unpaid interest.

Therefore, the refinancing risk as a whole is considerably reduced in the short and medium term. Additionally, the notes’ maturities are denominated in U.S. dollars with a fixed interest rate, which mitigates our interest rate risk exposure.

Derivatives

An important part of our financial strategy is the analysis of our foreign exchange risk, given that a substantial part of the cash flow we generate is denominated in local currencies such as Brazilian reais, Chilean pesos, Euros, Uruguayan pesos, Argentinian pesos, Colombian pesos and Mexican pesos, among others. Conversely, part of our liabilities are denominated in U.S. dollars. To help reduce our exposure to foreign exchange risk, we focus on purchasing locally sourced products to the extent possible. With respect to the products and supplies that are not locally sourced, we have a risk management policy to hedge our exposure with a rolling hedges strategy, taking hedges of nine months or more, of up to 50% of our projected exposure.

Furthermore, we are subject to foreign exchange risk because most of our debt is denominated in U.S. dollars. See “—2029 Sustainability-Linked Notes” and “—2032 Senior Notes”. To mitigate this exposure, we entered into a series of long-term derivative instruments (See Note 14 to our consolidated financial statements for more detail.). This allows us to synthetically convert U.S. dollar denominated debt into local currency denominated debt, such as Brazilian reais. While this generates an additional interest payment (due to local currency rates being higher than U.S. dollar interest rates), it reduces the refinancing risk in events of sudden currency depreciation. Our derivatives portfolio is intended to balance the cost of hedging and the resulting risk mitigation.

Overview

Net cash provided by operations increased by $29.5 million, from $266.8 million in 2024 to $296.3 million in 2025. Cash used in our investing activities was $335.0 million in 2025, compared to $280.3 million in 2024. Cash provided by financing activities was $288.8 million in 2025, compared to cash used in financing activities of $37.2 million in 2024. In 2025, cash provided by financing activities included $597.5 million deriving from the issuance of the 2032 Senior Notes, net of cash used in connection with the cash tender offer and repurchase of our 2027 Senior Notes of $379.3 million.

Net cash provided by operations decreased by $115.2 million, from $382.0 million in 2023 to $266.8 million in 2024. Cash used in our investing activities was $280.3 million in 2024, compared to $380.3 million in 2023. Cash used in financing activities was $37.2 million in 2024, compared to cash used in financing activities of $11.8 million in 2023. In 2024, Cash

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used in financing activities included $15.3 million deriving from the payment of derivative instruments and derivative premiums, and dividend payments of $50.6 million.

As of December 31, 2025, our total financial debt was $1,101.7 million (including interest payable), consisting of $1,137.7 million in long-term debt (of which $597.7 million related to the 2032 Senior Notes, including the original issue discount, $348 million related to the 2029 Senior Notes, including the original issue discount, $185.0 million in long-term bank loans, and $11.7 million in finance lease obligations, partially offset by $7.0 million related to deferred financing costs), and $18.9 million in interest payable, the amount of which was offset by $54.9 million related to the fair market value of our outstanding net derivative instruments position.

As of December 31, 2024, our total financial debt was $707.6 million (including interest payable), consisting of $718.6 million in long-term debt (of which $378.3 million related to the 2027 Senior Notes, including the original issue discount, $331.2 million related to the 2029 Senior Notes, including the original issue discount, and $9.1 million in finance lease obligations, partially offset by $2.8 million related to deferred financing costs), $7.8 million in interest payable and $60.3 million in short-term debt, the amount of which was offset by $79 million related to the fair market value of our outstanding net derivative instruments position.

Cash and cash equivalents were $373.4 million at December 31, 2025 and $135.1 million at December 31, 2024.

Comparative Cash Flows

The following table sets forth our cash flows for the periods indicated:

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
Net cash provided by operating activities	$	296,344	$	266,847	$	381,965
Net cash used in investing activities	(335,027)		(280,331)		(380,349)
Net cash provided by (used in) financing activities	288,754		(37,162)		(11,823)
Effect of exchange rate changes on cash and cash equivalents	(11,697)		(10,951)		(60,069)
Increase (decrease) in cash and cash equivalents	238,374		(61,597)		(70,276)

Operating Activities

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
Net income attributable to Arcos Dorados Holdings Inc.	$	212,116	$	148,759	$	181,274
Non-cash charges and credits	213,838		178,399		178,074
Changes in assets and liabilities	(129,610)		(60,311)		22,617
Net cash provided by operating activities	296,344		266,847		381,965

For the year ended December 31, 2025, net cash provided by operating activities was $296.3 million, compared to $266.8 million in 2024. The $29.5 million increase is attributable to the increase of net income and non-cash charges and credits contributed by $98.8 million, net of the decrease of the change in assets and liabilities of $69.3 million.

For the year ended December 31, 2024, net cash provided by operating activities was $266.8 million, compared to $382 million in 2023. The $115.2 million decrease is attributable to the decrease of net income net of non-cash charges and credits contributed by $32.2 million, and the decrease of the change in assets and liabilities of $82.9 million.

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Investing Activities

Investments in new restaurants and the modernization of existing restaurants are primarily concentrated in markets with opportunities for long-term growth and returns on investment above a pre-defined threshold that is significantly above our cost of capital. Average development costs vary widely by market depending on the types of restaurants built and the real estate and construction costs within each market and are affected by foreign currency fluctuations. These costs, which include land, buildings and equipment, are managed through the use of optimally sized restaurants, construction and design efficiencies and the leveraging of best practices.

The following table presents our cash used in by investing activities by type:

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
Property and equipment expenditures	$	(281,350)	$	(327,636)	$	(360,097)
Purchases of restaurant businesses paid at acquisition date	(7,057)		(6,083)		(2,081)
Proceeds from sales of property and equipment, restaurant businesses and related advances	2,569		8,210		2,540
Proceeds from short-term investments	88,669		76,114		66,735
Acquisitions of short-term investments	(134,164)		(30,000)		(86,719)
Other investing activity	(3,694)		(936)		(727)
Net cash used in investing activities	(335,027)		(280,331)		(380,349)

The following table presents our property and equipment expenditures by type:

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
New restaurants	$	140,586	$	127,109	$	141,591
Existing restaurants	83,263		141,036		162,393
Other(1)	57,501		59,491		56,113
Total property and equipment expenditures	281,350		327,636		360,097

(1)Primarily software and information technology expenditures.

In 2025, net cash used in investing activities was $335.0 million, compared to $280.3 million in 2024. This $54.7 million increase was primarily attributable to an increase in the acquisition of short-term investments amounting to $104.2 million, partially offset by the increase of the proceeds from short-term investments of $12.6 million and the decrease in property and equipment expenditures of $46.3 million in comparison with 2024.

Property and equipment expenditures decreased by $46.3 million, from $327.6 million in 2024 to $281.3 million in 2025. The decrease in property and equipment expenditures is explained by a decrease in existing restaurants of $57.8 million, a decrease in software and information technology expenditures of $2.0 million partially offset by an increase in investment in new restaurants of $13.5 million. In 2025, we opened 102 restaurants and closed 13 restaurants.

Other investing activities increased by $2.8 million in 2025, mainly due to an increase of the initial franchise fee for new restaurants that opened in 2025.

In 2024, net cash used in investing activities was $280.3 million, compared to $380.3 million in 2023. This $100.0 million decrease was primarily attributable to a decrease in property and equipment expenditures of $32.5 million, to the acquisition of short-term investments amounting to $56.7 million, and the increase of proceeds from short-term investments of $9.4 million in comparison with 2023.

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Property and equipment expenditures decreased by $32.5 million, from $360.1 million in 2023 to $327.6 million in 2024. The decrease in property and equipment expenditures is explained by a decrease in existing restaurants of $21.4 million, a decrease in investment in new restaurants of $14.5 million partially offset by an increase in software and information technology expenditures of $3.4 million. In 2024, we opened 85 restaurants and closed 18 restaurants.

Other investing activities increased by $0.2 million in 2024, mainly due to less proceeds from franchised notes in 2024.

Financing Activities

	For the Years Ended December 31,
	2025		2024		2023
	(in thousands of U.S. dollars)
Issuance of 2032 Senior Notes	$	597,498	$	—	$	—
Proceeds from sale of 2029 Senior Notes	16,156		—		—
Open Market Repurchases of 2029 Senior Notes	—		—		—
Cash tender, Open Market Repurchases and Settlement at maturity of 2023, 2027 and 2029 Senior Notes	(379,265)		—		(22,941)
Dividend payments to Arcos Dorados Holdings Inc. shareholders	(50,560)		(50,557)		(40,022)
Short and long-term borrowings	176,447		77,240		29,679
Payment of short and other long-term debt	(58,819)		(43,572)		(1,095)
Payments for debt issue costs	(6,720)		—		—
Collection of derivative instruments	1,870		331		30,880
Payments related to derivative instruments and derivative premiums	(708)		(15,274)		(3,296)
Other financing activities	(7,145)		(5,330)		(5,028)
Net cash provided by (used in) financing activities	288,754		(37,162)		(11,823)

Net cash provided by financing activities was $288.8 million in 2025, compared to the net cash used in financing activities of $37.2 million in 2024. The $326.0 million increase in the amount of cash provided by financing activities was primarily attributable to the issuance of our 2032 Senior Notes of $597.5 million and to short and long-term borrowings of $99.2 million, which was partially offset by the cash tender of our 2027 Senior Notes for $379.3 million.

Net cash used in financing activities was $37.2 million in 2024, compared to $11.8 million in 2023. The $25.4 million increase in the amount of cash used in financing activities was primarily attributable to the payments related to derivative instruments and derivative premiums of $12.0 million, to the dividends paid in cash of $10.6 million, and the decrease of the collection of derivative instruments of $30.6 million, partially offset by the settlement at maturity of the 2023 Senior Notes during 2023 for $18.2 million.

The company may opportunistically seek to incur new debt to refinance any of its existing debt or for other corporate purposes, including potential capital expenditure requirements, from time to time, if market conditions permit.

Revolving Credit Facility

On September 30, 2025, the Company entered into a revolving credit facility with a syndicate of banks including JPMorgan Chase Bank, N.A., Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Banco Santander (Brasil) S.A.- Grand Cayman Branch, Bank of America, N.A., BNP Paribas, Banco de Credito del Peru and Firstbank Puerto Rico. Pursuant to the revolving credit facility, we are required to comply with a net indebtedness (including interest payable) to EBITDA ratio of less than 3.00 to 1.00 as of the last day of each fiscal quarter. Each loan made to the Company under this revolving credit facility bears interest at an annual rate equal to either Daily Simple SOFR or Term SOFR base rate plus 2.10% to 2.40%. The revolving credit facility will mature on September 30, 2029.

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The obligations of Company under the revolving credit facility are jointly and severally guaranteed by certain of the Company’s subsidiaries on an unconditional basis. Furthermore, the revolving credit facility includes customary covenants including, among others, restrictions on the ability of the Company, the guarantors and certain material subsidiaries to: (i) incur liens, (ii) enter into any merger, consolidation or amalgamation; (iii) sell, assign, lease or transfer all or substantially all of the borrower’s or guarantor’s business or property; (iv) enter into transactions with affiliates; (v) engage in substantially different lines of business; and (vi) engage in transactions that violate certain anti-terrorism laws. The revolving credit facility provides for customary events of default, which, if any of them occurs, would permit or require the banks to terminate their obligation to provide loans under the revolving credit facility and/or to declare all sums outstanding under the loan documents immediately due and payable.

As of December 31, 2025, our net indebtedness (including interest payable) to EBITDA ratio was 1.15x and as such we were in compliance with such ratio.

Arcos Dourados Credit Agreements

On December 19, 2025, our Brazilian subsidiary, Arcos Dourados Comercio de Alimentos S.A. (“Arcos Dourados”), entered into three separate credit agreements under the 4131 Brazilian Law, each in a principal amount of $50 million with Bank of America, N.A., Citibank N.A. and JPMorgan Chase Bank, N.A. (jointly, the “Arcos Dourados Credit Agreements”). Each of the loans was fully drawn on December 23, 2025. Pursuant to the Arcos Dourados Credit Agreements, we are required to maintain a net indebtedness to EBITDA ratio of less than 3.00 to 1.00 as of the last day of each fiscal quarter.

On the same date, the Company and Arcos Dourados entered into certain derivative instruments in order to manage the interest rate and maintain the foreign currency exposure of its long-term debt.

The loans made by Bank of America, N.A., Citibank N.A. and JPMorgan Chase Bank, N.A. under the Arcos Dourados Credit Agreements bear interest at annual rates of 4.40%, 4.39% and 4.71%, respectively, and mature on January 2, 2029.

The obligations of Arcos Dourados under each of the Arcos Dourados Credit Agreements are fully and unconditionally guaranteed by the Company. Furthermore, each Arcos Dourados Credit Agreement contain customary covenants including, among others, restrictions on the ability of Arcos Dourados and the Company to: (i) incur liens, (ii) enter into any merger, consolidation or amalgamation; (iii) sell, assign, lease or transfer all or substantially all of Arcos Dourados or the Company’s business or property; (iv) enter into transactions with affiliates; (v) engage in substantially different lines of business; and (vi) engage in transactions that violate certain anti-terrorism laws.

Each Arcos Dourados Credit Agreement also contains customary events of default, which upon their occurrence and continuance, permit the respective lender to terminate its commitment and declare all amounts outstanding under such loan immediately due and payable.

The proceeds of the Arcos Dourados Credit Agreements were used to fund the cash tender offer of the 2029 sustainability-linked notes.

2029 Sustainability-Linked Notes

In April 2022, our subsidiary Arcos Dorados B.V. issued sustainability-linked Senior Notes for an aggregate principal amount of $350 million under an indenture dated April 27, 2022, which we refer to as the 2029 Senior Notes. The 2029 Senior Notes mature on May 27, 2029 and bear interest of 6.125% per year. Interest on the notes will accrue at a rate of 6.125% per annum from April 27, 2022, payable semi-annually in arrears on May 27 and November 27, commencing on November 27, 2022, and, from and including May 27, 2026 (the “Interest Rate Step-Up Date”), the interest rate payable on the notes may be increased to 6.250% per annum or 6.375% per annum if either or both sustainability performance targets (as described below), respectively, have not been satisfied by December 31, 2025. In January 2026, we announced a tender offer to repurchase up to $150.0 million of our 2029 Senior Notes outstanding, as a result of which we repurchased $135.2 million of our 2029 Senior Notes, plus accrued and unpaid interest.

For purposes of the 2029 Senior Notes, Arcos Dorados B.V. selected each of the Scope 1 and 2 2025 sustainability target (the “Scope 1 and 2 2025 Sustainability Target”) and the Scope 3 2025 sustainability target (the “Scope 3 2025 Sustainability Target” and, together with the Scope 1 and 2 2025 Sustainability Target, the “Sustainability Performance Targets”) as the sustainability performance targets, as updated in October 2023.

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Under the terms of the notes, if (1) Arcos Dorados B.V. delivers a satisfaction notification in accordance with the indenture to the trustee on or prior to April 27, 2026 (the “Notification Date”) certifying that each Sustainability Performance Target was satisfied at or prior to the Notification Date, and that the satisfaction of each Sustainability Performance Target was confirmed by the external verifier in accordance with its customary procedures prior to the Notification Date, the interest rate payable on the notes will remain at the initial rate of interest of 6.125% per annum from and including the Interest Rate Step-Up Date to, and including, the maturity date; (2) Arcos Dorados B.V. delivers a satisfaction notification to the trustee on or prior to the Notification Date certifying that only the greenhouse gas (GHG) emission intensity reduction (Scope 3) Sustainability Performance Target was satisfied at or prior to the Notification Date, and that the satisfaction of the greenhouse gas (GHG) emission intensity reduction (Scope 3) Sustainability Performance Target was confirmed by the external verifier in accordance with its customary procedures, the interest rate payable on the notes will be increased by 12.5 basis points to 6.250% per annum (the “First Step-Up Interest Rate”), which First Step-Up Interest Rate will apply for each interest period from and including the Interest Rate Step-Up Date to, and including, the maturity date; (3) Arcos Dorados B.V. delivers a satisfaction notification to the trustee on or prior to the Notification Date certifying that only the absolute greenhouse gas (GHG) emissions reduction (Scope 1 and 2) Sustainability Performance Target was satisfied at or prior to the Notification Date, and that the satisfaction of the absolute greenhouse gas (GHG) emissions reduction (Scope 1 and 2) Sustainability Performance Target was confirmed by the external verifier in accordance with its customary procedures, the interest rate payable on the notes will be increased by 12.5 basis points to 6.250% per annum (the “Second Step-Up Interest Rate”), which Second Step-Up Interest Rate will apply for each interest period from and including the Interest Rate Step-Up Date to, and including, the maturity date or (4) (i) Arcos Dorados B.V. delivers a satisfaction notification to the trustee on or prior to the Notification Date certifying that neither Sustainability Performance Target was satisfied at or prior to the Notification Date and/or that the external verifier has not confirmed satisfaction of both Sustainability Performance Targets by the Notification Date, or (ii) Arcos Dorados B.V. fails, or is unable, to provide the satisfaction notification to the trustee by the Notification Date, the interest rate payable on the notes will be increased by 25 basis points to 6.375% per annum (the “Third Step-Up Interest Rate” and, together with the First Step-Up Interest Rate and the Second Step-Up Interest Rate, the “Subsequent Rate of Interest”), which Third Step-Up Interest Rate will apply for each interest period from and including the Interest Rate Step-Up Date to, and including, the maturity date.

On April 7, 2026, we delivered a satisfaction notice to the trustee of the 2029 Senior Notes certifying that each of the Sustainability Performance Targets were satisfied prior to the Notification Date and that such performance was confirmed by the external verifier. As a consequence, the interest rate payable on the 2029 Senior Notes will remain at the initial rate of interest of 6.125% per annum from and including the Interest Rate Step-Up Date to, and including, the maturity date.

In October 2023, we re-issued our Sustainability-Linked Financing Framework 2022, which contains a new set of improved methodologies to track our progress with respect to our sustainability plan, including the Sustainability Performance Targets set under Arcos Dorados B.V.’s 2029 Senior Notes. The revised Sustainability-Linked Financing Framework 2022 does not change our improvement targets, when measured as a percentage compared to the baseline, but adjusts the underlying calculations to provides a better base for performance comparability and consistency between years as we keep progressing in our decarbonization strategy.

To maintain the measurability of our progress towards our sustainable performance targets, including those included in Arcos Dorados B.V.’s 2029 sustainability-linked notes, we applied these changes and performed a re-baseline that contains: i) an update of our 2021 emissions inventory, ii) a recalculation of our sustainable performance targets in order to maintain ambitious sustainability goals, while adjusting for the new baseline figures to maintain comparability. We are maintaining the targeted reduction percentages and, all the inventory re-baseline figures have been audited by a third party as required by the International Capital Markets Association (“ICMA”). The 2021 re-baseline figures for our key performance indicators have been prepared by South Pole Carbon Asset Management Ltd. (“South Pole”).

The changes implemented to our Sustainability-Linked Financing Framework 2022 are in line with the Greenhouse Gas Protocol as well as the Sustainability-Linked Bond Principles 2020 (“SLBP”), published by the ICMA, given that the changes implemented were made retrospectively in order to maintain the comparability with past figures.

Under the terms of the re-issued Sustainability-Linked Financing Framework 2022, the new sustainability targets that will be used to track our performance are the following:

a.Scope 1 And 2 2025 Sustainability Target: absolute greenhouse gas (GHG) emissions to be equal to or lower than 231,791 tCO2e by the end of 2025.

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b.Scope 3 2025 Sustainability Target: reduce greenhouse gas (GHG) emission intensity to be equal to or lower than 8.67 tCO2e per total annual tons of food and packaging by the end of 2025.

The proceeds from the issuance of the 2029 Senior Notes were used to fund the cash tender offers for the 2023 and 2027 Senior Notes and the subsequent redemption of the remaining 2023 Senior Notes.

The 2029 Senior Notes are redeemable at our option at any time at the applicable redemption prices set forth in the indenture.

The 2029 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by us and certain of our subsidiaries. The 2029 sustainability-linked notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of our and the guarantors’ existing and future secured indebtedness to the extent of the assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of our subsidiaries that are not guarantors.

The indenture governing the 2029 Senior Notes limits Arcos Dorados B.V., our and our subsidiaries’ ability to, among other things, (i) incur additional indebtedness; (ii) make certain restricted payments; (iii) create certain liens; (iv) enter into sale and lease-back transactions; and (v) consolidate, merge or transfer assets. These covenants are subject to important qualifications and exceptions.

Additionally, as a result of our credit rating increasing to investment grade, as of January 16, 2025, covenants in our indenture related to the incurrence of additional indebtedness and making restricted payment, among others, have been suspended. If our credit rating were to be downgraded again, these covenants shall be reinstated.

The indenture governing the 2029 Senior Notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then-outstanding 2029 Senior Notes to be due and payable immediately.

2032 Senior Notes

In January 2025, our subsidiary Arcos Dorados B.V. issued Senior Notes for an aggregate principal amount of $600 million under an indenture dated January 29, 2025, which we refer to as the 2032 Senior Notes. The 2032 Senior Notes mature on January 29, 2032 and bear interest of 6.375% per year. Interest is paid semiannually on January 29 and July 29, commencing on July 29, 2025. The proceeds from the issuance of the 2032 Senior Notes were used to fund the tender offer and redemption for cash of any and all of our 2027 Senior Notes and for general corporate purposes.

The 2032 Senior Notes are redeemable at our option under certain circumstances as set forth in the indenture at the applicable redemption prices set forth therein.

The 2032 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our subsidiaries. The 2032 Senior Notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of our and the guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of our and the ‘guarantors’ existing and future secured indebtedness to the extent of the assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of our subsidiaries that are not guarantors.

The indenture governing the 2032 Senior Notes limits our and our subsidiaries’ ability to, among other things, (i) create certain liens; (ii) enter into sale and lease-back transactions; and (iii) consolidate, merge or transfer assets. These covenants are subject to important qualifications and exceptions. The indenture governing the 2032 Senior Notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all of the then-outstanding 2032 Senior Notes to be due and payable immediately.

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Contractual Obligations

The following table presents information relating to our contractual obligations as of December 31, 2025.

	Payment Due by Period
Contractual Obligations	Total		2026		2027		2028		2029		2030		Thereafter
	(in thousands of U.S. dollars)
Finance lease obligations(1)	$	16,100	$	2,109	$	2,109	$	2,110	$	1,984	$	1,895	$	5,893
Operating lease obligations	$	2,223,849	176,498		170,013		161,788		154,931		149,358		1,411,261
Contractual purchase obligations(2)	$	399,843	153,133		99,805		45,851		28,931		20,053		52,070
2029 and 2032 Senior Notes(1) (3)	$	1,273,656	59,688		59,688		59,688		398,967		38,250		657,375
Other long term borrowings	$	210,367	18,315		33,609		6,917		150,079		42		1,405
Derivative instruments	$	52,684	(1,455)		46,564		824		6,751		—		—
Total	$	4,176,499	$	408,288	$	411,788	$	277,178	$	741,643	$	209,598	$	2,128,004

(1) Includes interest payments.

(2) Includes automatic annual renewals, which contains only enforceable and legally binding unconditional obligations corresponding to prevailing agreements without considering future undefined renewals when the agreement is cancellable by us. This type of purchase obligation represents $8.7 million of contractual obligations for 2025 only.

(3) Does not include the impact of the deferred financing costs and the net discount related to the issue of the 2029 and 2032 Senior Notes.

The table set forth above excludes projected payments on our restaurant opening plans and reinvestment plans pursuant to the MFAs in respect of which we do not yet have any contractual commitments. For a description of our restaurant opening and reinvestment plans, see “Item 4. Information on the Company—A. History and Development of the Company—Capital Expenditures and Divestitures.”

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

C. Research and Development, Patents and Licenses, etc.

We have not had significant research and development activities for the past three years because we rely primarily on McDonald’s research and development. McDonald’s operates research and development facilities in the United States, Europe and Asia, and independent suppliers also conduct research activities that benefit McDonald’s and us.

D. Trend Information

Our business and results of operations have also recently experienced the following material trends, which we expect will continue in the near term:

• Social upward mobility in Latin America and the Caribbean: Historically, our sales have benefited, and we expect to continue to benefit, from our Territories’ population size, younger age profile and improving socio-economic conditions when compared to more developed markets. This has led to a modernization of consumption patterns and increased affordability of our offerings across socio-economic segments, leading to greater demand for our offerings. While consumer behavior will continue to be cyclical and dependent on macroeconomic activity, we expect to continue to benefit from this trend in the long term.

• Nutrition & Healthier products: Consumers are increasingly seeking so called “healthier” options and showing greater interest in understanding their nutritional content. Additionally, they are demanding more transparency about the origin of our products and how they are sourced.

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• Food offerings: Our beverages, core meals, desserts, breakfast items, reduced-calorie and sodium items have helped us remain relevant to our customers, especially as many are increasingly choosing products with offer prices, particularly through our digital channels.

• Increased competition in some markets: The popularity of the QSR concept in Latin America has attracted new competitors. Even though we have been able to protect our market share in many of these markets, mergers and acquisitions or additional funding by some of our competitors could lead them to expand, which might bring additional pressure to our market leadership and affect gross margins.

• Inflationary environment: Over the last few years, we have been able through our revenue management strategy to partially mitigate cost increase tied to inflation. However, inflation has been, and will continue to be, an important factor affecting our results of operations, specifically impacting our labor costs, supply chain, food and paper costs, occupancy and other operating expenses and general administrative expenses.

• Increased volatility of foreign exchange rates and impact of currency controls: Our results of operations have been impacted by increased volatility in foreign exchange rates in many of the Territories, particularly the significant devaluation of local currencies against the U.S. dollar. We expect that foreign exchange rates will continue to be an important factor affecting our foreign currency exchange results and the “Accumulated other comprehensive income (loss)” component of shareholders’ equity and, consequently, our results of operations and financial condition.

• Social unrest: The recent politically and economically complex scenario in the world, and specifically in Latin America has sparked social unrest in several countries, including Argentina, Brazil, Colombia, Mexico, Perú, Venezuela and Ecuador. Some of these events have disrupted our operations due to roadblocks, curfews, labor issues and other security-related measures, and in certain cases have resulted in property damage. In Mexico, for example, recent episodes of cartel-related violence have led to temporary disruptions in commercial activity and operations in certain areas. In addition, Mexico, has experienced waves of cartel-related violence in the recent past, following the death of the leader of the Jalisco New Generation Cartel, which led to the temporary closure of a significant number of our restaurants in Mexico during that time. Any continuation of or increase in social unrest in 2026 could lead to additional operational costs, a decline in sales or other negative impacts on our results.

• Environmental Consciousness: Over the last few years, our customers have demonstrated a growing interest in sustainable practices, including as it relates to limiting food waste and sourcing our ingredients and paper and packaging costs. In particular, movements such as the anti-plastic movement have gained momentum in recent years and caused us to make changes in the sourcing of our raw materials. We may need to make further changes in our supply chain and food and paper costs in the future in order to adequately respond to our customers’ focus on sustainability.

•Changing Consumer Trends: In 2023 and 2024, the restaurant industry continued to reflect a blending of “dining out” and “ordering in,” with consumers balancing value, convenience and experience as behaviors evolved following the pandemic. In 2025, however, the restaurant industry in Brazil experienced a significant decline in traffic, including in our restaurants, reflecting a more cautious consumer environment. At the same time, longer‑term trends such as demand for value, digital and mobile ordering, and personalization continued to shape diner expectations. Emerging health and wellness trends, including increased awareness and use of GLP‑1‑based medications, may also influence consumer eating habits and frequency of restaurant visits over time, although the full impact remains uncertain.

•Diversity & Inclusion Consciousness: There has been a growing consciousness in Latin American and Caribbean societies generally in living in a more respectful and tolerant environment. Activism on this matter has been growing, increasing the visibility and awareness of companies’ diversity and inclusion policies and activities. In particular, there has been a growing focus on activism in support of gender equality. We are making some changes in our operations, in line with our support of more gender equality, including, but not limited to, the implementation of gender neutral bathrooms in our restaurants.

•Artificial Intelligence: The rapid spread of the AI tools and their usage is changing the world and redefining many aspects of business. This brings many opportunities to manage the business more efficiently, also providing customers with more convenient, superior experiences. We are already using and testing several AI-generated tools in many aspects of the business to capture their full potential.

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E. Critical Accounting Estimates

See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Estimates.”

F. Safe Harbor

See “Forward-Looking Statements.”

ITEM 6. DIRECTORS, EXECUTIVE OFFICERS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors, Executive Officers and Senior Management

Board of Directors

Our Board of Directors currently consists of 13 members, eight of whom are independent directors. In case of a tie vote by the Board of Directors, the Executive Chairman will have the deciding vote. Our memorandum and articles of association authorize us to have eight members, and the number of authorized members may be increased or decreased by a resolution of shareholders or by a resolution of directors.

Pursuant to our articles of association, our Board of Directors is divided into three classes. There is no distinction in the voting or other powers and authorities of directors of different classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of shareholders in the year in which their term expires. At our most recent annual general meeting of shareholders, held on April 10, 2026, our shareholders re-elected Mr. Chu, Mr. Vélez, Mr. Fernández and Ms. Berman to serve as Class III directors, and elected Ms. Alice Staton and Mr. Mario Quintana to serve as Class I and Class III directors, respectively.

The classes are currently composed as follows:

•Mr. Woods Staton, Mr. Sergio Alonso, Mr. Francisco Staton and Ms. Alice Staton are Class I directors, whose term will expire at the annual meeting of shareholders to be held in 2027;

•Mr. Carlos Hernández-Artigas, Ms. Annette Franqui, Mr. Marcelo Rabach and Ms. Cristina Presz Palmaka De Luca are Class II directors, whose term will expire at the annual meeting of shareholders to be held in 2028; and

•Mr. Michael Chu, Mr. José Alberto Vélez, Mr. José Fernández, Ms. Karla Berman and Mr. Mario Quintana are Class III directors, whose term will expire at the annual meeting of shareholders to be held in 2029.

Any additional directorships resulting from an increase in the number of directors and any directors elected to fill vacancies on the board will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company. Any director may be removed, with or without cause, by a resolution of shareholders or a resolution of directors. Our directors do not have a retirement age requirement under our memorandum and articles of association.

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The following table presents the names of the members of our Board of Directors:

Name	Position	Age
Woods Staton	Executive Chairman	76
Marcelo Rabach	Director	56
Sergio Alonso	Director	63
Annette Franqui	Director	64
Carlos Hernández-Artigas	Director	61
Michael Chu	Director	77
José Alberto Vélez	Director	76
José Fernández	Director	64
Francisco Staton	Director	45
Cristina Presz Palmaka De Luca	Director	58
Karla Berman	Director	45
Alice Staton	Director	43
Mario Quintana	Director	59

The following is a brief summary of the business experience of our directors. Unless otherwise indicated, the current business addresses for our directors is Río Negro 1338, First Floor, Montevideo, Uruguay (CP 11100) and Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina (B1636 FFB).

Woods Staton. Mr. Woods Staton is the founder and controlling shareholder of Arcos Dorados as well as the Executive Chairman of the Company’s Board of Directors. Mr. Staton previously served as the Company’s first CEO, holding the position from the Company’s founding in 2007 until October 2015. Mr. Staton began his career in the McDonald’s system in the mid-1980s, as Country Manager for Argentina. Shortly thereafter, he became McDonald’s Joint Venture partner for Argentina and, in 1986, opened the country’s first McDonald’s restaurant in Buenos Aires. During his tenure as JV partner, he was closely involved with the opening of both the Chilean and Uruguayan markets, later becoming President of McDonald’s South Latin American Division (SLAD). He founded Arcos Dorados after acquiring the Master Franchise rights, along with three private equity partners, for the territories across Latin America and the Caribbean that comprise the Company’s operating footprint. Mr. Staton is a co-founder of Endeavor Argentina, a foundation that promotes entrepreneurship in that country and has since expanded to several other countries. He is on the Latin America Advisory Board of Harvard Business School and is a Supervisory Board Member of IMD in Switzerland. He was recently invited to be on the Board of Trustees of Ronald McDonald House Charities (RMHC) in Chicago. He has also served as the Chair of the Advisory Board of the Woodrow Wilson Center for Latin America for eight years. Mr. Staton holds an MBA from the International Institute for Management Development (IMD) in Switzerland and a bachelor’s degree in economics from Emory University in Atlanta, Georgia (USA).

Marcelo Rabach. Mr. Rabach was our Chief Executive Officer from July 2019 until July 2025. Before his appointment as Chief Executive Officer, he was the Chief Operating Officer from August 2015 to July 2019, Divisional President for NOLAD from 2013 to August 2015, Vice President of Operations Development since 2012 and Divisional President in Brazil since 2008. He began his career at McDonald’s Argentina in 1990 and has over 30 years of line operations experience, starting as a crew employee and steadily advancing into larger operational roles. From 1999 until his appointment as McDonald’s Chief Operating Officer in Venezuela in 2005, Mr. Rabach was responsible for the operations, real estate, construction, human resources, local store marketing, and training and franchising of a region within Argentina, holding the positions of Operations Manager and Operations Director. He was the Chief Operating Officer in Venezuela from 2005 until 2008. Mr. Rabach graduated with a degree in Business Administration from Universidad Argentina de la Empresa in 2002.

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Sergio Alonso. Mr. Alonso has been a member of our board of directors since 2010. Mr. Alonso was our Chief Executive Officer from 2015 to 2019 after serving as our Chief Operating Officer from 2007 to 2015. Prior to that, he was McDonald’s Divisional President in Brazil. Mr. Alonso began his career at McDonald’s as Accounting Manager and subsequently moved to the operations area, being promoted to Vice President of Operations after six years. From 1999 until 2003, Mr. Alonso was involved in the development of the Aroma Café brand in Argentina. In February 2023, Mr. Alonso was appointed as a Member of the Board of Directors of Universidad Austral, one of the most prestigious private universities in Argentina, where he also chairs the Finance and Administration Committee. Mr. Alonso graduated with a degree in Accounting from Universidad de Buenos Aires in 1986. Mr. Alonso has completed the Corporate Director Certification Program at Harvard Business School.

Annette Franqui. Ms. Franqui has been a member of our board of directors since 2007. She is the Chair of the Finance Committee and is also a member of the Compensation and Nomination Committee of the Board of Directors of Arcos Dorados. She graduated with a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania in 1984 and an MBA from the Stanford Graduate School of Business in 1986. She is also a Chartered Financial Analyst. Ms. Franqui has significant experience serving on public boards as well as a finance executive in the region. Ms. Franqui began her career in 1986 with J.P. Morgan and joined Goldman Sachs in 1989. In 1994, she returned to J.P. Morgan where she became a Managing Director and the Head of the Latin America Research Department. Ms. Franqui joined Panamerican Beverages Inc. (NYSE: PB) in 2001 as Vice President of Corporate Finance and became the Chief Financial Officer in 2002. She is one of the founding partners of Forrestal Capital, a business and investment advisory firm formed in 2003 to service the original Latin American founding families of Panamerican Beverages Inc. Ms. Franqui also serves on the boards of directors of Affiliated Managers Group, Inc. (NYSE: AMG), where she is the Chairman of the Audit Committee, and OFG Bancorp (NYSE: OFG), where she is a member of both the Compensation Committee and the Chairman of the Nominating and Governance Committee. She also served on the board of directors of the not-for-profit AARP, from 2014 to 2023, serving as Chair during her last three years.

Carlos Hernández-Artigas. Mr. Hernández-Artigas is an independent member of our board of directors. He joined our board in 2007 and is Chairman of the Compensation and Nomination Committee. Mr. Hernández-Artigas worked as a lawyer for several years in Mexico and as a foreign attorney in Dallas, Texas and New York. He served as the General Counsel, Chief Legal Officer and Secretary of Panamco for ten years. He is an advisor at Big Sur Partners in Miami, Florida and is currently a board member of MAC Hospitales in Mexico. He graduated from the Escuela de Derecho at Universidad Panamericana, in 1987 and University of Texas at Austin, School of Law in 1988. He received an MBA from IPADE in Mexico City in 1996.

Michael Chu. Mr. Chu has been an independent member of our board of directors since April 2011 and is a member of our Audit Committee. He graduated with honors from Dartmouth College in 1968 and received an MBA with highest distinction from the Harvard Business School in 1976. From 1989 to 1993, Mr. Chu served as an executive and limited partner in the New York office of the private equity firm Kohlberg Kravis Roberts & Co. From 1993 to 2000, Mr. Chu was with ACCION International, a nonprofit corporation dedicated to microfinance, where he served as President and CEO and participated in the founding and governance of various banks in Latin America. Mr. Chu currently holds an appointment as Executive Education Fellow at the Harvard Business School, after retiring from 21 years on the Faculty where he served as Chair for Latin America. He is also Partner Emeritus and cofounder of the IGNIA Fund, a venture capital firm dedicated to investing in disruptive business models serving the emerging middle class and low-income populations in Mexico and Latin America. He was a founding partner of, and continues to serve as Senior Advisor to, Pegasus Group, a private equity firm in Buenos Aires.

José Alberto Vélez. Mr. Vélez has been an independent member of our board of directors since June 2011 and is a member of our Audit Committee. Mr. Vélez received a Master of Science degree in Engineering from the University of California, Los Angeles, and a degree in Administrative Engineering from Universidad Nacional de Colombia. Mr. Vélez previously served as the CEO of Suramericana de Seguros, the leading insurance company in Colombia, and as the CEO of Inversura, a holding company that integrates the leading insurance and social security companies in Colombia. He was the Chief Executive Officer of Cementos Argos S.A. between 2003 and 2012. From 2012 until March 2016, he was the President of Grupo Argos, a holding group with investments in cement, energy and infrastructure concessions (roads and airports). He is currently a member of the Boards of Directors of Grupo Crystal, Grupo Daabon in Colombia and the Board of Trustees of the Universidad EAFIT in Colombia. Mr. Vélez is also a member of the Latin American Chapter of the Wilson Center in Washington D.C. In addition, Mr. Velez has been a member of the Board of Trustees of the “Fundacion Fraternidad” since 1998, a non-profit organization that grants college scholarships for students from rural areas in Colombia.

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José Fernández. Mr. Fernandez is an independent member of our board of directors. He joined our board on October 1, 2013 and is currently a member of our Audit Committee. He also previously served as a member of the Compensation and Nomination Committee. Mr. Fernández was the Divisional President for SLAD until 2013. He held the positions of Development Director, Development Vice President and Managing Director of McDonald’s Argentina before becoming the Divisional President for SLAD. In August 2019, Mr. Fernández was appointed as a member of the board of directors of Cencosud Shopping S.A. (CENCOMALLS.SN) in Chile and he has been a member of the board of directors of The Fresh Market Inc., NC, USA since July 2022.Mr. Fernández is a Mechanical Engineer with a degree from Instituto Tecnológico Buenos Aires and began his career at McDonald’s in 1986.

Francisco Staton. Mr. Staton has been a member of our board of directors since April 2018 and Chief Strategy Officer since July 2025. Prior to that, Mr. Staton served in several leadership positions at Arcos Dorados, including Divisional President for SLAD, Divisional President for the Caribbean Division and Managing Director for Colombia, Aruba, Curaçao and Trinidad & Tobago. He joined the Arcos Dorados executive team in 2013 as Senior Manager of Business Development for our NOLAD Division. Prior to serving as Senior Manager of Business Development for our NOLAD Division, he held different operating roles within the organization and also worked as a consultant at the Boston Consulting Group office in Buenos Aires. Mr. Staton completed his undergraduate studies at Princeton University in 2003, and subsequently earned an MBA from Columbia Business School in 2010. He has served on the board of Princeton in Latin America since 2015. Mr. Staton is the son of our Executive Chairman, Woods Staton.

Cristina Presz Palmaka De Luca. Ms. Palmaka has been an independent member of our board of directors since November 12, 2019. Ms. Palmaka served as President of SAP Latin America for five years, following seven years as President of SAP Brazil. Ms. Palmaka also serves on the board of directors of C&A and Telefônica Brasil. She also serves on the Digital/Strategy Committee of Eurofarma. Ms. Palmaka holds an accounting degree from Fundação Álvares Penteado (Brazil) and received her MBA from Fundação Getúlio Vargas (Brazil). She also holds a master’s degree in International Business & Marketing from the University of Texas.

Karla Paola Berman Martin. Ms. Berman has been an independent member of our board of directors since 2023. Ms. Berman has an Industrial Engineering degree from Universidad Iberoamericana of Mexico City, Mexico, and has an MBA from Harvard Business School. Ms. Berman began her career in Mexico as a reporter for the newspaper Reforma in 2002. She then worked at McKinsey & Company in Mexico from 2003 until 2005. From 2006 until 2012 she joined Grupo Expansion (Time Inc.) as Digital Director. In 2012, Ms. Berman joined Google Mexico, working as head of branding solutions for Spanish Latam and held this role until 2015 and was a CPG Sales Director from 2016 to 2020. From 2020 until November 2021, Ms. Berman was VP of sales and Chief Marketing Officer for Yalo Mexico, and most recently she was a Director for Softbank in Mexico. Ms. Berman was a former board member of Mezcal Amarás and of the investment committee of IGNIA. She currently is a board member for Mendel, a board member for Endeavor Mexico and member of the Latin America Advisory Board for Harvard Business School. Ms. Berman is an angel investor, non-executive co-founder of NaranXadul.com, the largest Mommy blog in Mexico, and participates in the Mexican version of the TV show Shark Tank.

Alice Staton. Ms. Staton worked in the retail industry for several years, before completing a two-year leadership development program in our Buenos Aires corporate office. Ms. Staton was also closely involved in our charitable activities and has been an observer on our board. She graduated from Duke University in 2005 and received an MBA from London Business School in 2013. Ms. Staton is the daughter of our Executive Chairman, Woods Staton.

Mario Quintana. Mr. Quintana has more than thirty years of professional experience in business, entrepreneurship, and public service. He began his professional career in the Strategic Planning Division at Siemens AG and later joined McKinsey & Company after completing his MBA. Mr. Quintana is co-founder of Farmacity, Argentina’s leading drugstore chain, where he was CEO for two years and Chairman of the Board for twelve years. He is also co-founder of Pegasus, a private equity and real estate investment firm, where he served as Managing Partner for fifteen years. In 2015, Mr. Quintana was appointed Vice Chief of Cabinet of Argentina, a coordinating role within the executive branch, a position he held until 2018. In recent years, Mr. Quintana has been actively engaged in impact initiatives focused on ecosystem regeneration and climate change, as well as projects in emotional and spiritual education. He is also the co-author, together with Brother David Steindl-Rast, of two books on spirituality. Mr. Quintana obtained a Bachelor’s degree in Economics from the University of Buenos Aires and an MBA from INSEAD, with distinction.

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Executive Officers

Our executive officers are responsible for the overall management and representation of our company. All of our executive officers have worked in the food service industry for several years. Our executive officers were appointed by our Board of Directors for an indefinite term.

The following table lists our current executive officers:

Name	Position	Initial Year of Appointment	At Arcos Dorados Since
Woods Staton	Executive Chairman	2007	1986
Luis Raganato	Chief Executive Officer	2025	1991
Carlos González	Chief Operating Officer	2025	2000
Mariano Tannenbaum	Chief Financial Officer	2017	2008

The following is a brief summary of the business experience of our executive officers who are not also directors. Unless otherwise indicated, the current business addresses for our executive officers is Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina (B1636 FFB) and Río Negro 1338, First Floor, Montevideo, Uruguay (CP 11100).

Luis Raganato. Mr. Raganato, 55, has been our Chief Executive Officer since July 2025. Prior to his appointment, he was our Chief Operating Officer from July 2019 to July 2025, Divisional President for the Caribbean, and before that, the General Director of Arcos Dorados in Peru. Mr. Raganato began his career at Arcos Dorados in 1991 as a Trainee in the Nuevocentro Shopping location in the province of Córdoba, Argentina and has held various positions in Operations Management over the years. Mr. Raganato holds a Bachelor’s degree in Business Administration from Instituto Aeronáutico de Argentina, a Master’s degree in Marketing and Business Development from Escuela Superior de Estudios de Marketing de Madrid and an MBA from Universidad de Piura, Peru.

Carlos Gonzalez. Mr. Gonzalez, 61, has been our Chief Operating Officer since July 2025. Prior to his appointment, Mr. Gonzalez served as Divisional President for SLAD and as Arcos Dorados’ Managing Director for Chile, beginning in 2011. He began his career in the financial and automotive sectors before joining McDonald’s Chile in 2000. During his tenure, Mr. Gonzalez held various operational and leadership roles within the Company. He has a degree in Public Administration from the University of Chile in 1989 and has completed various postgraduate studies in marketing and management as well as a Masters in Business Management from Adolfo Ibáñez University.

Mariano Tannenbaum. Mr. Tannenbaum, 52, is our Chief Financial Officer. He joined Arcos Dorados in 2008 and has held several positions at the corporate level, with his last position being Senior Director of Corporate Finance. Previously, Mr. Tannenbaum had a long international career in Europe and the United States. He worked for the IFG Group in Switzerland, for Tyco International in Switzerland and Princeton, New Jersey and for Sabre Holdings in London. He began his career working for an economic consulting firm in Argentina as well as for the Argentine government, as part of the Ministry of Treasury and Public Finances. Mr. Tannenbaum has an economics degree from the Universidad de Buenos Aires, a Master’s in finance from the Universidad Torcuato Di Tella and an MBA with a concentration in finance from the London Business School.

Senior Management

We have a strong centralized management team led by Mr. Woods Staton, our Executive Chairman, and Mr. Luis Raganato, our CEO, with broad experience in development, revenue, supply chain management, operations, finance, marketing, legal affairs, human resources, communications, sustainability, training, information and technology, among others. Our senior management team (which includes our executive officers) is responsible for the day-to-day management of our operations. Most of our senior management team has worked in the food service industry for several years. Many of the members of the management team have a long history with McDonald’s operations in Latin America and the Caribbean and with Mr. Raganato, as they have worked together as a team for many years.

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The following table lists our current senior management:

Name	Position	Initial Year of Appointment	At Arcos Dorados Since
Sebastian Magnasco	Vice President of Development	2007	1994
Marlene Fernandez	Vice President of Government Relations	2011	2009
Daniel Schleiniger	Vice President of Investor Relations	2015	2014
David Grinberg	Vice President of Corporate Communications	2018	2010
Santiago Blanco	Chief Marketing and Digital Officer	2019	2019
Gustavo Pascualino	Divisional President—NOLAD	2021	1989
Magdalena Gonzalez Victorica	Chief Innovation and Technology Officer	2021	1999
Gabriel Serber	Vice President of Social Impact and Sustainable Development	2021	1990
Rogerio De Moraes Barreira	Divisional President—Brazil	2022	1984
Luana Matos	Vice President of People and Culture	2023	2023
Esteban Sequeira	Divisional President—SLAD	2024	2000
Francisco Staton	Chief Strategy Officer	2025	2013
Philippe De Grivel	Vice President of Supply Chain	2025	2025
Roman Ajzen	Chief Legal Officer	2025	2025

The following is a brief summary of the business experience of our senior management team who are not also executive officers. Unless otherwise indicated, the current business addresses for our senior management team is Roque Saenz Peña 432, Olivos, Buenos Aires, Argentina (B1636 FFB) and Río Negro 1338, First Floor, Montevideo, Uruguay (CP 11100).

Sebastian Magnasco. Mr. Magnasco, 56, is our Vice President of Development and served, prior to his appointment as such in 2007, in the same capacity in SLAD. He graduated in 1990 with a degree in Engineering from Instituto Tecnológico Buenos Aires and completed a post graduate Management Development Program in Business from I.A.E. Management and Business School in 2001. He began his career at McDonald’s in 1994 and held the positions of Real Estate & Equipment Director of Argentina and IT, Real Estate and Equipment Director of Argentina until his appointment as Vice President of Development of SLAD in 2005.

Marlene Fernandez. Ms. Fernandez, 64, is Corporate Vice President for Government Relations and Leader of the Diversity and Inclusion Committee. Prior to joining Arcos Dorados in 2009, she served as an elected Member of the House of Representatives in Bolivia where she held various leadership positions, including Ambassador of Bolivia to the United States of America, Ambassador to the Organization of American States, Ambassador to the Government of Italy and Representative of Bolivia to different specialized agencies of the United Nations. She was also Bureau Chief and Main Political Correspondent for CNN Spanish in Washington, D.C. Ms. Fernandez holds a Master of Science in Broadcast Journalism from Boston University, graduated Summa Cum Laude from the Universidad Argentina John. F. Kennedy and has completed courses in Finance for Executives, Strategic Communications, Conflict Resolution and Negotiations in Conflict at Harvard University.

Daniel Schleiniger. Mr. Schleiniger, 52, is our Vice President of Investor Relations. He joined Arcos Dorados in 2014 and, after leaving us to serve as Vice President of Investor Relations for BrightView Holdings, Inc. from October 2018 to December 2019, Mr. Schleiniger rejoined the Company in January 2020. Prior to joining Arcos Dorados, he worked at the Cisneros Group from 2000 to 2014, holding positions in investor relations, finance and treasury. Mr. Schleiniger’s experience also includes equity research at Morgan Stanley, corporate banking with Unibanco and consulting work for Wharton Econometric Forecasting Associates (WEFA). He holds a Bachelor of Science degree in chemistry as well as an MBA with a concentration in finance, both from the University of Delaware.

David Grinberg. Mr. Grinberg, 47, is our Vice President of Corporate Communications. Mr. Grinberg joined Arcos Dorados in 2010, as Sports Marketing Director to coordinate our sponsorship of the FIFA World Cup Brazil 2014 and 2016 Rio Olympic Games. He later served as Corporate Communications Director for the Brazil Division, before assuming his current role. Mr. Grinberg came from Samsung of Brazil where he led the Sports Marketing and Communications team. Prior to that, he served as Corporate Communications Director, Brazil Division of Nike. Mr. Grinberg holds a Bachelor’s Degree in Social Communication from FIAM in São Paulo, Brazil and a Master’s Degree in Corporate Communication & Public Affairs from the Cásper Líbero Foundation, also in São Paulo, Brazil.

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Santiago Blanco. Mr. Blanco, 55, is our Chief Marketing and Digital Officer. He joined the company in 2019 and is responsible for designing and implementing the marketing and digital strategy. Prior to joining Arcos Dorados, he worked for The Coca-Cola Company where he held senior level Marketing positions in Asia Pacific, North America and Latin America. Mr. Blanco holds a Bachelor’s degree in Marketing from the Instituto Tecnológico de Monterrey and an MBA from University of Texas at Austin.

Gustavo Pascualino. Mr. Pascualino, 57, was appointed Divisional President for NOLAD in April 2021. Prior to his promotion, Mr. Pascualino served as Operations Vice President for the Brazil Division, beginning in 2016. He began his career in 1989 as a crew member in Buenos Aires, Argentina. In addition to his most recent role in Brazil, Mr. Pascualino held various leadership positions in operations, including Operations Director for Puerto Rico and the Caribbean Division and Corporate Operations Development Director. Mr. Pascualino has a degree in Marketing from Universidad de Morón in Buenos Aires, Argentina, and has also received executive training from the IAE Business School in Argentina and the University of Miami.

Magdalena Gonzalez Victorica. Ms. Gonzalez Victorica, 51, has served as the Company’s Chief Innovation and Technology Officer since October 2021. She joined the Company’s Finance Department in Argentina in September 1999 and, following the formation of Arcos Dorados, played a key role in the implementation and leadership of information technology initiatives across Latin America. She was also instrumental in the establishment and subsequent leadership of the Company’s Shared Services Center. In January 2011, she was appointed Business Services Director, assuming responsibility for Technology, Projects, and the Shared Services Center. She later led the Company’s Experience of the Future (EOTF) restaurant modernization initiative, which resulted in the opening of the first EOTF restaurant at the end of 2016. Beginning in 2019, Ms. Gonzalez Victorica took on responsibility for the Company’s Digital Factory, “ADvance,” created to accelerate Arcos Dorados’ digital transformation efforts across the organization. Ms. Gonzalez Victorica holds a Bachelor’s Degree in Accounting from Universidad Católica Argentina.

Gabriel Serber. Mr. Serber, 54, is our Vice President of Social Impact and Sustainable Development. He started his career in 1990 as a crew member in one of our restaurants in Buenos Aires, Argentina. He rose through the operation’s ranks until 2002, where he moved to McDonald’s global headquarters in Chicago to work as an operations manager, among other roles. He continued his tenure in Europe based in Paris where he was responsible for leading the deployment of several operational programs in Spain, Italy, Belgium, Holland, Portugal, Switzerland, Morocco and Greece. In 2008, he returned to Argentina in the role of Corporate Director of Operations Development. In 2013, he was transferred to Puerto Rico, where he was promoted to Managing Director for the Caribbean Region. In 2017, he returned to Argentina as Managing Director for that market. Finally, in 2019, he assumed the leadership of our Social Impact and Sustainable Development team, where he oversees all ESG matters for Arcos Dorados. Mr. Serber is a business graduate from Universidad Nacional de General San Martin in Buenos Aires, Argentina and has completed post graduate studies at the IAE Business School.

Rogerio Barreira. Mr. Barreira, 57, was appointed Divisional President for Brazil in July 2022. Prior to his appointment, Mr. Barreira served as Vice President of Operations for the Brazil Division. He also served as Divisional President for NOLAD, from October 2015 to March 2021. Mr. Barreira began his career at McDonald’s Brazil in 1984, starting as a crew employee and steadily advancing into more senior operational roles in Brazil. Mr. Barreira holds an MBA from Fundação Getulio Vargas in Brazil and also holds a degree in Marketing and Business Planning from Anhembi-Morumbi University in Brazil. Additionally, he received executive training from IAE Business School in Argentina and IPADE Business School in Mexico and the U.S.

Luana Matos. Ms. Matos, 52, was appointed Vice President of People and Culture on April 17, 2023. She brings more than 30 years of experience leading organizational transformations and people strategies in fast‑paced industries. Ms. Matos rejoined Arcos Dorados in April 2023, having previously served as HR Director for International Markets at BRF, based in Dubai. Earlier in her career, she held senior leadership roles as HR Director for Arcos Dorados Brazil, Chief Human Resources Officer at Nextel Telecommunications, and talent leadership positions at IBM Latin America. She began her professional career as a management consultant at PwC. She holds a degree in Economics from FAAP – Fundação Armando Alvares Penteado, an MBA in Business and Communications from ESPM, and a specialization in Human Resources from London Business School.

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Esteban Sequeira. Mr. Sequeira, 47, was appointed Divisional President for SLAD, beginning in July 2025. He joined the Company in 2015 and has since held key leadership roles, including Managing Director for Costa Rica for nearly a decade and, most recently, Managing Director for Chile. Throughout his career, he led structural transformation processes and high-performing teams across the region. Mr. Sequeira holds a Global MBA in Business Management from Esden Business School in Madrid, Spain, and a Bachelor’s degree in Business Administration and Finance from the University of Tennessee, Knoxville, where he served as President of the Ronald McDonald House Charities, beginning his long-standing involvement with that organization.

Philippe De Grivel. Mr. de Grivel, 58, is our Vice President of Supply Chain. He joined the company in May 2025 and has a broad and successful track record in supply chain and procurement within the quick service restaurant and retail industries. For more than twenty years, Mr. de Grivel has held senior executive positions worldwide for companies including Subway, Starbucks, KFC and Vivarte. He has also served as an advisor and board member for industry organizations and companies both in the public and private sectors. Mr. de Grivel holds a Law degree from Paris-Pantheon-Assas University, Masters degrees in both Business Management and Law from Université Paris Dauphine and a postgraduate degree in Law from the University of Paris I: Panthéon-Sorbonne. He has also completed several executive education programs in food production and processing, sustainability management and digital business, among others.

Roman Ajzen. Mr. Ajzen, 43, was appointed as our Chief Legal Officer on October 1, 2025. Mr. Ajzen has extensive experience advising public and private companies across Americas, including as external counsel and general counsel. Prior to joining Arcos, Mr. Ajzen was a vice president at Forrestal Capital, where he was responsible for overseeing a portfolio of private direct investments. From 2015 to 2019, Mr. Ajzen was a senior vice president at Macquarie Infrastructure and Real Assets based in Mexico City, where his responsibilities included being general counsel of FIBRA Macquarie, a publicly listed Mexican REIT, and leading M&A and project finance transactions across the Americas. From 2008 to 2015, Mr. Ajzen was an associate in the corporate department of Davis Polk & Wardwell’s New York and London offices, with a focus on Latin American capital markets transactions and public company advisory. Mr. Ajzen earned a Juris Doctor from Stanford Law School and a Bachelor of Arts from Stanford University. Mr. Ajzen is the son-in-law of our Executive Chairman, Woods Staton and the husband of Alicia Staton, a member of our board of directors.

B. Compensation

Long-term and Equity Incentive Plans

Equity Incentive Plans

The 2011 Plan

In March 2011, we adopted an Equity Incentive Plan (the “2011 Plan”), to attract and retain the most highly qualified and capable professionals and to promote the success of our business. The 2011 Plan is being used to reward certain employees for the success of our business through an annual award program. The 2011 Plan permits grants of awards relating to class A shares, including awards in the form of share (also referred to as stock) options, restricted shares, restricted share units, share appreciation rights, performance awards and other share-based awards as will be determined by our Board.

The maximum number of shares that may be issued under the 2011 Plan is 5,238,235 class A shares, equal to 2.5% of our total outstanding class A and class B shares immediately following our initial public offering on April 14, 2011. As of December 2025, no shares remain available for issuance under this plan. On February 27, 2026, we filed a post-effective amendment on Form S-8 to deregister the shares of Class A shares issuable under the 2011 Plan, as we are no longer able to issue shares under such plan.

Phantom RSU Awards

In May 2019, we implemented a long-term incentive plan (“Phantom RSU Awards”) to reward employees by giving them the opportunity to benefit from the Company’s creation of value for its shareholders. In accordance with this plan, we grant units (“Phantom RSUs”) to certain employees, pursuant to which they are entitled to receive a cash payment equal to (i) the closing price of one Class A share per unit on the respective vesting date plus (ii) the corresponding dividends per-share (if any) formally paid between the grant and vesting dates of such Phantom RSU. In the event a recipient’s employment with us terminates for any reason (other than death, disability or retirement), all unvested Phantom RSUs shall be forfeited in their entirety without any payment due to the recipient.

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Phantom RSU awards granted under the plan are subject to different vesting schedules, as set forth in the applicable award agreements. These vesting schedules currently include:

•awards granted annually that vest in full on the first anniversary of the grant date; and

•awards granted annually that vest in full on the third anniversary of the grant date.

We recognize compensation expense related to these benefits on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. The total compensation cost as of December 31, 2025, 2024 and 2023, relating to the Phantom RSUs amounted to $4.6 million, $1.0 million and $15.6 million, respectively, and is recorded under “General and administrative expenses” within the consolidated statement of income. The accrued liability is remeasured at the end of each reporting period until settlement.

The following table shows Phantom RSUs outstanding as of December 31, 2025, by grant date and vesting schedule:

Date of grant	Phantom RSUs vesting on the third anniversary of the grant date	Phantom RSUs vesting within one year of the grant date
May 10, 2023	586,633	—
May 10, 2024	504,305	—
May 10, 2025	750,568	39,904

See Note 18 to our consolidated financial statements for additional information.

Compensation of Directors and Officers

General

The approximate aggregate annual total cash compensation for our executive officers and senior management team in 2025 was $13.7 million. The approximate annual total cash compensation for our directors in 2025 was $1.2 million.

In the year ended December 31, 2025, each of the members of our Board of Directors received 4,998 Phantom RSUs, with the exception of Woods Staton, who received 72,007 Phantom RSUs, and Marcelo Rabach and Francisco Staton, who did not receive any Phantom RSUs. In addition, our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, received 34,675, 32,224 and 14,970 Phantom RSUs, respectively, during 2025.

We have not entered into any service contracts with our directors to provide for benefits upon termination of employment.

C. Board Practices

Our Committees

Audit Committee

Our audit committee consists of four directors, Mr. Michael Chu (chairman of the committee), Mr. José Alberto Vélez, Mr. José Fernández and Ms. Cristina Presz Palmaka De Luca, who was appointed to the audit committee in October 2025, each of whom is independent within the meaning of the SEC and NYSE corporate governance rules applicable to foreign private issuers. Our Board of Directors has determined that Mr. Chu, Mr. Vélez, Mr. Fernández and Ms. Presz Palmaka De Luca are also “audit committee financial experts” as defined by the SEC.

The charter of the audit committee states that the purpose of the audit committee is to assist the Board of Directors in its oversight of:

• the integrity of our financial statements;

• the annual independent audit of our financial statements, the engagement of the independent auditor and the evaluation of the qualifications, independence and performance of our independent auditor;

• the performance of our internal audit function; and

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• our compliance with legal and regulatory requirements.

Compensation and Nomination Committee

Our compensation and nomination committee consists of Mr. Carlos Hernández-Artigas (chairman of the committee), Ms. Annette Franqui and Mr. Sergio Alonso. Pursuant to its charter, the compensation and nomination committee is responsible for, among other things:

• approving corporate goals and objectives relevant to compensation, evaluating the performance of executives in light of such goals and objectives and recommending compensation based on such evaluation, recommending any long-term incentive component of compensation and approving the compensation of our executive officers;

• reviewing and reporting to the board of directors on our management succession plan and on compensation for directors;

• evaluating our compensation and benefits policies;

• evaluating the structure of our board of directors;

• nominating candidates to executive positions and to the board of directors; and

• reporting to the board periodically.

Finance Committee

Our Finance committee was created by the Board of Directors in December, 2021. The Finance Committee consists of Ms. Annette Franqui (chair of the committee), Mr. Sergio Alonso and Mr. Woods Staton. Pursuant to its charter, the Finance committee is responsible for, among other things:

•reviewing and making recommendations to the Board with respect to the Company’s capital structure, indebtedness, debt management and capital markets operations;

•recommending to the Board of Directors dividends to shareholders and other shareholder actions;

•reviewing policies with respect to financial risk assessment and financial risk management, when deem necessary;

•reviewing any significant financial exposure and contingent liabilities of the Company, including foreign exchange, interest rate, and commodities exposure and the use of derivatives to hedge those risks; and

•reviewing the financial aspects of insurance programs with management.

D. Employees

Our employees are a crucial component of our customers’ restaurant service experience. As such, we consistently train our employees to deliver fast and friendly service through a series of training programs. We support our McDonald’s-based training programs with an extensive set of quality controls throughout production, processing and distribution and also in our restaurants, where we monitor restaurant managers’ performance and use ongoing external customer satisfaction opportunity reports that analyze key operating indicators.

Our employees can be divided into three different categories: crew, restaurant managers and professional staff. Due to the different tasks of each of these categories of employees, turnover rates differ significantly. Crew turnover is considerably higher than turnover for managers and professional staff.

As of December 31, 2025, we had a total of approximately 96,782 employees in Company-operated restaurants and staff throughout the Territories. Of this number, 82% were crew, 15% were restaurant managers and the remainder were professional staff. Approximately 39% of our employees were located in Brazil.

We have various types of employment arrangements with our employees in Brazil. Some of our employees receive monthly wages whereas others are paid by the hour, and all of our employees have fixed work schedules due to a settlement signed with Labor Prosecutor Office of the State of Pernambuco. A portion of our employees in Brazil, in particular part-time employees, students and apprentices, work schedules of less than 180 hours per month. Brazilian law requires that employers

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provide a minimum monthly wage, which, in the case of employees who are paid by the hour, is prorated in terms of wages per hour.

The following table illustrates the distribution of our employees by division and employee category as of December 31, 2025.

Division	Crew	Restaurant Managers	Professional Staff	Total
Brazil	29,713	7,136	998	37,847
NOLAD	18,165	3,412	688	22,265
SLAD	31,165	4,138	915	36,218
Corporate and other	0	0	452	452
Total	79,043	14,686	3,053	96,782

Restaurant managers are responsible for the daily management of our restaurants. As such, we have a comprehensive training program for them that is focused on customer management practices, food preparation and other operational procedures. Standards are taught and continuously reinforced through the use of such training programs. We also use performance measurements on a continual basis, both internally and externally in connection with all our restaurants. Our internal on-site visit restaurant operations improvement process evaluates operational standards, which are compared globally to assure continuous improvement. We also contract third parties, which we refer to as third-party shoppers, to visit our restaurants anonymously and report on our performance. Our external third-party shopper measurements and customer satisfaction opportunity reports help maintain our competitiveness. In addition, Hamburger University provides restaurant managers, mid-managers and owner/operators with training on best practices in different aspects of our business. In 2025, approximately 200,000 people attended different courses or events, in person or online, organized by Hamburger University in areas such as restaurant and customer management, sales, diversity and inclusion, leadership and digital transformation.

The role performed by our crew is of critical importance in our interactions with our customers. Employee relations are thus key to maintaining the level of motivation and enthusiasm on the part of our crew that help differentiate our restaurants from those of our competitors. We have been recognized by many independent organizations for being a “great place to work.”

Although we have unions in some of our most important markets, including Brazil, Argentina and Mexico, the unions only have an active role in our Brazilian restaurants. In these markets, the restaurant industry is unionized by law. However, in Brazil every employee and company are necessarily represented by unions. Workers unions can negotiate directly with companies through Collective Bargaining Agreements (“CBAs”), or with the company’s union through Collective Convention. Under Brazilian law, employees or groups of employees cannot opt-out of the terms under union agreements, which integrate the employment contract for all legal purposes. In Brazil, the CBA or the Collective Convention should provide, on a yearly basis, the salary adjustment to be afforded by all employees, and may also provide certain additional guarantees or rights, to be applicable to all employees, regardless of their unit or position in the company, during a certain term (maximum of two years). All collective agreements are mandatory in Brazil.

On November 11, 2017, an overhaul in the labor laws in Brazil (the “Labor Overhaul”) entered into effect and brought significant changes to labor relations and labor law itself. The Labor Overhaul introduces and changes several articles of the Consolidated Labor Statutes aiming to give more flexibility and legal certainty to the legal framework around labor relations thus meeting current demands of modern society. Out of several changes made in the Labor Overhaul, the most relevant for us is a change providing that collective labor agreements (CBAs or Collective Convention) will now prevail over statutory law in certain circumstances, giving priority to what has been agreed over what has been legislated and providing greater autonomy to the parties.

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E. Share Ownership

The following table presents the beneficial ownership of our shares owned by our directors, officers and senior management as of the date of this annual report. Other than those persons listed below, none of our directors, officers or senior management beneficially own any of our shares.

Shareholder	Class A Shares	Percentage of Outstanding Class A Shares(1)	Class B Shares	Percentage of Outstanding Class B Shares		Total Economic Interest(1)		Total Voting Interest(2)
Los Laureles Ltd.(3)(4)	—	—	80,000,000	100.00	%	37.98	%	75.38	%
Woods Staton(4)	106,129	0.08%	—	—		0.05	%	0.02	%
Sergio Alonso	238,935	0.18%	—	—		0.11	%	0.05	%
Annette Franqui	30,940	0.02%	—	—		0.01	%	0.01	%
Carlos Hernández-Artigas	343,554	0.26%	—	—		0.16	%	0.06	%
Michael Chu	10,796	0.01%	—	—		0.01	%	0.00	%
José Alberto Vélez	*	*	—	—		*		*
Cristina Presz Palmaka De Luca	*	*	—	—		*		*
Karla Berman	*	*	—	—		*		*
Mario Quintana	15,000		—	—		0.01	%	0.00	%
Alice Staton	*	*	—	—		*		*
Roman Ajzen	*	*	—	—		*		*
Philippe De Grivel	*	*	—	—		*		*
José Fernández	44,203	0.03%	—	—		0.02	%	0.01	%
Marcelo Rabach	62,011	0.05%	—	—		0.03	%	0.01	%
Mariano Tannenbaum	64,537	0.05%	—	—		0.03	%	0.01	%
Sebastian Magnasco	*	*	—	—		*		*
Luana Matos	*	*	—	—		*		*
Marlene Fernandez	*	*	—	—		*		*
Luis Raganato	60,034	0.05%	—	—		0.03	%	0.01	%
Carlos Gonzalez	*	*	—	—		*		*
Esteban Sequeira	*	*	—	—		*		*
Gustavo Pascualino	*	*	—	—		*		*
Rogerio De Moraes Barreira	*	*	—	—		*		*
Santiago Blanco	*	*	—	—		*		*
David Grinberg	*	*	—	—		*		*
Francisco Staton	*	*	—	—		*		*
Magdalena Gonzalez Victorica	*	*	—	—		*		*
Daniel Schleiniger	*	*	—	—		*		*
Gabriel Serber	*	*	—	—		*		*

* Each of these directors, officers or senior management members beneficially owns less than 1% of the total number of outstanding class A shares.

(1) Percentages are based on 130,663,057 class A shares issued and outstanding as of the date of this annual report and exclude 2,309,062 class A shares issued and held in treasury. Total Economic Interest percentages are based on all Class A and Class B shares outstanding, excluding treasury shares.

(2) Class A shares are entitled to one vote per share and class B shares are entitled to five votes per share.

(3) Los Laureles Ltd. is beneficially owned by Mr. Woods Staton, our Executive Chairman. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders—Los Laureles Ltd.”

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(4) In addition to the class B shares he beneficially owns through Los Laureles Ltd., Mr. Woods Staton beneficially owns 106,129 class A shares directly. On a combined basis, Mr. Woods Staton is the beneficial owner of an aggregate of 38.03% of the total economic interests of Arcos Dorados and 75.40% of its total voting interests. The address of Mr. Woods Staton is Mantua No. 6575 (esquina Potosí), Montevideo, Uruguay 11500.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of the date of this annual report, under our memorandum and articles of association, we are authorized to issue a maximum of 420,000,000 class A shares, no par value per share, and 80,000,000 class B shares, no par value per share. Each of our class A shares entitles its holder to one vote. Each of our class B shares entitles its holder to five votes. Los Laureles Ltd., our controlling shareholder, owns 37.98% of our issued and outstanding share capital, and 75.38% of our voting power by virtue of its ownership of 100% of our class B shares. The following table presents the beneficial ownership of our shares based on the most recent information available as of the date of this annual report:

Shareholder	Class A Shares	% of <br>Outstanding Class A Shares(1)		Class B Shares	% of <br>Outstanding Class B Shares		Total Economic Interest(1)		Total Voting Interest (2)
Los Laureles Ltd(3)(4)	—	—		80,000,000	100.00	%	37.98	%	75.38	%
Woods Staton(4)	106,129	0.08	%	—	—		0.05	%	0.02	%
Lazard, Inc.(5)	21,471,672	16.43	%	—	—		10.19	%	4.05	%
Pzena Investment Management LP(6)	10,562,564	8.08	%	—	—		5.01	%	1.99	%
Remaining Public Shareholders	98,522,692	75.40	%	—	—		46.77	%	18.57	%
Total(7)(8)	130,663,057	100.00%		80,000,000	100.00	%	100.00	%	100.00%(8)

(2) Class A shares are entitled to one vote per share and class B shares are entitled to five votes per share.

(3) The address of Los Laureles Ltd. is 325 Waterfront Drive, Omar Hodge Building, 2nd Floor, Wickham’s Cay 1, Road Town, Tortola, British Virgin Islands. Los Laureles Ltd. is beneficially owned by Mr. Woods Staton, our Executive Chairman. See “—Los Laureles Ltd.”

(4) In addition to the class B shares he beneficially owns through Los Laureles Ltd., Mr. Woods Staton beneficially owns 106,129 class A shares directly. On a combined basis, Mr. Woods Staton is the beneficial owner of an aggregate of 38.03% of the total economic interests of Arcos Dorados and 75.40% of its total voting interests. 16,000,000 of the class B shares owned by Los Laureles Ltd. have been pledged pursuant to lending arrangements. The address of Mr. Woods Staton is Mantua No. 6575 (esquina Potosí), Montevideo, Uruguay 11500.

(5) Lazard, Inc. is the ultimate parent of Lazard Asset Management LLC, which filed Form 13F with the SEC for its holdings on December 31, 2025. Based solely on the disclosure set forth in such Form 13F, as of December 31, 2025, this fund had sole voting power with respect to 21,471,672 class A shares and sole dispositive power with respect to 21,471,672 class A shares. The address of Lazard, Inc. is 30 Rockefeller Plaza, New York, NY 10112.

(6) Pzena Investment Management LP is the ultimate parent of Pzena Investment Management LLC, which filed Form 13F with the SEC for its holdings on December 31, 2025. Based solely on the disclosure set forth in such Form 13F as of December 31, 2025, Pzena Investment Management LLC had sole voting power with respect to 10,562,564 class A shares and sole dispositive power with respect to 10,562,564 class A shares. The address of Pzena Investment Management is 320 Park Avenue, 8th Floor, New York, NY 10022.

(7) Numbers do not sum to 100% due to the effects of rounding.

(8) Excludes 2,309,062 class A shares issued and held in treasury.

As of April 27, 2026, there were 8 class A shareholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of class A shares is held in “street name” by brokers.

Los Laureles Ltd.

Los Laureles Ltd. is our controlling shareholder and is beneficially owned by Mr. Woods Staton, our Executive Chairman. Los Laureles Ltd. currently owns 37.98% of the economic interests of Arcos Dorados and 75.38% of its voting interests.

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B. Related Party Transactions

Our Board of Directors has created and adopted a related party transactions policy for the purpose of assisting the Board of Directors in reviewing, approving and ratifying related party transactions. This Policy is intended to supplement, and not to supersede, our other policies that may be applicable to or involve transactions with related parties, such as our Standards of Business Conduct. In addition, McDonald’s has the right to review and approve certain related party transactions pursuant to the MFA.

The Axionlog Split-off

On March 16, 2011, we effected a split-off of Axionlog (formerly known as Axis) to our principal shareholders. The split-off was effected through the redemption of 41,882,966 shares (25,129,780 class A shares and 16,753,186 class B shares). As consideration for the redemption, the Company transferred to its principal shareholders its equity interests in the operating subsidiaries of the Axionlog business totaling a net book value of $15.4 million and an equity contribution that was made to the Axionlog holding company amounting to $29.8 million. Following the split-off, Los Laureles Ltd. acquired the Axionlog shares held by the other shareholders. The split-off of Axionlog did not have a material effect on our results of operations or financial condition.

Since the split-off, Axionlog has provided us with comprehensive 3PL services, including storage (dry, frozen and chilled), transportation, planning, and logistics management services pursuant to a master commercial agreement with Axionlog on arm’s-length terms. Axionlog currently provides us some or all of these services in most of our Territories. Axionlog must comply with McDonald’s Distributor Quality Management System (DQMP) and other supplier requirements to maintain its status as a McDonald’s-approved supplier pursuant to the MFA.

Pricing under the agreement is determined pursuant to an agreed-upon formula that is considered standard in the distribution services industry. The pricing formula considers certain variables to determine the applicable fees, including (i) cost inputs (i.e., transportation expenses and salaries); (ii) time required for completion; (iii) storage requirements; (iv) merchandise volume; and (v) inflation and exchange rate adjustments. To our knowledge, this standard formula (with certain modifications to account for country specific variables) is used with distribution service providers throughout the McDonald’s system around the world. Under the terms of the agreement, the pricing formula is reviewed on a yearly basis. During these reviews, we work with Axionlog to find potential cost efficiencies and savings. In addition, we or Axionlog may request a renegotiation of the pricing formula in the event that factors outside of our or their control (such as fuel costs) substantially alter the price of Axionlog’s services.

During 2025, we incurred $73.7 million in total distribution fees payable to Axionlog.

See Note 25 to our consolidated financial statements for details of the outstanding balances and transactions with related parties as of December 31, 2025 and 2024 and for the fiscal years ended December 31, 2025, 2024 and 2023.

Employment of Francisco Staton

Mr. Francisco Staton, Woods Staton’s son, was appointed as Chief Strategy Officer in July 2025, and is a member of our board of directors. Francisco Staton was re-elected as a Board Member, Class I, at our Annual General Shareholders’ Meeting held on April 26, 2024, and continues to serve in such capacity.

Employment of Roman Ajzen

Mr. Roman Ajzen, Woods Staton’s son in law and the husband of Alicia Staton, a member of our board of directors, was appointed as Chief Legal Officer in October 2025.

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Mexican Sub-Franchisee Joint Venture

In November 2021, a joint venture was formed with a Mexican sub-franchisee in which the Company is a minority stakeholder. We consider these restaurants to be franchised restaurants.

For purposes of this annual report, a joint venture is an entity that operates certain restaurants in the Company’s territory in which the Company is a stakeholder together with a third party. This third party is always a sub-franchisee of the Company. Although in most joint ventures the Company exercises control or significant influence over the entity’s operating and financial policies, the third party is responsible for the day-to-day operation of the entity’s restaurants. Restaurants operated by entities in which the Company has a majority stake are considered to be Company-operated; whereas, entities in which the Company holds a minority stake are considered to be franchised.

C. Interests of Experts and Counsel

Not applicable.

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ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Financial statements

See “Item 18. Financial Statements,” which contains our financial statements prepared in accordance with U.S. GAAP.

Legal Proceedings

Sinthoresp – Brasília

On February 23, 2015, a coalition of labor unions filed a lawsuit against us alleging various labor-related claims, including inadequate working conditions, failure to comply with wage and hour requirements and other employment-related matters.

All claims were ultimately rejected by the Brazilian Labor Courts, which found that the plaintiffs failed to substantiate their allegations. The case was finally closed on May 29, 2025, with no adverse impact on the Company.

Complaint 0528900-98.2006.5.02.0080

In December 2006, the Labor Prosecutor’s Office in São Paulo filed a civil complaint against our Brazilian subsidiary regarding compliance with labor, health and safety and working conditions regulations. In connection with this matter, we entered into a conduct adjustment agreement (Termo de Ajustamento de Conduta, or “TAC”), which was ratified by the Labor Court in 2007 and remains in effect.

Under the TAC, we assumed certain compliance obligations, including commitments relating to labor practices and working conditions, as well as monetary contributions, including annual payments of R$1,300,000 (adjusted from 2011 to 2019) to fund campaigns against child labor and a one-time contribution of R$1,500,000. The TAC also provides for daily penalties of R$5,000 in the event of non-compliance. All monetary obligations have been satisfied.

From time to time, the Labor Prosecutor’s Office has reviewed our compliance with the TAC conditions. In prior years, it alleged non-compliance and sought approximately R$13 million in fines, which we contested and for which we have provided evidence of compliance.

In 2025, the Labor Prosecutor acknowledged our compliance efforts and provisionally closed the related investigation, while maintaining ongoing monitoring of our obligations under the TAC.

Administrative Investigation under Labor Prosecutor’s Office

Since 2019, the Labor Prosecutor’s Office in Brazil has conducted an administrative investigation involving our Brazilian subsidiary following complaints from labor unions alleging workplace harassment and discrimination practices. The proceedings were consolidated and have involved a series of hearings, submissions and interactions with the authorities.

In response, we have presented evidence of our practices and implemented procedures and training recommended by the Labor Prosecutor’s Office. In 2023, the Labor Prosecutor determined that we had complied with the recommended measures and suspended the proceeding, and in early 2025 the matter was archived. However, following appeals by the complainants, the case was reviewed by the Superior Council of the Labor Prosecutor’s Office, which did not ratify the dismissal in March 2026, and the investigation will therefore continue.

As of the date of this report, the matter does not involve a quantified claim or provision, as it remains an ongoing administrative proceeding focused on labor practices. However, it could result in the imposition of additional operational obligations and/or fines.

In addition, we are subject to other minor administrative investigations and individual labor claims in Brazil involving similar allegations.

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Brazilian Administrative Council for Economic Defense Procedure

In August 2024, the Administrative Council for Economic Defense (CADE) notified our Brazilian Subsidiary, along with many other multinational companies, of a preliminary proceeding in relation to alleged anti-competitive conduct related to the exchange of compensation data for purposes of benchmarking the Brazilian labor market. Subsequently, in October 2024, CADE decided to initiate administrative proceedings to investigate such allegations. In July 2025, Arcos submitted its defense in the administrative proceeding, presenting detailed factual and legal arguments aimed at demonstrating the absence of any irregularity, illegality, or anti-competitive conduct in connection with the benchmarking relationship among the companies participating in the group. The defense also set out substantive grounds supporting the conclusion that there was no conduct capable of causing harm to the labor market or to the employees involved. Currently, the proceeding is under review by CADE for determination of the next procedural steps.

Brazilian Federal Custom Authorities Infraction Notices

As of August 2021, our Brazilian Subsidiary became aware of notices of infraction presented by Brazilian federal customs authorities (Alfândega da Receita Federal) alleging improprieties by a supplier of our Brazilian business related to the importation of certain products in 2017, 2018 and 2019. We believe these charges are improper and, together with our supplier, we have submitted the appropriate administrative defense of our position. We are defending ourselves vigorously in this and any related proceedings. As of the date of this annual report, this matter is still ongoing in the administrative phase and final rulings by the administrative tax court are pending.

Retained Lawsuits and Contingent Liabilities

We have certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor, tax and other matters. As of December 31, 2025 we maintained a provision for contingencies amounting to $58.4 million ($36.7 million as of December 31, 2024) and judicial deposits amounting to $7.6 million ($6.3 million as of December 31, 2024) in connection with the proceedings. As of December 31, 2025, the net amount of $50.9 million included $49.4 million as a non-current liability. See Note 19 to our consolidated financial statements for more details.

Pursuant to the Acquisition, McDonald’s Corporation indemnifies us for certain Brazilian claims. As of December 31, 2025, the provision for contingencies included $1.4 million ($1.2 million as of December 31, 2024) related to a Brazilian claim that is covered by the indemnification agreement. As a result, we have recorded a non-current asset in respect of McDonald’s Corporation’s indemnity within “Miscellaneous” in our consolidated balance sheet.

In addition, there are certain matters related to the interpretation of income tax laws which could be challenged by tax authorities. No formal claim has been made for fiscal years within the statute of limitation by Tax authorities in any of the mentioned matters, however those years are still subject to audit and claims may be asserted in the future. See Note 17 to our consolidated financial statements.

In addition, there are certain matters related to the interpretation of other tax, customs (including the alleged infraction mentioned above), labor and civil laws for which there is a reasonable possibility that a loss may have been incurred in accordance with ASC 450-20-50-4. See Note 19 to our consolidated financial statements.

Other Proceedings

In addition to the matters described above, we are from time to time subject to certain claims and party to certain legal proceedings incidental to the normal course of our business. In view of the inherent difficulty of predicting the outcome of legal matters, we cannot state with confidence what the eventual outcome of these pending matters will be, what the timing of the ultimate resolution of these matters will be or what the eventual loss, fines or penalties related to each pending matter may be. We believe that we have made adequate reserves related to the costs anticipated to be incurred in connection with these various claims and legal proceedings and believe that liabilities related to such claims and proceedings should not have, in the aggregate, a material adverse effect on our business, financial condition, or results of operations. However, in light of the uncertainties involved in these claims and proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves currently accrued by us; as a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and the level of our income for that period.

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Dividends and Dividend Policy

Our Board of Directors considers the legal requirements with regard to our net income and retained earnings and our cash flow generation, targeted leverage ratios and debt covenant requirements in determining the amount of dividends to be paid, if any. Dividends may only be paid in accordance with the provisions of our memorandum and articles of association and Section 57 of the BVI Business Companies Act (As Revised) and after having fulfilled our capital expenditures program and after satisfying our indebtedness and liquidity thresholds, in that order. Pursuant to our memorandum and articles of association, all dividends unclaimed for three years after having been declared may be forfeited by a resolution of directors for the benefit of the Company.

Holders of common shares will be entitled to receive dividends, if any, paid on the common shares. In 2025, our Board of Directors declared a cash dividend of $0.24 per share to all class A and B shareholder of the Company, paid in four quarterly installments of $0.06 per share on March 27, 2025, June 27, 2025, September 26, 2025 and December 26, 2025. On March 18, 2026, the Board of Directors announced a $0.28 per share dividend to all class A and B shareholders of the Company to be paid in four quarterly installments of $0.07 per share on April 2, 2026, June 26, 2026, September 25, 2026 and December 29, 2026.

The amounts and dates of future dividend payments, if any, will be subject to, among other things, the discretion of our Board of Directors. Accordingly, there can be no assurance that any future distributions will be made, or, if made, as to the amount of such distributions.

B. Significant Changes

Except as otherwise disclosed in this annual report, we are not aware of any significant changes that have occurred since December 31, 2025.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

See “—C. Markets.”

B. Plan of Distribution

Not applicable.

C. Markets

Our class A shares have been listed on the NYSE, since April 14, 2011 under the symbol “ARCO.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

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B. Memorandum and Articles of Association

General

Our company number in the British Virgin Islands is 1619553. As provided in sub-regulation 4.1 of our memorandum of association, subject to British Virgin Islands law, we have full capacity to carry on or undertake any business or activity, do any act or enter into any transaction and, for such purposes, full rights, powers and privileges. Our registered office is at Maples Corporate Services (BVI) Limited, Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands.

The transfer agent and registrar for our class A and class B shares is Continental Stock Transfer & Trust Company, which maintains the share registrar for each class in New York, New York.

As of the date of this annual report, under our memorandum and articles of association, we are authorized to issue up to 420,000,000 class A shares and 80,000,000 class B shares. As of the date of this annual report, 130,663,057 class A shares and 80,000,000 class B shares are issued, fully paid and outstanding. In addition, 2,309,062 class A shares are issued and being held in treasury.

The maximum number of shares that we are authorized to issue may be changed by resolution of shareholders amending our memorandum and articles of association. Shares may be issued from time to time only by resolution of shareholders.

Our class A shares are listed on the NYSE under the symbol “ARCO.”

The following is a summary of the material provisions of our memorandum and articles of association.

Class A Shares

Holders of our class A shares may freely hold and vote their shares.

The following summarizes the rights of holders of our class A shares:

• each holder of class A shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the election of directors;

• holders of class A shares vote together with holders of class B shares;

• there are no cumulative voting rights;

• the holders of our class A shares are entitled to dividends and other distributions, pari passu with our class B shares, as may be declared from time to time by our board of directors out of funds legally available for that purpose, if any, and pursuant to our memorandum and articles of association, all dividends unclaimed for three years after having been declared may be forfeited by a resolution of directors for the benefit of the Company;

• upon our liquidation, dissolution or winding up, the holders of class A shares will be entitled to share ratably, pari passu with our class B shares, in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities; and

• the holders of class A shares have preemptive rights in connection with the issuance of any securities by us, except for certain issuances of securities by us, including (i) pursuant to any employee compensation plans; (ii) as consideration for (a) any merger, consolidation or purchase of assets or (b) recapitalization or reorganization; (iii) in connection with a pro rata division of shares or dividend in specie or distribution; or (iv) in a bona fide public offering that has been registered with the SEC, but they are not entitled to the benefits of any redemption or sinking fund provisions.

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Class B Shares

All of our class B shares are owned by Los Laureles Ltd. Holders of our class B shares may freely hold and vote their shares.

The following summarizes the rights of holders of our class B shares:

• each holder of class B shares is entitled to five votes per share on all matters to be voted on by shareholders generally, including the election of directors;

• holders of class B shares vote together with holders of class A shares;

• class B shares may not be listed on any U.S. or foreign national or regional securities exchange or market;

• there are no cumulative voting rights;

• the holders of our class B shares are entitled to dividends and other distributions, pari passu with our class A shares, as may be declared from time to time by our board of directors out of funds legally available for that purpose, if any, and pursuant to our memorandum and articles of association, all dividends unclaimed for three years after having been declared may be forfeited by a resolution of directors for the benefit of the Company;

• upon our liquidation, dissolution or winding up, the holders of class B shares will be entitled to share ratably, pari passu with our class A shares, in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities;

• the holders of class B shares have preemptive rights in connection with the issuance of any securities by us, except for certain issuances of securities by us, including (i) pursuant to any employee compensation plans; (ii) as consideration for (a) any merger, consolidation or purchase of assets or (b) recapitalization or reorganization; (iii) in connection with a pro rata division of shares or dividend in specie or distribution; or (iv) in a bona fide public offering that has been registered with the SEC, but they are not entitled to the benefits of any redemption or sinking fund provisions;

• each class B share is convertible into one class A share at the option of the holder at any time, subject to the prior written approval of McDonald’s; and

• each class B share will convert automatically into one class A share at such time as the holders of class B shares cease to hold, directly or indirectly, at least 20% of the aggregate number of outstanding class A and class B shares.

Limitation on Liability and Indemnification Matters

Under British Virgin Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent director would exercise in comparable circumstances. Our memorandum and articles of association provide that, to the fullest extent permitted by British Virgin Islands law or any other applicable laws, our directors will not be personally liable to us or our shareholders for any acts or omissions in the performance of their duties. This limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. These provisions will not limit the liability of directors under United States federal securities laws.

Our memorandum and articles of association provide that we shall indemnify any of our directors or anyone serving at our request as a director of another entity against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings or suits. We may pay any expenses, including legal fees, incurred by any such person in defending any legal, administrative or investigative proceedings in advance of the final disposition of the proceedings. If a person to be indemnified has been successful in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection with the proceedings.

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We may purchase and maintain insurance in relation to any of our directors, officers, employees, agents or liquidators against any liability asserted against them and incurred by them in that capacity, whether or not we have or would have had the power to indemnify them against the liability as provided in our memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the “Securities Act,” may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

Shareholders’ Meetings and Consents

The following summarizes certain relevant provisions of British Virgin Islands law and our articles of association in relation to our shareholders’ meetings:

• the directors of the Company may convene meetings of shareholders at such times and in such manner and places within or outside the British Virgin Islands as the directors consider necessary or desirable; provided that at least one meeting of shareholders be held each year;

• upon the written request of shareholders entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested, the directors are required to convene a meeting of the shareholders. Any such request must state the proposed purpose of the meeting;

• the directors convening a meeting must give not less than ten days’ notice of a meeting of shareholders to: (i) those shareholders whose names on the date the notice is given appear as shareholders in the register of members of our company and are entitled to vote at the meeting, and (ii) the other directors;

• a meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least 90 percent of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver in relation to all the shares that such shareholder holds;

• a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder;

• a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than 50 percent of the votes of the shares or class or series of shares entitled to vote on resolutions of shareholders to be considered at the meeting;

• if within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved; in any other case it shall be adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other date, time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the shares or each class or series of shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum, but otherwise the meeting shall be dissolved. Notice of the adjourned meeting need not be given if the date, time and place of such meeting are announced at the meeting at which the adjournment is taken;

• a resolution of shareholders is valid (i) if approved at a duly convened and constituted meeting of shareholders by the affirmative vote of a majority of the votes of the shares entitled to vote thereon which were present at the meeting and were voted, or (ii) if it is a resolution consented to in writing by a majority of the votes of shares entitled to vote thereon; and

• an action that may be taken by the shareholders at a meeting may also be taken by a resolution of shareholders consented to in writing by a majority of the votes of shares entitled to vote thereon, without the need for any notice, but if any resolution of shareholders is adopted otherwise than by unanimous written consent of all shareholders, a copy of such resolution shall forthwith be sent to all shareholders not consenting to such resolution.

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Compensation of Directors

The compensation of our directors is determined by our Board of Directors, and there is no requirement that a specified number or percentage of “independent” directors must approve any such determination.

Differences in Corporate Law

We were incorporated under, and are governed by, the laws of the British Virgin Islands. The corporate statutes of the State of Delaware and the British Virgin Islands in many respects are similar, and the flexibility available under British Virgin Islands law has enabled us to adopt a memorandum of association and articles of association that will provide shareholders with rights that, except as described in this annual report, do not vary in any material respect from those they would enjoy if we were incorporated under the Delaware General Corporation Law, or Delaware corporate law. Set forth below is a summary of some of the differences between provisions of the BVI Act applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.

Director’s Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

British Virgin Islands law provides that every director of a British Virgin Islands company, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances, taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, British Virgin Islands law provides that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes British Virgin Islands law or the memorandum association or articles of association of the company.

Amendment of Governing Documents

Under Delaware corporate law, with very limited exceptions, a vote of the shareholders is required to amend the certificate of incorporation. In addition, Delaware corporate law provides that shareholders have the right to amend the bylaws, and the certificate of incorporation also may confer on the directors the right to amend the bylaws. Our memorandum of association may only be amended by a resolution of shareholders, provided that any amendment of the provision related to the prohibition against listing our class B shares must be approved by not less than 50% of the votes of the class A shares entitled to vote that were present at the relevant meeting and voted. Our articles of association may also only be amended by a resolution of shareholders.

Written Consent of Directors

Under Delaware corporate law, directors may act by written consent only on the basis of a unanimous vote. Similarly, under our articles of association, a resolution of our directors in writing shall be valid only if consented to by all directors or by all members of a committee of directors, as the case may be.

Written Consent of Shareholders

Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of shareholders of a corporation may be taken by written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take that action at a meeting at which all

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shareholders entitled to vote were present and voted. As permitted by British Virgin Islands law, shareholders’ consents need only a majority of shareholders signing to take effect. Our memorandum and articles of association provide that shareholders may approve corporate matters by way of a resolution consented to at a meeting of shareholders or in writing by a majority of shareholders entitled to vote thereon.

Shareholder Proposals

Under Delaware corporate law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our memorandum and articles of association provide that our directors shall call a meeting of the shareholders if requested in writing to do so by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested. Any such request must state the proposed purpose of the meeting.

Sale of Assets

Under Delaware corporate law, a vote of the shareholders is required to approve the sale of assets only when all or substantially all assets are being sold. In the British Virgin Islands, shareholder approval is required when more than 50% of the Company’s total assets by value are being disposed of or sold if not made in the usual or regular course of the business carried out by the company. Under our memorandum and articles of association, the directors may by resolution of directors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular course of the business carried on by us and such determination is, in the absence of fraud, conclusive.

Dissolution; Winding Up

Under Delaware corporate law, unless the board of directors approves the proposal to dissolve, dissolution must be approved in writing by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware corporate law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. As permitted by British Virgin Islands law and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they fall due.

Redemption of Shares

Under Delaware corporate law, any stock may be made subject to redemption by the corporation at its option, at the option of the holders of that stock or upon the happening of a specified event, provided shares with full voting power remain outstanding. The stock may be made redeemable for cash, property or rights, as specified in the certificate of incorporation or in the resolution of the board of directors providing for the issue of the stock. As permitted by British Virgin Islands law and our memorandum and articles of association, shares may be repurchased, redeemed or otherwise acquired by us. However, the consent of the shareholder whose shares are to be repurchased, redeemed or otherwise acquired must be obtained, except as described under “—Compulsory Acquisition” below. Moreover, our directors must determine that immediately following the redemption or repurchase we will be able to pay our debts as they become due and that the value of our assets will exceed our liabilities.

Compulsory Acquisition

Under Delaware General Corporation Law § 253, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of stock of another corporation may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation by executing, acknowledging and filing with the Delaware Secretary of State a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority shareholders of the subsidiary corporation party to the merger may have appraisal rights as set forth in § 262 of the Delaware General Corporation Law.

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Under the BVI Act, subject to any limitations in a Company’s memorandum or articles, members holding 90% of the votes of the outstanding shares entitled to vote, and members holding 90% of the votes of the outstanding shares of each class of shares entitled to vote, may give a written instruction to the company directing the company to redeem the shares held by the remaining members. Upon receipt of such written instruction, the company shall redeem the shares specified in the written instruction, irrespective of whether or not the shares are by their terms redeemable. The company shall give written notice to each member whose shares are to be redeemed stating the redemption price and the manner in which the redemption is to be effected. A member whose shares are to be so redeemed is entitled to dissent from such redemption, and to be paid the fair value of his shares, as described under “—Shareholders’ Rights under British Virgin Islands Law Generally” below.

Variation of Rights of Shares

Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law and our memorandum of association, we may vary the rights attached to any class of shares only with the consent in writing of holders of not less than 50% of the issued shares of that class and of holders of not less than 50% of the issued shares of any other class which may be adversely affected by such variation.

Removal of Directors

Under Delaware corporate law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Our memorandum and articles of association provide that directors may be removed at any time, with or without cause, by a resolution of shareholders or a resolution of directors.

In addition, directors are subject to rotational retirement every three years. The initial terms of office of the Class I, Class II and Class III directors have been staggered over a period of three years to ensure that all directors of the company do not face reelection in the same year.

Mergers

Under Delaware corporate law, one or more constituent corporations may merge into and become part of another constituent corporation in a process known as a merger. A Delaware corporation may merge with a foreign corporation as long as the law of the foreign jurisdiction permits such a merger. To effect a merger under Delaware General Corporation Law § 251, an agreement of merger must be properly adopted and the agreement of merger or a certificate of merger must be filed with the Delaware Secretary of State. In order to be properly adopted, the agreement of merger must be adopted by the board of directors of each constituent corporation by a resolution or unanimous written consent. In addition, the agreement of merger generally must be approved at a meeting of stockholders of each constituent corporation by a majority of the outstanding stock of the corporation entitled to vote, unless the certificate of incorporation provides for a supermajority vote. In general, the surviving corporation assumes all of the assets and liabilities of the disappearing corporation or corporations as a result of the merger.

Under the BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written plan of merger or consolidation which must be authorized by a resolution of shareholders. One or more BVI companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the BVI, if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the BVI are incorporated. In respect of such a merger or consolidation a BVI company is required to comply with the provisions of the BVI Act, and a company incorporated outside the BVI is required to comply with the laws of its jurisdiction of incorporation.

Shareholders of BVI companies not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the memorandum of association or articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.

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Inspection of Books and Records

Under Delaware corporate law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records. Under British Virgin Islands law, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the British Virgin Islands Registrar of Corporate Affairs which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments), a list of the names of the company’s directors and records of license fees paid to date, and will also disclose any articles of dissolution, articles of merger and a register of registered charges if such a register has been filed in respect of the company.

A member of a company is entitled, on giving written notice to the company, to inspect:

(a) the memorandum and articles;

(b) the register of members;

(d) the minutes of meetings and resolutions of members and of those classes of members of which he is a member; and to make copies of or take extracts from the documents and records referred to in (a) to (d) above. Subject to the memorandum and articles, the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, specified in (b), (c) or (d) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records.

Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

A company is required to keep at the office of its registered agent the memorandum and articles of the company; the register of members maintained or a copy of the register of members; the register of directors or a copy of the register of directors; and copies of all notices and other documents filed by the company in the previous ten years.

Where a company keeps a copy of the register of members or the register of directors at the office of its registered agent, it is required to notify any changes to the originals of such registers to the registered agent, in writing, within 15 days of any change; and to provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept. Where the place at which the original register of members or the original register of directors is changed, the company is required to provide the registered agent with the physical address of the new location of the records within fourteen days of the change of location.

A company is also required to keep at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors determine, the minutes of meetings and resolutions of members and of classes of members; and the minutes of meetings and resolutions of directors and committees of directors. If such records are kept at a place other than at the office of the company’s registered agent, the company is required to provide the registered agent with a written record of the physical address of the place or places at which the records are kept and to notify the registered agent, within 14 days, of the physical address of any new location where such records may be kept.

A company is further required to:

(a) keep at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine, the records and underlying documentation of the company;

(b) retain the records and underlying documentation for a period of at least five years from the date: (i) of completion of the transaction to which the records and underlying documentation relate; or (ii) the company terminates the business relationship to which the records and underlying documentation relate; and

(c) provide its registered agent without delay any records and underlying documentation in respect of the company that the registered agent requests pursuant to the entitlement of the company’s registered agent to make such a request where the registered agent is required to do so by the British Virgin Islands Financial Services Commission or any other competent authority in the British Virgin Islands acting pursuant to the exercise of a power under an enactment.

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The records and underlying documentation of the company are required to be in such form as:

(a) are sufficient to show and explain the company’s transactions; and

(b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

Where the records and underlying documentation of a company are kept at a place or places other than at the office of the company’s registered agent, the company is required to provide the registered agent with a written:

(a)record of the physical address of the place at which the records and underlying documentation are kept; and

(b)record of the name of the person who maintains and controls the company’s records and underlying documentation.

Where the place or places at which the records and underlying documentation of the company, or the name of the person who maintains and controls the company’s records and underlying documentation, change, the company must within 14 days of the change, provide:

(a)its registered agent with the physical address of the new location of the records and underlying documentation; or

(b)the name of the new person who maintains and controls the company’s records and underlying documentation.

For the foregoing purposes:

(a) “business relationship” means a continuing arrangement between a company and one or more persons with whom the company engages in business, whether on a one-off, regular or habitual basis; and

(b) “records and underlying documentation” includes accounts and records (such as invoices, contracts and similar documents) in relation to: (i) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the company; and (iii) the assets and liabilities of the company.

Conflict of Interest

Under Delaware corporate law, a contract between a corporation and a director or officer, or between a corporation and any other organization in which a director or officer has a financial interest, is not void as long as the material facts as to the director’s or officer’s relationship or interest are disclosed or known and either a majority of the disinterested directors authorizes the contract in good faith or the shareholders vote in good faith to approve the contract. Nor will any such contract be void if it is fair to the corporation when it is authorized, approved or ratified by the board of directors, a committee or the shareholders.

The BVI Act provides that a director shall, forthwith after becoming aware that he is interested in a transaction entered into or to be entered into by the company, disclose that interest to the board of directors of the company. The failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the director’s interest was disclosed to the board prior to the Company’s entry into the transaction or was not required to be disclosed because the transaction is between the company and the director himself and is otherwise in the ordinary course of business and on usual terms and conditions. As permitted by British Virgin Islands law and our memorandum and articles of association, a director interested in a particular transaction may vote on it, attend meetings at which it is considered and sign documents on our behalf which relate to the transaction, provided that the disinterested directors consent.

Transactions with Interested Shareholders

Delaware corporate law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by that statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that the person becomes an interested shareholder. An interested shareholder generally is a person or group that owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

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British Virgin Islands law has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although British Virgin Islands law does not regulate transactions between a company and its significant shareholders, it does provide that these transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Independent Directors

There are no provisions under Delaware corporate law or under the BVI Act that require a majority of our directors to be independent.

Cumulative Voting

Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the Company’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions to cumulative voting under the laws of the British Virgin Islands, but our memorandum of association and articles of association do not provide for cumulative voting.

Shareholders’ Rights under British Virgin Islands Law Generally

The BVI Act provides for remedies which may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors engages in, or proposes to engage in, conduct that contravenes the BVI Act or the Company’s memorandum and articles of association, the BVI courts can issue a restraining or compliance order. Shareholders cannot also bring derivative, personal and representative actions under certain circumstances. The traditional English basis for members’ remedies has also been incorporated into the BVI Act: where a shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him, he may apply to the court for an order based on such conduct.

Any shareholder of a company may apply to court for the appointment of a liquidator of the company and the court may appoint a liquidator of the company if it is of the opinion that it is just and equitable to do so.

The BVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a redemption of 10% or fewer of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (e) an arrangement, if permitted by the court.

Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the British Virgin Islands or their individual rights as shareholders as established by the Company’s memorandum and articles of association.

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C. Material Contracts

The MFAs

Master Franchise Rights

We hold exclusive master franchising rights from McDonald’s for Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, St. Martin, Trinidad and Tobago, Uruguay, Venezuela and the U.S. Virgin Islands of St. Thomas and St. Croix (collectively, the “Territories”) pursuant to an amended and restated Master Franchise Agreement for all of the Territories except Brazil, entered into by us, Arcos Dorados B.V. (the “Master Franchisee”), Arcos Dorados Group B.V. (together with us, the “Owner Entities”), certain of our subsidiaries, Los Laureles, Ltd. (the “Beneficial Owner”) and McDonald’s Latin America, LLC (“McDonald’s”) (the “MFA”), and an amended and restated Master Franchise Agreement for Brazil, entered into by Arcos Dourados Comercio de Alimentos S.A. (the “Brazilian Master Franchisee”) and McDonald’s (the “Brazil MFA” and, together with the MFA and related documents, the “MFAs”).

The material provisions of the MFAs are set forth below.

Term

The term of the franchise granted pursuant to the MFAs is 20 years (commencing January 1, 2025) for all of the Territories other than French Guiana, Guadeloupe, Martinique and Saint Martin (French part). The initial term of the franchise for French Guiana, Guadeloupe, Martinique and Saint Martin (French part) is 10 years and we have the right to extend the term of the MFA with respect to all or none of these four territories for an additional term of 10 years. After the expiration of the term, McDonald’s may grant us an option to enter into a new agreement to continue the franchise for an additional term of (a) 20 years with respect to all Territories other than French Guiana, Guadeloupe, Martinique and Saint Martin (French part) and (b) 10 years with respect to French Guiana, Guadeloupe, Martinique and Saint Martin (French part), with an option to extend the term with respect to such territories for an additional term of 10 years.

Our Right to Own and Operate McDonald’s-Branded Restaurants

Under the MFAs, in the Territories, we have the exclusive right to (i) own and operate, directly or indirectly, McDonald’s restaurants, (ii) license and grant franchises with respect to McDonald’s-branded restaurants, (iii) adopt and use, and to grant the right and license to sub‑franchisees to adopt and use, the McDonald’s operations system in our restaurants, (iv) advertise to the public that we are a franchisee of McDonald’s, and (v) to use, and to sublicense to our sub‑franchisees the right to use, the McDonald’s intellectual property solely in connection with the development, ownership, operation, promotion and management of our restaurants, and to engage in related advertising, promotion and marketing programs and activities.

Under the MFAs, McDonald’s cannot grant the rights described in clauses (i), (ii) and (iii) of the preceding paragraph to any other person while the MFAs are in effect. Notwithstanding the foregoing, McDonald’s has reserved, with respect to the McDonald’s restaurants located in the Territories, all rights not specifically granted to us, including the right, directly or indirectly, to (i) use and sublicense the McDonald’s intellectual property for all other purposes and means of distribution, (ii) sell, promote or license the sale of products or services under the intellectual property and (iii) use the intellectual property in connection with all other activities not prohibited by the MFAs.

In addition, under the MFAs, McDonald’s provides us with know-how and new developments, techniques and improvements in the areas of restaurant management, food preparation and service, and operations manuals that contain the standards and procedures necessary for the successful operation of McDonald’s-branded restaurants.

Initial Franchise Fees

Under the MFAs, we are responsible for the payment to McDonald’s of initial franchise fees, royalties, transfer fees and system support fees.

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The initial franchise fee is payable (i) for each franchised restaurant in operation as of January 1, 2025 (which will be payable in two installments of 50% each (one on August 1, 2027, and the other on August 1, 2037)), and (ii) upon the opening of a new restaurant and the extension of the term of any existing franchise agreement. The initial fee for a new restaurant (or extension of the term of any existing restaurant) is equal to $2,250, and, in the case of any Satellite, $1,125, multiplied by, in each case, the lesser of (a) 20; or (b) the number of years remaining in the applicable term applicable in such Territory (with any partial remaining year rounded up to one full year). For our sub‑franchisees’ restaurants, we receive an initial fee from such sub-franchisee based on the greater of (a) the number of years remaining in the applicable term and (b) the number of years included in the term of the franchise agreement (generally 20 years) (in each case with any partial remaining year rounded up to one full year), and pay 50% of this fee to McDonald’s.

Royalties

During the first ten years of the MFAs, the royalties payable to McDonald’s for our restaurants, with respect to each calendar month, is in an amount equal to 6% of the U.S. dollar equivalent of the gross sales of such restaurants for such calendar month (or such ratable portion thereof) (the “Royalty Amount”). The Royalty Amount will increase to (i) 6.25% during years 11 through 15 of the MFAs, and (ii) 6.5% during years 16 through 20 of the MFAs.

We are responsible for collecting royalties from our sub‑franchisees and must pay that amount to McDonald’s. In the event that a sub-franchisee does not pay the full amount of the fee or any of our subsidiaries are unable to transfer funds to us due to currency restrictions or otherwise, we are responsible for any resulting shortfall. See “Item 3. Key Information—D. Risk Factors-Risks Related to Our Business and Operations—Our financial condition and results of operations depend, to a certain extent, on the financial condition of our sub‑franchisees and their ability to fulfill their obligations under their franchise agreements,” “—Risks Related to Our Results of Operations and Financial Condition—We are subject to significant foreign currency exchange controls, currency devaluation and cross-border money transfer controls and restrictions in certain countries in which we operate, which could affect our ability to move our cash flow and pay dividends out from those countries,” and “—Risks Related to Our Business and Operations—Our business activity and results of operations may be negatively affected by unforeseen events, such as disruptions, natural disasters, adverse weather conditions, national and international armed conflicts and wars, pandemics or other catastrophic events, such as hurricanes, earthquakes and floods.”

In the event of a voluntary or involuntary transfer of any of the McDonald’s restaurants located in the Territories to a person other than a subsidiary of ours or an affiliate of one of our sub‑franchisees, we must charge a transfer fee of not less than $10,000 and must pay to McDonald’s an amount equal to 50% of the fee charged.

All payments to McDonald’s must be made in U.S. dollars, but are based on local currency exchange rates at the time of payment.

Material Breach

A material breach under the MFAs would occur if we, our subsidiaries that are a party to the MFAs, or Beneficial Owner materially breached any of the representations or warranties or obligations under the MFAs and, to the extent the MFAs provide for a cure period, not cured within such specified time. In addition, the following events, among others, constitute a material breach under the MFAs:

•our noncompliance with anti-terrorism or anti-corruption policies and procedures required by applicable law;

•our, certain of our subsidiaries’ or Beneficial Owner’s bankruptcy, insolvency, voluntary filing or filing by any other person of a petition in commercial insolvency;

•our indictment or conviction or that of Mr. Woods Staton, our subsidiaries, Beneficial Owner or of our or their agents or employees for certain crimes, including a crime or offense that is punishable by incarceration for more than one year or a felony, or involves terrorist financing, financial crimes, bribery or corruption, or fraudulent or dishonest activity, or is otherwise likely to adversely affect the reputation of such person, any franchised restaurant or McDonald’s;

•the entry of any judgment against us, Beneficial Owner or our subsidiaries in excess of $5,000,000 that is not duly paid or otherwise discharged within 30 days (unless such judgment is being contested on appeal in good faith);

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•our default, or the default by our subsidiaries, under any financing agreement which continues beyond any applicable cure period set forth in any such financing agreement which is deemed to materially and adversely affect each of the Territories;

•our engagement or any of our respective affiliates, or any managing director, senior executive or chief financial officer in any Territory or Territories in public conduct that reflects materially and unfavorably upon the operation of McDonald’s restaurants or the system or the goodwill associated with the intellectual property, and the failure of such relevant party or person to cease such conduct within five days after receipt of notice thereof from McDonald’s;

•our failure or the failure by our subsidiaries or Beneficial Owner to comply with any provision under the MFA other than those specifically defined as a material breach more than once in any 12 consecutive month period;

•our failure to comply with certain targets under the restaurant opening plan and reinvestment plan then in effect;

•our failure to pay any amount required to paid to McDonald’s under the MFAs (including overdue interest) that in the aggregate exceeds $80,000,000; or

•any breach of Beneficial Owner’s obligation to own not less than 51% of our voting interests and 30% of our economic interest.

In addition to the rights and remedies available to McDonald’s in the event of a material breach, including the right to terminate the MFAs, exercise the Call Option (as defined below) or terminate our exclusivity in certain cases, McDonald’s also has the right to restrict us from declaring or paying dividends or making any other distribution in respect of our shares if we fail to pay amounts due under the MFAs or if we fail to comply with the financial covenants set forth in the MFAs, in each case following certain specified cure periods.

Mandatory Closure of Franchised Restaurants

In addition to the rights and remedies available to McDonald’s in the event of a material breach, McDonald’s has the right to demand the closure of any of our restaurants, effective upon notice to us and without any opportunity to cure, upon the occurrence of one or more of the following: (i) failure to maintain possession or occupation of the real estate on which the restaurant is located, (ii) suspension, revocation or non-renewal of licenses or permits necessary for the proper operation of the restaurant, or (iii) a material breach by us of any obligation under the MFAs with respect to the relevant restaurant, including the obligation to maintain and operate the restaurant in a clean manner in compliance with the MFAs.

Business of the Company and the Other Owner Entities

In addition to the payment of franchise fees and other amounts described above, we and the other Owner Entities are subject to a variety of obligations and restrictions under the MFAs.

Under the MFAs, we cannot, directly or indirectly, enter into any other local or international informal eating out or quick-service restaurants or any business other than the operation of McDonald’s-branded restaurants in the Territories. Neither we nor the other Owner Entity can engage in a business other than holding, directly or indirectly, our or the other Owner Entity’s equity interests. In addition, neither we nor Mr. Woods Staton, the Beneficial Owner or the other Owner Entity can engage in any activity or participate in any business that competes with McDonald’s business.

Under the MFAs, the Beneficial Owner, which is beneficially owned by Mr. Woods Staton, our Executive Chairman and controlling shareholder, is required to own not less than 30% of our economic interests and 51% of our voting interests. Also, under the MFAs, subject to certain limited exceptions, we are required to own, directly or indirectly, 100% of the equity interests of our subsidiaries and cannot enter into any partnership, joint venture or similar arrangement without McDonald’s consent. In addition, at least 50% of all McDonald’s-branded restaurants in the Territories must be Company-operated restaurants.

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Real Estate

Under the MFAs, we must own, lease or license the real estate property where all of our Company-operated restaurants are located. In addition, we cannot transfer or encumber a significant portion of the real estate properties that we own without McDonald’s consent. Due to the geographic and commercial importance of certain restaurants, we may not sell certain “iconic” properties without the prior written consent of McDonald’s. For certain of these selected properties, we must perfect a first priority lien on these properties in favor of McDonald’s no later than twelve months following the effective date of the MFA.

Under the MFAs, no more than 50% of the total number of restaurants in each Territory, and no more than 10% of the total number of restaurants in all the Territories, can be located on real estate property that is owned, held or leased by our sub‑franchisees.

Transfer of Equity Interests or Significant Assets

Under the MFAs, neither we nor any of our subsidiaries can transfer or pledge any equity interests in ourselves or any of our subsidiaries, or any significant portion of our or their assets, without McDonald’s consent.

Operational Control

Under the MFAs, McDonald’s is entitled to approve the appointment of our chief executive officer and our chief operating officer, but their approval may not be unreasonably withheld.

We must comply with the technology standards provided by McDonald’s. If McDonald’s modifies its standards applicable to technology and related equipment, we must update, purchase or license for use any new or modified technology, software, hardware or equipment necessary to comply with the modified standards.

Restaurant Opening Plan and Reinvestment Plan

Under the MFAs, we have agreed with McDonald’s on a restaurant opening plan. In addition, we have agreed to use our best efforts to reimage annually at least 10% of our eligible restaurants. We may also propose, subject to McDonald’s consent, amendments to any restaurant opening plan and/or reinvestment plan to adapt to changes in economic or political conditions.

Advertising and Promotion Plan

Under the MFAs, we must develop and implement a marketing plan with respect to each Territory that must be approved in advance by McDonald’s and be in accordance with guidelines provided by McDonald’s. The MFAs require us to spend at least 5% of our gross sales on advertisement and promotion activities, unless otherwise agreed with McDonald’s. Our advertising and promotion activities are guided by our overall marketing plan, which identifies the key strategic platforms that we aim to leverage in order to drive sales.

Insurance

Under the MFAs, we are required to acquire and maintain a variety of insurance policies with certain minimum coverage limits, including commercial general liability insurance, local obligatory insurance with respect to employees and employers liability insurance, business automobile insurance, umbrella or excess liability insurance, cyber liability insurance, “all risk” property and business interruption insurance, crime insurance, and “construction all-risk” or “all-risk builder’s risk” insurance, among others.

Call Option Right and Security Interest in Equity Interests of the Company

Under the MFAs, McDonald’s has the right, or “Call Option”, to acquire all, but not less than all, of our non-public shares or, in certain circumstances as further described below, our interests in one or more Territories (i) upon expiration of the two and a half-year period beginning on either (x) the date when McDonald’s notifies us of its election to not renew the MFAs or (y) if McDonald’s notifies us of an offer to renew the MFAs and we do not accept such offer, the date of such offer notice from McDonald’s, in each case, to and including the expiration or termination of the MFA, (ii) within 30 days after the termination of the MFAs for any reason other than for a material breach, (iii) during the twelve-month period following the earlier of: (x) the eighteen-month anniversary of the death or permanent incapacity of Mr. Woods Staton, our Executive

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Chairman and controlling shareholder, during which period no successor to Mr. Staton has been nominated or appointed, and (y) the receipt by McDonald’s of notice from the beneficiaries of Mr. Woods Staton’s estate that such beneficiaries have elected to have such twelve-month period commence as of a date specified in such notice, which date shall be after the receipt of such notice, or (iv) following the occurrence of a material breach of the MFAs.

In the case of a material breach of our obligations under the MFAs, McDonald’s generally has the right either to exercise the Call Option with respect to all of the Territories, or, in its sole discretion, with respect to the Territory or Territories identified by McDonald’s as being affected by such material breach or to which such material breach may be attributable except upon the occurrence of an initial material breach relating to any Territory or Territories in which there are less than 100 restaurants in operation. In such case, McDonald’s only has the right to acquire the equity interests of any of our subsidiaries in the relevant Territory or Territories.

If McDonald’s exercises the Call Option upon the occurrence of the events described in clause (i), (ii) or (iii) of the second preceding paragraph, it must pay a purchase price equal to 100% of the fair market value of our non-public shares. If the Call Option is exercised upon the occurrence of a material breach, however, the purchase price is reduced to 80% of the fair market value of all of our non-public shares or of all of the equity interests of the subsidiaries operating restaurants in the Territory related to such material breach, as applicable. The purchase price paid by McDonald’s upon exercise of the Call Option is, in all events, reduced by the amount of debt and contingencies and increased by the amount of cash attributable to the entity whose equity interests are being acquired pursuant to the Call Option. In the event McDonald’s were to exercise its right to acquire all of our non-public shares, McDonald’s would become our controlling shareholder.

If McDonald’s exercises the Call Option with respect to any of our subsidiaries (but not all of them) and the amount of debt and contingencies (minus cash) attributable to the equity interests of those subsidiaries is greater than the fair market value of those equity interests, we must, at our election, either (i) assume the debts and contingencies (minus cash) and deliver the equity interests to McDonald’s free of any obligations with respect thereto or (ii) pay to McDonald’s the absolute value of that amount. The fair market value of any of the equity interests is to be determined by internationally recognized investment banks selected by us and McDonald’s.

In order to secure McDonald’s right to exercise the Call Option, McDonald’s was granted a perfected security interest in the equity interests of the Master Franchisee, the Brazilian Master Franchisee and our subsidiaries other than our subsidiaries organized in Costa Rica, Mexico, French Guiana, Guadeloupe and Martinique. The equity interests of our subsidiaries organized in Costa Rica and Mexico were transferred to a trust for the benefit of McDonald’s. McDonald’s does not have a security interest in the equity interests of our subsidiaries organized in French Guiana, Guadeloupe and Martinique.

The equity interests were transferred to Citibank, N.A., acting as escrow agent. Subject to the terms of the Escrow Agreement, upon McDonald’s exercise of the Call Option and its payment of the respective purchase price, the escrow agent or the applicable trustee must transfer the equity interests, free of any liens or encumbrances, to McDonald’s.

Upon the expiration or termination of the MFAs, in the event McDonald’s does not exercise its Call Option, the MFAs would expire and we would be required, among other obligations, to cease operating McDonald’s-branded restaurants, identifying our business with McDonald’s and using any of McDonald’s intellectual property. Although we would retain our real estate and our rights therein, the MFAs prohibit us from engaging in certain competitive businesses, including any local or international informal eating out or quick-service restaurants, or duplicating the McDonald’s system at another restaurant or business during the two-year period following the expiration of the MFAs. Moreover, McDonald’s would have the option to purchase the furniture, fixtures, signs, equipment, leasehold improvements and other similar fixed property or any portion thereof held by the franchised restaurant(s) designated by McDonald’s, for a sum equal to the fair market value of such property, by delivering a written notice to us within 60 days following any such termination or expiration.

Limitations on Indebtedness

Under the MFAs, we cannot incur certain indebtedness, without McDonald’s consent.

Under the MFAs, we must maintain a fixed charge coverage ratio (as defined therein) at least equal to 1.50 and a leverage ratio (as defined therein) not in excess of 4.25. If we are unable to comply with our original commitments under the MFAs or to obtain a waiver for any non-compliance in the future, we could be in material breach. Our breach of the MFAs would give McDonald’s certain rights, including the ability to acquire all or portions of our business. See “—Material Breach.”

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Letters of Credit

As security for the performance of our obligations under the MFAs, we have obtained letters of credit in favor of McDonald’s in the aggregate amount of $80.0 million from various banks and are required to maintain these letters of credit in effect.

The letters of credit contain a limited number of customary affirmative and negative covenants and benefit from guarantees from certain subsidiaries.

Although we do not have any amounts outstanding under our letters of credit at this time, any default under the letters of credit would also result in a material breach of our obligations under the MFAs.

Termination

The MFAs automatically terminate without the need for any party to it to take any further action if any type of insolvency or similar proceeding in respect of us, any of our subsidiaries or Beneficial Owner commences.

In the event of the occurrence of any material breach—other than our failure to achieve certain targeted openings—McDonald’s has the right to terminate the MFAs. If we fail to achieve such targeted openings, McDonald’s has the right to terminate our exclusive right to exploit the rights granted under the MFAs with respect to each Territory to which such failure may be attributable.

We must pay to McDonald’s any amounts owed under the MFAs within ten business days of the termination of the MFA. In addition, McDonald’s has the right to exercise its Call Option.

McDonald’s also has the option to purchase certain fixed property or any portion thereof for a sum equal to the fair market value of such property, by delivering a written notice within 60 days following any termination of the MFA. If we and McDonald’s fail to agree on the fair market value of the property being purchased, the fair market value of such property will be determined by a reputable international accounting firm designated by McDonald’s.

The 2029 Senior Notes and the 2032 Senior Notes

For a description of the 2029 Senior Notes and the 2032 Senior Notes, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”

The Revolving Credit Facility

For a description of the revolving credit facility entered into by the Company, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Revolving Credit Facility.”

Arcos Dourados Credit Agreements

For a description of the credit agreements entered into by Arcos Dourados Comercio de Alimentos S.A. with Bank of America, N.A., Citibank, N.A., and JPMorgan Chase Bank, N.A., respectively, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Arcos Dourados Credit Agreements.”

D. Exchange Controls

There are currently no exchange control regulations in the BVI applicable to us or our shareholders. For information about any exchange controls or restrictions in Argentina, Brazil and Mexico, see “Item 3. Key Information—A. Selected Financial Data—Exchange Rates and Exchange Controls.”

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E. Taxation

British Virgin Islands Tax Considerations

The following summary contains a general description of certain British Virgin Islands tax consequences of the acquisition, ownership and disposition of class A shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to hold class A shares. The general summary is based upon the tax laws of the British Virgin Islands and regulations thereunder as of the date hereof, which are subject to change.

We are not liable to pay any form of corporate taxation in the BVI and all dividends, interests, rents, royalties, compensations and other amounts paid by us to persons who are not persons resident in the BVI or providing services in the BVI are exempt from all forms of taxation in the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of ours by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligation or other securities of ours.

Subject to the payment of stamp duty on the acquisition or certain leasing of property in the BVI by us (and in respect of certain transactions in respect of the shares, debt obligations or other securities of BVI incorporated companies owning land in the BVI), all instruments relating to transfers of property to or by us and all instruments relating to transactions in respect of the shares, debt obligations or other securities of ours and all instruments relating to other transactions relating to our business are exempt from payment of stamp duty in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to us or our shareholders who are not providing services in the BVI.

The BVI has signed an inter-governmental agreement to improve international tax compliance and the exchange of information with the United States (the “U.S. IGA”). The BVI has also signed, along with over 100 other countries, a multilateral competent authority agreement to implement the Organization for Economic Co-Operation and Development (OECD) Standard for Automatic Exchange of Financial Account Information - Common Reporting Standard (the “CRS” and together with the U.S. IGA, “AEOI”).

Amendments have been made to the Mutual Legal Assistance (Tax Matters) Act 2003 and orders have been made pursuant to this statute (the “BVI Legislation”) to give effect to the terms of the U.S. IGA under BVI law. Guidance notes were published by the government of the BVI in March 2015 to provide practical assistance to entities and others affected by the U.S. IGA and the BVI Legislation (the “FATCA Guidance Notes”). Further amendments have been made to the BVI Legislation to give effect to the terms of the CRS, which took effect on January 1, 2016. The implementing legislation makes it clear that the CRS commentary published by the OECD is an integral part of the CRS and applies for the purposes of the automatic exchange of financial account information. Additional guidance was issued by the BVI International Tax Authority (the “ITA”) in October 2016 (and most recently updated by the ITA in August 2022) to aid with compliance with the BVI legislation relating to CRS (the “CRS Guidance Notes”).

All BVI “Financial Institutions” are required to comply with the registration, due diligence and reporting requirements of the BVI Legislation, except to the extent that they can rely on an exemption that allows them to become a “Non-Reporting Financial Institution” (as defined in the relevant BVI Legislation) with respect to one or more of the AEOI regimes.

We do not believe we are classified as a “Foreign Financial Institution” or “Financial Institution” within the meaning of AEOI and the BVI Legislation. However, if we were to determine that our classification has changed, we may request additional information from any shareholder and its beneficial owners to identify whether shares in the Company are held directly or indirectly by “Reportable Persons” (as defined by AEOI). Information in respect of Reportable Persons would be disclosed to the ITA of the BVI. The ITA in turn is required under AEOI and the BVI Legislation to disclose information in respect of Reportable Persons to the foreign fiscal authorities relevant to such Reportable Persons.

There is no income tax treaty currently in effect between the United States and the BVI.

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Material U.S. Federal Income Tax Considerations for U.S. Holders

The following summary describes the material U.S. federal income tax consequences of the ownership and disposition of class A shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to own such securities. This summary applies only to U.S. Holders (as defined below) that own class A shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including any minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) known as the Medicare contribution tax, and tax consequences applicable to certain U.S. Holders subject to special rules, such as:

• certain financial institutions;

• dealers or traders in securities who use a mark-to-market method of tax accounting;

• persons holding class A shares as part of a hedge, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to the class A shares;

• persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;

• tax exempt entities, including “individual retirement accounts” and “Roth IRAs”;

• entities classified as partnerships for U.S. federal income tax purposes;

• persons that own or are deemed to own ten percent or more of our shares, by vote or by value;

• persons who acquired our class A shares pursuant to the exercise of an employee stock option or otherwise as compensation; or

• persons holding class A shares in connection with a trade or business conducted outside the United States.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds class A shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding class A shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of the class A shares.

This discussion is based upon the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, all as of the date hereof, changes to any of which may affect the tax consequences described herein—possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of class A shares that is:

(1) a citizen or individual resident of the United States;

(2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

(3) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and foreign tax consequences of owning and disposing of class A shares in their particular circumstances.

This discussion assumes that we are not, and will not become, a “passive foreign investment company,” as described below.

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Taxation of Distributions

Distributions paid on class A shares, other than certain pro rata distributions of class A shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” and therefore may be taxable at rates applicable to long-term capital gains. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rates on dividends in their particular circumstances. The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.

Sale or Other Taxable Disposition of Class A Shares

For U.S. federal income tax purposes, gain or loss realized on the sale or other taxable disposition of class A shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder owned the class A shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the class A shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Passive Foreign Investment Company Rules

We believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for our 2025 taxable year and do not expect to be a PFIC for the current taxable year or in the foreseeable future. However, because the application of the Treasury Regulations is not entirely clear and because PFIC status depends on the composition of a company’s income and assets and the market value of its assets from time to time, there can be no assurance that we will not be a PFIC for any taxable year.

If we were a PFIC for any taxable year during which a U.S. Holder owned class A shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of the class A shares would be allocated ratably over the U.S. Holder’s holding period for the class A shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the resulting tax liability for each taxable year. Further, to the extent that any distribution received by a U.S. Holder on its class A shares exceeds 125% of the average of the annual distributions on the class A shares received during the preceding three years or such U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain on the disposition of a share of a PFIC, described immediately above. If we were a PFIC, certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the class A shares that differ from the treatment set forth in this paragraph.

In addition, if we were a PFIC or, with respect to any U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

If we are a PFIC for any taxable year during which a U.S. Holder owned our class A shares, the U.S. Holder will generally be required to file IRS Form 8621 (or any successor form) with their annual U.S. federal income tax returns, subject to certain exceptions.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

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Certain U.S. Holders who are individuals (and specified entities that are formed or availed of for purposes of holding certain foreign financial assets) may be required to report information relating to their ownership of stock of a non-U.S. person, subject to certain exceptions (including an exception for stock held in certain accounts maintained by a U.S. financial institution). U.S. Holders should consult their tax advisers regarding the effect, if any, of these reporting requirements on their ownership and disposition of class A shares.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information filed by us electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will send the transfer agent a copy of all notices of shareholders’ meetings and other reports, communications and information that are made generally available to shareholders. The transfer agent has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the transfer agent and will make available to all shareholders such notices and all such other reports and communications received by the transfer agent.

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

In the ordinary course of our business activities, we are exposed to various market risks that are beyond our control, including fluctuations in foreign exchange rates and the price of our primary supplies, and which may have an adverse effect on the value of our financial assets and liabilities, future cash flows and profit. As a result of these market risks, we could suffer a loss due to adverse changes in foreign exchange rates and the price of commodities in the international markets. In addition, we are subject to equity price risk relating to our share-based compensation plans. Our policy with respect to these market risks is to assess the potential of experiencing losses and the consolidated impact thereof, and to mitigate these market risks. We do not enter into market risk sensitive instruments for trading or speculative purposes.

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Foreign Currency Exchange Rate Risk

Foreign Currency Exchange Rate Risk in 2025

We are exposed to foreign currency exchange rate risk primarily in connection with the fluctuation in the value of the local currencies of the countries in which we operate, such as the Brazilian real and the Mexican peso, among others. We generate revenues and cash from our operations in local currencies while a significant portion of our long-term debt is denominated in U.S. dollars. An adverse change in foreign currency exchange rates would therefore affect the generation of cash flow from operations in U.S. dollars, which could negatively impact our ability to pay amounts owed in U.S. dollars. In order to partially mitigate the foreign exchange rate risk related to our long-term debt, we entered into certain derivative instruments. See Note 14 to our consolidated financial statements for more detail. Moreover, our continuing royalty payments to McDonald’s pursuant to the MFAs must be translated into and paid in U.S. dollars using the exchange rate of the last business day of the month, payable on the seventh day subsequent to each month-end. As such, in the intervening period we are subject to foreign exchange risk.

While substantially all our income is denominated in the local currencies of the countries in which we operate, our supply chain management involves the importation of various products, and some of our imports are denominated in U.S. dollars. Therefore, we are exposed to foreign currency exchange risk related to imports. We have entered into various forward contracts to hedge a portion of the foreign exchange risk associated with the forecasted imports of certain countries. See Note 14 to our consolidated financial statements for more details.

We are also exposed to foreign exchange risk related to U.S. dollar-denominated intercompany balances held by certain of our operating subsidiaries with our holding companies, and to foreign currency-denominated intercompany balances held by our holding companies with certain operating subsidiaries. Although these intercompany balances are eliminated through consolidation, a fluctuation in exchange rates could have a significant impact on our results through the recognition of foreign currency exchange losses in our consolidated income (loss) statement. To help mitigate some of these foreign currency exchange rate risks, we have entered into certain derivative instruments. See Note 14 to our consolidated financial statements for more details.

An appreciation of 10.0% in the value of the European euro against the U.S. dollar would result in a foreign exchange loss of $8.7 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Martinique of $79.7 million as of December 31, 2025.

An appreciation of 10.0% in the value of the Costa Rican colon against the U.S. dollar would result in a foreign exchange loss of $7.9 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Costa Rica of $72.1 million as of December 31, 2025.

An appreciation of 10.0% in the value of the Uruguayan peso against the U.S. dollar would result in a foreign exchange loss of $5.4 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Uruguay of $49.3 million as of December 31, 2025.

A depreciation of 10.0% in the value of the Peruvian Soles against the U.S. dollar would result in a foreign exchange loss of $0.9 million mainly related to the outstanding U.S. dollar-denominated intercompany loan held by our subsidiary in Peru of $9.9 million as of December 31, 2025.

A depreciation of 10.0% in the value of the Brazilian real against the U.S. dollar would result in a net foreign exchange loss totaling $0.5 million over (i) U.S. dollar-denominated intercompany loans held by our Brazilian subsidiary partially offset by derivatives of $2.9 million, (ii) the Brazilian real-denominated intercompany payable held by our subsidiary Arcos Dorados B.V. and LatAm LLC of R$6.2 million, and (iii) the outstanding balance of the U.S. dollar-denominated intercompany net debt held by our Brazilian subsidiaries of $3.9 million as of December 31, 2025.

Fluctuations in the value of the other local currencies against the U.S. dollar would not result in material foreign exchange gains or losses as of December 31, 2025 since there are no other significant intercompany balances exposed to foreign exchange risk.

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Summary of Foreign Currency Exchange Rate Risk in 2024

We are exposed to foreign currency exchange rate risk primarily in connection with the fluctuation in the value of the local currencies of the countries in which we operate, such as the Brazilian real and the Mexican peso, among others. We generate revenues and cash from our operations in local currencies while a significant portion of our long-term debt is denominated in U.S. dollars. An adverse change in foreign currency exchange rates would therefore affect the generation of cash flow from operations in U.S. dollars, which could negatively impact our ability to pay amounts owed in U.S. dollars. In order to partially mitigate the foreign exchange rate risk related to our long-term debt, we entered into certain derivative instruments. See Note 14 to our consolidated financial statements for more detail. Moreover, our royalty payments to McDonald’s pursuant to the MFAs must be translated into and paid in U.S. dollars using the exchange rate of the last business day of the month, payable on the seventh day subsequent to each month-end. As such, in the intervening period we are subject to foreign exchange risk.

We are also exposed to foreign exchange risk related to U.S. dollar-denominated intercompany balances held by certain of our operating subsidiaries with our holding companies, and to foreign currency-denominated intercompany balances held by our holding companies with certain operating subsidiaries. Although these intercompany balances are eliminated through consolidation, a fluctuation in exchange rates could have a significant impact on our results through the recognition of foreign currency exchange losses in our consolidated (loss) income statement. To help mitigate some of these foreign currency exchange rate risks, we have entered into certain derivative instruments. See Note 14 to our consolidated financial statements for more details.

An appreciation of 10.0% in the value of the European euro against the U.S. dollar would result in a foreign exchange loss of $8.4 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Martinique of $77.7 million as of December 31, 2024.

An appreciation of 10.0% in the value of the Costa Rican colon against the U.S. dollar would result in a foreign exchange loss of $6.7 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Costa Rica of $61.6 million as of December 31, 2024.

An appreciation of 10.0% in the value of the Uruguayan peso against the U.S. dollar would result in a foreign exchange loss of $4.9 million mainly related to the outstanding U.S. dollar-denominated intercompany receivable held by our subsidiary in Uruguay of $44.0 million as of December 31, 2024.

A depreciation of 10.0% in the value of the Brazilian real against the U.S. dollar would result in a net foreign exchange loss totaling $1.7 million over (i) U.S. dollar-denominated intercompany loans held by our Brazilian subsidiary partially offset by derivatives of $18.0 million, (ii) the Brazilian real-denominated intercompany payable held by our subsidiary Arcos Dorados B.V. and Latam LLC of R$6.4 million, and (iii) the outstanding balance of the U.S. dollar-denominated intercompany net debt held by our Brazilian subsidiaries of $2.2 million as of December 31, 2024.

A depreciation of 10.0% in the value of the Peruvian Soles against the U.S. dollar would result in a foreign exchange loss of $0.8 million mainly related to the outstanding U.S. dollar-denominated intercompany loan held by our subsidiary in Peru of $8.5 million as of December 31, 2024.

Fluctuations in the value of the other local currencies against the U.S. dollar would not result in material foreign exchange gains or losses as of December 31, 2024 since there are no other significant intercompany balances exposed to foreign exchange risk.

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Commodity Price Risk

With respect to commodities exposure, given that we source beef, poultry, grains, shortening, dairy products, flours, cellulose, sugar, amongst other agricultural related products, we are exposed to commodities market risk due to changes in commodity prices that have a direct impact on our costs. We attempt to minimize this risk in a number of ways, including by: entering into commodity hedges through our suppliers (e.g., beef, grains and oil), entering into pricing agreements to lock in prices with key global suppliers for main cost drivers, and negotiating pricing protocol standards by working on open-book agreements with suppliers to have visibility and transparency on actual costs and adjust pricing accordingly. Arcos Dorados’ volume also provides leverage and helps to mitigate impact and gain purchasing power above our competitors. Finally, a dedicated team is continuously seeking cost saving initiatives, such as productivity efficiencies and lower logistics, ingredients and/or formulation costs.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

A. Defaults

No matters to report.

B. Arrears and Delinquencies

No matters to report.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A. Material Modifications to Instruments

None.

B. Material Modifications to Rights

None.

C. Withdrawal or Substitution of Assets

None.

D. Change in Trustees or Paying Agents

None.

E. Use of Proceeds

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

As of December 31, 2025, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025 in ensuring that information we are required to disclose in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

B. Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining an adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes, in accordance with generally accepted accounting principles. These include those policies and procedures that:

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• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements, in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorization of our management and directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, effective control over financial reporting cannot, and does not, provide absolute assurance of achieving our control objectives. Also, projections of, and any evaluation of effectiveness of the internal controls in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We have adapted our internal control over financial reporting based on the guidelines set by the Internal Control—Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework), or “COSO.”

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the guidelines set forth by the COSO.

Based on this assessment, management believes that, as of December 31, 2025, its internal control over financial reporting was effective based on those criteria.

C. Attestation Report of the Registered Public Accounting Firm

Pistrelli, Henry Martin y Asociados S.A., member firm of Ernst & Young Global Limited, independent registered public accounting firm, has audited and reported on the effectiveness of our internal controls over financial reporting as of December 31, 2025, as stated in their report which appears below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

ARCOS DORADOS HOLDINGS INC.:

Opinion on Internal Control over Financial Reporting

We have audited Arcos Dorados Holdings Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Arcos Dorados Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”) and our report dated March 19, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may became inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Pistrelli, Henry Martin y Asociados S.A.

________________________________________

PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.

Member of Ernst & Young Global Limited

Buenos Aires, Argentina

March 19, 2026

D. Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 or 15d-15 that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our audit committee consists of four directors, Mr. Michael Chu (chairman of the committee), Mr. José Alberto Vélez, Mr. José Fernández and Ms. Cristina Presz Palmaka De Luca, who was appointed to the audit committee in October 2025, each of whom is independent within the meaning of the SEC and NYSE corporate governance rules applicable to foreign private issuers. Our Board of Directors has determined that Mr. Chu, Mr. Vélez, Mr. Fernandez Ms. Presz Palmaka De Luca are also “audit committee financial experts” as defined by the SEC.

ITEM 16B. CODE OF ETHICS

Our Board of Directors has approved and adopted our Standards of Business Conduct, which are a code of ethics that applies to all employees of Arcos Dorados, including executive officers, and to our board members. Our Standards of Business Conduct are an exhibit to this annual report.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table describes the amounts billed to us by the principal accountant, for audit and other services performed in fiscal years 2025 and 2024.

	2025		2024
	(in thousands of U.S. dollars)
Audit fees	$	2,979	$	3,272
Audit-related fees	34		4
Tax fees	622		507
All other fees	197		29

Audit Fees

Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our annual consolidated financial statements, the reviews of our quarterly consolidated financial statements submitted on Form 6-K (when required by management) and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, attestation services, consents and assistance with and review of documents filed with the Securities and Exchange Commission.

Audit-Related Fees

Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements for fiscal year 2025 and not reported under the previous category. These services would include, among others: employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

Tax Fees

Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.

All Other Fees

All other fees are fees not reported under other categories.

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Pre-Approval Policies and Procedures

Our audit committee charter requires the audit committee to pre-approve the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services. The audit committee may delegate its authority to pre-approve services to the Chair of the audit committee, provided that such designees present any such approvals to the full audit committee at the next audit committee meeting.

All of the audit fees, audit-related fees, tax fees and all other fees described in this Item 16C have been pre-approved by the audit committee in accordance with these pre-approval policies and procedures.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

In 2025, the Company did not purchase any class A shares.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G. CORPORATE GOVERNANCE

Our class A shares are listed on the NYSE. We are therefore required to comply with certain of the NYSE’s corporate governance listing standards, or the NYSE Standards. As a foreign private issuer, we may follow our home country’s corporate governance practices in lieu of most of the NYSE Standards. Our corporate governance practices differ in certain significant respects from those that U.S. companies must adopt in order to maintain a NYSE listing and, in accordance with Section 303A.11 of the NYSE Listed Company Manual, a brief, general summary of those differences is provided as follows.

Director independence

The NYSE Standards require a majority of the membership of NYSE-listed company boards to be composed of independent directors. Neither British Virgin Islands law, the law of our country of incorporation, nor our memorandum and articles of association require a majority of our board to consist of independent directors. Our Board of Directors currently consists of 13 members, eight of whom are independent directors.

Non-management directors’ executive sessions

The NYSE Standards require non-management directors of NYSE-listed companies to meet at regularly scheduled executive sessions without management. Our memorandum and articles of association do not require our non-management directors to hold such meetings.

Committee member composition

The NYSE Standards require NYSE-listed companies to have a nominating/corporate governance committee and a compensation committee that are composed entirely of independent directors. British Virgin Islands law, the law of our country of incorporation, does not impose similar requirements. While we have a Compensation and Nomination Committee, not all directors are independent.

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Independence of the compensation and nomination committee and its advisers

NYSE listing standards require that the board of directors of a listed company consider two factors (in addition to the existing general independence tests) in the evaluation of the independence of compensation committee members: (i) the source of compensation of the director, including any consulting, advisory or other compensatory fees paid by the listed company, and (ii) whether the director has an affiliate relationship with the listed company, a subsidiary of the listed company or an affiliate of a subsidiary of the listed company. In addition, before selecting or receiving advice from a compensation consultant or other adviser, the compensation committee of a listed company is required to take into consideration six specific factors, as well as all other factors relevant to an adviser’s independence.

Foreign private issuers such as us are exempt from these requirements if home country practice is followed. British Virgin Islands law does not impose similar requirements.

Miscellaneous

In addition to the above differences, we are not required to: make our audit and compensation and nomination committees prepare a written charter that addresses either purposes and responsibilities or performance evaluations in a manner that would satisfy the NYSE’s requirements; acquire shareholder approval of equity compensation plans in certain cases; or adopt and make publicly available corporate governance guidelines.

We were incorporated under, and are governed by, the laws of the British Virgin Islands. For a summary of some of the differences between provisions of the BVI Act applicable to us and the laws application to companies incorporated in Delaware and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.”

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of our insider trading policy is filed as Exhibit 19 to this report.

ITEM 16K. CYBERSECURITY

Cybersecurity Risk Management

Our cybersecurity risk management program is designed to align with industry best practices and provides a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of technology and technology services provided by third-party service providers, and facilitate coordination across different departments of our company. This framework is aligned with the five core functions of the National Institute of Standards and Technology’s Cybersecurity Framework: Identify, Protect, Detect, Respond, and Recover. Each function contains categories, further broken down into subcategories, providing a structured approach to managing cyber risks and enabling us to identify and prioritize specific areas for improvement based on identified risks, measure and track progress in improving our cybersecurity posture over time and communicate and collaborate effectively with respect to cybersecurity risks and controls across the organization. Our cybersecurity team also engages third-party security experts for risk assessment, consultancy and system enhancements. We include minimum cybersecurity requirements in our contracts with vendors and we have a process in place to periodically assess cybersecurity capabilities of critical IT vendors. In addition, our cybersecurity team provides training to all employees on a regular basis.

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Cybersecurity Governance

Cybersecurity risk management is integrated to our overall enterprise risk management program. Our board of directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the audit committee of the board of directors. The audit committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The audit committee also reports material cybersecurity risks to our full board of directors. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Innovation and Technology Officer (CITO) who receives reports from our Cybersecurity Director and our cybersecurity team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our Cybersecurity Director has 20 years of experience in the information security and IT audit fields and holds a Certified Information Systems Security Professional (CISSP) certification from The International Information System Security Certification Consortium (ISC2). Management, including the CITO and the Cybersecurity Director, regularly update the audit committee on the company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports annually that cover, among other topics, third-party assessments of the company’s cybersecurity programs, developments in cybersecurity and updates to the company’s cybersecurity programs and mitigation strategies.

In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Risk Factors—Information technology system failures or interruptions or breaches of our network security may interrupt our operations, lead to a loss of sales and revenue, exposing us to increased operating costs, fraud, data protection incidents and litigation” in this annual report on Form 20-F.

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PART III

ITEM 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

ITEM 18. FINANCIAL STATEMENTS

Financial Statements are filed as part of this annual report. See page F-1.

ITEM 19. EXHIBITS

Exhibit No.	Description
1.1	Memorandum and Articles of Association, incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form F-1 (File No. 333-173063) filed with the SEC on March 25, 2011.
2.1	Indenture dated April 27, 2022 among Arcos Dorados B.V., as issuer, Arcos Dorados Holdings Inc., as Parent Guarantor, the Subsidiary Guarantors named therein, Citibank N.A., as trustee, registrar, paying agent and transfer agent, and Banque Internationale á Luxembourg, Société Anonyme, as Luxembourg paying agent, incorporated herein by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on April 29, 2022.
2.2	Description of the Registrant’s Capital Stock, incorporated herein by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the SEC on April 29, 2020.
2.3	Indenture, dated January 29, 2025, among Arcos Dorados B.V., as issuer, Arcos Dorados Holdings, Inc. as Parent Guarantor, the Subsidiary Guarantors named therein, Citibank N.A., as trustee, registrar, paying agent and transfer agent, and Banque Internationale a Luxembourg, Societe Anonyme, as Luxembourg paying agent , incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 29, 2025.
4.1	Third Amended and Restated Master Franchise Agreement for McDonald’s Restaurants in All of the Territories, except Brazil, dated as of April 28, 2025 , incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on Aprilhttps://www.sec.gov/Archives/edgar/data/1508478/000162828025020727/exhibit412024.htm29, 2025.
4.2	Third Amended and Restated Master Franchise Agreement for McDonald’s Restaurants in Brazil, dated as of December 30, 2024 , incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on Aprilhttps://www.sec.gov/Archives/edgar/data/1508478/000162828025020727/exhibit422024.htm29, 2025.
4.3	Amended and Restated Escrow Agreement dated October 12, 2010 among McDonald’s Latin America, LLC, LatAm, LLC, each of the Escrowed MF Subsidiaries, Arcos Dorados Restaurantes de Chile Ltda., Arcos Dorados B.V., Deutsche Bank Trust Company Americas, as collateral agent, and Citibank, N.A., as escrow agent, incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 (File No. 333-173063) filed with the SEC on March 25, 2011.
4.4	ISDA Master Agreement dated as of April 20, 2012 between Bank of America, N.A. and Arcos Dorados Holdings Inc., incorporated herein by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012 filed with the SEC on April 26, 2013.
4.5	ISDA Schedule to the 2012 Master Agreement dated as of April 20, 2012 between Bank of America, N.A. and Arcos Dorados Holdings Inc., incorporated herein by reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2012 filed with the SEC on April 26, 2013.
4.6	ISDA Master Agreement dated as of September 6, 2013 between Citibank, N.A. and Arcos Dorados Holdings Inc, incorporated herein by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 29, 2021.
4.7	ISDA Schedule to the 2013 Master Agreement dated as of September 6, 2013 between Citibank, N.A. and Arcos Dorados Holdings Inc., incorporated herein by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 29, 2021.
4.8	Application and Agreement for Irrevocable Standby Letter of Credit Agreement dated as of November 3, 2015 among Arcos Dorados B.V., as applicant, McDonald’s Latin America, LLC, as beneficiary, and JPMorgan Chase Bank, N.A., as lender, incorporated herein by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 29, 2021.

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Exhibit No.	Description
4.9	Amendment No. 2 dated as of November 2, 2021 to the Application and Agreement for Irrevocable Standby Letter of Credit Agreement dated as of November 3, 2015 among Arcos Dorados B.V., as applicant, McDonald’s Latin America, LLC, as beneficiary, and JPMorgan Chase Bank, N.A., as lender, incorporated herein by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on April 29, 2022.
4.10	Amendment No. 1 dated as of November 5, 2018 to the Application and Agreement for Irrevocable Standby Letter of Credit Agreement dated as of November 3, 2015 among Arcos Dorados B.V., as applicant, McDonald’s Latin America, LLC, as beneficiary, and JPMorgan Chase Bank, N.A., as lender, incorporated herein by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on April 29, 2021.
4.11	Amendment No. 3 dated as of June 6, 2024 to the Application and Agreement for Irrevocable Standby Letter of Credit Agreement dated as of November 3, 2015 among Arcos Dorados B.V., as applicant, McDonald’s Latin America, LLC, as beneficiary, and JPMorgan Chase Bank, N.A., as lender , incorporated by reference to Exhibit 4.2 4 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 29, 2025.
4.12	Continuing Standby Letter of Credit Agreement dated as of June 14, 2024, among Arcos Dorados B.V., as applicant, McDonald’s Latin America, LLC, as beneficiary, and ItaúUnibanco S.A., Miami Branch, as bank , incorporated by reference to Exhibit 4.2 5 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 29, 2 025.
4.13*	Credit Agreement, dated as of September 30, 2025, among Arcos Dorados Holdings Inc. and Arcos Dorados B.V., as Borrowers, certain subsidiaries of the Borrowers, as Guarantors, and JPMorgan Chase Bank N.A., as Sole Lead Arranger and Bookrunner of a Syndicate of Lenders
4.14*	First Amendment, dated as of October 16, 2025, to Credit Agreement, dated as of September 30, 2025, among Arcos Dorados Holdings Inc. and Arcos Dorados B.V., as Borrowers, certain subsidiaries of the Borrowers, as Guarantors, and JPMorgan Chase Bank N.A., as Sole Lead Arranger and Bookrunner of a Syndicate of Lenders
4.15*	ISDA Master Agreement dated as of December 18, 2025 between Citibank, N.A. and Arcos Dorados B.V.
4.16*	ISDA Schedule to the 2025 Master Agreement dated as of December 18, 2025 between Citibank, N.A. and Arcos Dorados Holdings Inc.
4.17*	ISDA Master Agreement dated as of December 18, 2025 between J.P. Morgan SE and Arcos Dorados B.V.
4.18*	ISDA Schedule to the 2025 Master Agreement dated as of December 18, 2025 between JPMorgan SE, N.A. and Arcos Dorados B.V.
4.19*	Letter of Credit Agreement (Continuing Letter of Credit and Security Agreement – Standby Credits) between Arcos Dorados B.V and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch dated as of October 25, 2025 .
8.1*	List of Subsidiaries.
11.1	Standards of Business Conduct of the Company, incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2018 filed with the SEC on April 26, 2019.
12.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
12.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
13.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
13.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
19.1	Insider Trading Policy , incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 29, 2025.
97.1	Arcos Dorados Holdings Inc. Compensation Recoupment Policy, incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on April 29, 2024.
101.INS**	Inline XBRL Instance Document
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document

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Exhibit No.	Description
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104**	Inline Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed with this Annual Report on Form 20-F.

** In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Arcos Dorados Holdings Inc.
By:	/s/ Mariano Tannenbaum
	Name: Mariano Tannenbaum
	Title: Chief Financial Officer

Date: April 30, 2026

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Arcos Dorados Holdings Inc.

Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

F-1

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INDEX TO FINANCIAL STATEMENTS

Audited Consolidated Financial Statements – Arcos Dorados Holdings Inc.

Report of Independent Registered Public Accounting Firm PCAOB ID: 1449	F-3
Consolidated Statements of Income for the fiscal years ended December 31, 2025, 2024 and 2023	F-5
Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2025, 2024 and 2023	F-6
Consolidated Balance Sheet as of December 31, 2025 and 2024	F-7
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2025, 2024 and 2023	F-8
Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2025, 2024 and 2023	F-10
Notes to the Consolidated Financial Statements as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025	F-11

F-2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

ARCOS DORADOS HOLDINGS INC.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Arcos Dorados Holdings Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 19, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

F-3

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	Tax contingencies
Description of the Matter	The Company has operations in Brazil representing 37.8% of the revenues of the group for the year ended December 31, 2025 and maintains a provision for tax contingencies in that country that represents an 80% of the provision for contingencies balance of the group as of December 31, 2025. As described in notes 3 and 19, the Company assesses the likelihood of any adverse judgments in outcomes on its tax positions, including income tax and other taxes, based on the technical merits of a tax position derived from legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position.<br> <br>Auditing the measurement of tax contingencies related to certain claims and transactions was challenging because their measurement is complex, highly judgmental, and is based on interpretations of tax laws, case-law jurisprudence and requires estimating the future outcome of individual claims.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls around identification of matters, evaluation of tax opinions, and tested management’s review controls over the assumptions made in the estimation of provisions and related disclosures.<br><br><br><br>To test the tax contingencies provision, our audit procedures included, among others, involving personnel with specialized knowledge to assess the technical merits of the Company’s tax positions; assessing the Company’s correspondence with the relevant tax authorities; evaluating third-party tax opinions obtained by the Company; separately corresponding with certain key external tax and legal advisors of the Company, inspecting the minutes of the meetings of the Audit Committee and Board of Directors; obtaining confirmation letters from the Company’s tax director, and evaluating the application of relevant tax law in the Company’s determination of its provision. We assessed the assumptions made by management in relation to the potential outcomes with historical information.<br><br><br><br>We also evaluated the disclosures included in notes 3 and 19 to the consolidated financial statements in relation to these matters.
/s/ Pistrelli, Henry Martin y Asociados S.A.
---
PISTRELLI, HENRY MARTIN Y ASOCIADOS S.A.
Member of Ernst & Young Global Limited
We have served as the Company’s auditor since 2007.

Buenos Aires, Argentina

March 19, 2026

F-4

Arcos Dorados Holdings Inc.

Consolidated Statements of Income

For the fiscal years ended December 31, 2025, 2024 and 2023

Amounts in thousands of US dollars, except for share data and as otherwise indicated

REVENUES	2025		2024		2023
Sales by Company-operated restaurants	$	4,465,177	$	4,266,748	$	4,137,675
Revenues from franchised restaurants	213,082		203,414		194,203
Total revenues	4,678,259		4,470,162		4,331,878
OPERATING COSTS AND EXPENSES
Company-operated restaurant expenses:
Food and paper	(1,606,076)		(1,498,853)		(1,457,720)
Payroll and employee benefits	(835,109)		(797,620)		(790,042)
Occupancy and other operating expenses	(1,300,420)		(1,238,220)		(1,154,334)
Royalty fees	(273,018)		(265,382)		(249,278)
Franchised restaurants – occupancy expenses	(89,518)		(83,665)		(83,359)
General and administrative expenses	(312,750)		(279,859)		(285,000)
Other operating income, net	103,025		17,952		1,894
Total operating costs and expenses	(4,313,866)		(4,145,647)		(4,017,839)
Operating income	364,393		324,515		314,039
Net interest expense and other financing results	(13,660)		(47,238)		(32,275)
(Loss) Gain from derivative instruments	(3,078)		941		(13,183)
Foreign currency exchange results	(4,859)		(15,063)		10,774
Other non-operating expenses, net	(1,484)		(3,873)		(1,238)
Income before income taxes	341,312		259,282		278,117
Income tax expense, net	(128,728)		(109,903)		(95,702)
Net income	212,584		149,379		182,415
Less: Net income attributable to non-controlling interests	(468)		(620)		(1,141)
Net income attributable to Arcos Dorados Holdings Inc.	$	212,116	$	148,759	$	181,274
Earnings per share information:
Basic and Diluted net income attributable to Arcos Dorados Holdings Inc. per common share	$	1.01	$	0.71	$	0.86

See Notes to the Consolidated Financial Statements.

F-5

Arcos Dorados Holdings Inc.

Consolidated Statements of Comprehensive Income

For the fiscal years ended December 31, 2025, 2024 and 2023

Amounts in thousands of US dollars

	2025		2024		2023
Net income	$	212,584	$	149,379	$	182,415
Other comprehensive income (loss), net of tax:
Foreign currency translation	96,807		(111,951)		53,304
Cash flow hedges:
Net (loss) gain recognized in accumulated other comprehensive loss	(27,595)		33,150		(17,393)
Reclassification of net loss (gain) to consolidated statements of income	27,635		(26,904)		15,124
Cash flow hedges (net of deferred income taxes of $(1,664), $(1,597) and $896)	40		6,246		(2,269)
Securities available for sale:
Unrealized loss on available for sale securities	(134)		(552)		(1,780)
Reclassification of net loss to consolidated statements of income	4,204		774		1,119
Securities available for sale (net of deferred income taxes $68, $99 and $577).	4,070		222		(661)
Total other comprehensive income (loss)	100,917		(105,483)		50,374
Comprehensive income	313,501		43,896		232,789
Less: Comprehensive income attributable to non-controlling interests	(531)		(540)		(1,136)
Comprehensive income attributable to Arcos Dorados Holdings Inc.	$	312,970	$	43,356	$	231,653

See Notes to the Consolidated Financial Statements.

F-6

Arcos Dorados Holdings Inc.

Consolidated Balance Sheet

As of December 31, 2025 and 2024

Amounts in thousands of US dollars, except for share data and as otherwise indicated

ASSETS	2025		2024
Current assets
Cash and cash equivalents	$	373,438	$	135,064
Short-term investments	48,909		3,529
Accounts and notes receivable, net	164,482		119,441
Other receivables	84,474		42,469
Inventories	66,390		51,650
Prepaid expenses and other current assets	103,900		115,834
Derivative instruments	10,365		416
Total current assets	851,958		468,403
Non-current assets
Miscellaneous	251,531		93,581
Collateral deposits	2,500		2,500
Property and equipment, net	1,308,732		1,127,042
Net intangible assets and goodwill	148,950		66,644
Deferred income taxes	104,250		90,287
Derivative instruments	68,339		79,874
Equity method investments	16,033		14,346
Lease right of use asset	1,133,551		949,977
Total non-current assets	3,033,886		2,424,251
Total assets	$	3,885,844	$	2,892,654
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	356,606	$	347,895
Royalties payable to McDonald’s Corporation	34,099		20,860
Income taxes payable	50,635		39,004
Other taxes payable	93,287		79,462
Accrued payroll and other liabilities	145,460		113,259
Provision for contingencies	1,455		1,199
Interest payable	18,915		7,798
Short-term debt	—		60,251
Current portion of long-term debt	11,776		2,624
Derivative instruments	9,666		1,292
Operating lease liabilities	106,836		92,280
Total current liabilities	828,735		765,924
Non-current liabilities
Accrued payroll and other liabilities	91,801		20,928
Provision for contingencies	49,399		29,157
Long-term debt, excluding current portion	1,125,885		715,974
Derivative instruments	14,201		—
Deferred income taxes	2,757		2,084
Operating lease liabilities	1,000,927		849,158
Total non-current liabilities	2,284,970		1,617,301
Total liabilities	$	3,113,705	$	2,383,225
Equity
Class A shares of common stock	$	389,967	$	389,967
Class B shares of common stock	132,915		132,915
Additional paid-in capital	8,659		8,659
Retained earnings	825,946		664,390
Accumulated other comprehensive loss	(567,630)		(668,484)
Common stock in treasury	(19,367)		(19,367)
Total Arcos Dorados Holdings Inc. shareholders’ equity	770,490		508,080
Non-controlling interests in subsidiaries	1,649		1,349
Total equity	772,139		509,429
Total liabilities and equity	$	3,885,844	$	2,892,654

See Notes to the Consolidated Financial Statements.

F-7

Arcos Dorados Holdings Inc.

Consolidated Statements of Cash Flows

For the fiscal years ended December 31, 2025, 2024 and 2023

Amounts in thousands of US dollars

	2025		2024		2023
Operating activities
Net income attributable to Arcos Dorados Holdings Inc.	$	212,116	$	148,759	$	181,274
Adjustments to reconcile net income attributable to Arcos Dorados Holdings Inc. to cash provided by operating activities:
Non-cash charges and credits:
Depreciation and amortization	197,257		177,354		149,268
Loss (gain) from derivative instruments	3,078		(941)		13,183
Amortization and accrual of letter of credit fees and deferred financing costs	5,943		4,869		4,268
Deferred income taxes	(4,853)		(11,389)		(4,310)
Foreign currency exchange results	11,867		9,051		3,162
Accrued net share-based compensation expense	4,585		953		14,337
Write-off of long-lived assets	6,557		2,650		8,401
Gain on restaurant transactions	(10,701)		(6,550)		(4,008)
Others, net	105		2,402		(6,227)
Changes in assets and liabilities:
Accounts and notes receivables	(39,856)		209		(46,021)
Other receivables	(34,025)		(11,553)		(15,223)
Prepaid expenses and other assets	12,295		(10,447)		(33,211)
Inventories	(9,286)		(4,250)		4,827
Miscellaneous	(147,667)		(18,193)		(7,298)
Accounts payable	2,954		24,460		70,003
Income taxes payable	10,411		(23,055)		7,755
Other taxes payable	12,408		6,542		25,452
Accrued payroll, other liabilities and provision for contingencies	39,617		(25,670)		17,272
Royalties payable to McDonald’s Corporation	12,607		1,079		(719)
Others	10,932		567		(220)
Net cash provided by operating activities	296,344		266,847		381,965
Investing activities
Property and equipment expenditures	(281,350)		(327,636)		(360,097)
Purchases of restaurant businesses paid at acquisition date	(7,057)		(6,083)		(2,081)
Proceeds from sales of property and equipment, restaurant businesses and related advances	2,569		8,210		2,540
Proceeds from short-term investments	88,669		76,114		66,735
Acquisitions of short-term investments	(134,164)		(30,000)		(86,719)
Other investing activity	(3,694)		(936)		(727)
Net cash used in investing activities	(335,027)		(280,331)		(380,349)
Financing activities
Issuance of 2032 Notes	597,498		—		—
Proceeds from sale of 2029 Senior Notes	16,156		—		—
Cash tender, Open Market Repurchases and Settlement at maturity of 2023, 2027 and 2029 Senior Notes	(379,265)		—		(22,941)
Dividend payments to Arcos Dorados Holdings Inc. shareholders	(50,560)		(50,557)		(40,022)
Short and long-term borrowings	176,447		77,240		29,679
Payment of short and other long-term debt	(58,819)		(43,572)		(1,095)
Payments for debt issue costs	(6,720)		—		—
Collection of derivative instruments	1,870		331		30,880
Payments related to derivative instruments and derivative premiums	(708)		(15,274)		(3,296)
Other financing activities	(7,145)		(5,330)		(5,028)
Net cash provided by (used in) financing activities	288,754		(37,162)		(11,823)
Effect of exchange rate changes on cash and cash equivalents	(11,697)		(10,951)		(60,069)
Increase (decrease) in cash and cash equivalents	238,374		(61,597)		(70,276)
Cash and cash equivalents at the beginning of the year	135,064		196,661		266,937
Cash and cash equivalents at the end of the year	$	373,438	$	135,064	$	196,661

F-8

Arcos Dorados Holdings Inc.

Consolidated Statements of Cash Flows

For the fiscal years ended December 31, 2025, 2024 and 2023

Amounts in thousands of US dollars

	2025		2024		2023
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	59,352	$	52,004	$	47,510
Income tax	116,141		120,847		72,766
Non-cash investing and financing activities:
Exchange of assets	$	—	$	—	$	3,538
Seller financing and others pending of payment	1,260		1,622		1,700
Settlement of franchise receivables related to purchases of restaurant businesses	—		1,434		—
Receivable related to sales of restaurant businesses	3,817		1,140		—
Initial Franchise Fee	67,592		—		—

See Notes to the Consolidated Financial Statements

F-9

Arcos Dorados Holdings Inc.

Consolidated Statements of Changes in Equity

For the fiscal years ended December 31, 2025, 2024 and 2023

Amounts in thousands of US dollars, except for share data and as otherwise indicated

	Arcos Dorados Holdings Inc. Shareholders
	Class A shares of common stock			Class B shares of common stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Common Stock in treasury			Total		Non-controlling interests		Total
	Number	Amount		Number	Amount			Number					Amount
Balances at December 31, 2022	132,903,607	$	389,393	80,000,000	$	132,915	$	9,206	$	424,936	$	(613,460)	(2,309,062)	$	(19,367)	$	323,623	$	804	$	324,427
Net income for the year	—	—		—	—		—		181,274		—		—	—		181,274		1,141		182,415
Other comprehensive income	—	—		—	—		—				50,379		—	—		50,379		(5)		50,374
Cash Dividends to Arcos Dorados Holdings Inc.’s shareholders ($0.19 per share)	—	—		—	—		—		(40,022)		—		—	—		(40,022)		—		(40,022)
Issuance of shares in connection with the partial vesting of outstanding restricted share units under the 2011 Equity Incentive Plan	60,424	514		—	—		(514)		—		—		—	—		—		—		—
Stock-based compensation related to the 2011 Equity Incentive Plan	—	—		—	—		27		—		—		—	—		27		—		27
Dividends to non-controlling interests	—	—		—	—		—		—		—		—	—		—		(382)		(382)
Balances at December 31, 2023	132,964,031	$	389,907	80,000,000	$	132,915	$	8,719	$	566,188	$	(563,081)	(2,309,062)	$	(19,367)	$	515,281	$	1,558	$	516,839
Net income for the year	—	—		—	—		—		148,759		—		—	—		148,759		620		149,379
Other comprehensive loss	—	—		—	—		—		—		(105,403)		—	—		(105,403)		(80)		(105,483)
Cash Dividends to Arcos Dorados Holdings Inc.’s shareholders ($0.24 per share)	—	—		—	—		—		(50,557)		—		—	—		(50,557)		—		(50,557)
Issuance of shares in connection with the partial vesting of outstanding restricted share units under the 2011 Equity Incentive Plan	8,088	60		—	—		(60)		—		—		—	—		—		—		—
Dividends to non-controlling interests	—	—		—	—		—		—		—		—	—		—		(749)		(749)
Balances at December 31, 2024	132,972,119	$	389,967	80,000,000	$	132,915	$	8,659	$	664,390	$	(668,484)	(2,309,062)	$	(19,367)	$	508,080	$	1,349	$	509,429
Net income for the year	—	—		—	—		—		212,116		—		—	—		212,116		468		212,584
Other comprehensive income	—	—		—	—		—		—		100,854		—	—		100,854		63		100,917
Cash Dividends to Arcos Dorados Holdings Inc.’s shareholders ($0.24 per share)	—	—		—	—		—		(50,560)		—		—	—		(50,560)		—		(50,560)
Dividends to non-controlling interests	—	—		—	—		—		—		—		—	—		—		(231)		(231)
Balances at December 31, 2025	132,972,119	$	389,967	80,000,000	$	132,915	$	8,659	$	825,946	$	(567,630)	(2,309,062)	$	(19,367)	$	770,490	$	1,649	$	772,139

See Notes to the Consolidated Financial Statements.

F-10

Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

1. Organization and nature of business

Arcos Dorados Holdings Inc. (the “Company”) is a company limited by shares incorporated and existing under the laws of the British Virgin Islands. The Company’s fiscal year ends on the last day of December. The Company indirectly owns 100% of the equity interests in Arcos Dorados B.V. (“ADBV”).

On August 3, 2007, ADBV entered into a Stock Purchase Agreement and Master Franchise Agreements (the “Initial MFAs”) with McDonald’s Corporation pursuant to which ADBV acquired the McDonald’s business in Latin America and the Caribbean (“LatAm business”). Prior to this acquisition, the Company did not carry out operations.

Effective from January 1, 2025, the Company entered into two new Master Franchise Agreements (the “MFAs”) with McDonald’s Corporation that replaced the Initial MFAs. The term of the MFAs is 20 years for all of the Territories other than French Guiana, Guadeloupe, Martinique and Saint Martin (French part), which are subject to a term of 10 years with an option to extend such terms for an additional 10 years. The Company’s rights to operate and franchise McDonald’s-branded restaurants in the Territories, and therefore its ability to conduct its business, derive exclusively from the rights granted by McDonald’s Corporation in the MFAs. The MFAs grant to the Company and its subsidiaries the following:

i.The right to own and operate, directly or indirectly, franchised restaurants in each territory;

ii.The right and license to grant sub franchises in each territory;

iii.The right to adopt and use, and to grant the right and license to sub franchisees to adopt and use, the system in each territory;

iv.The right to advertise to the public that it is a franchisee of McDonald’s;

v.The right and license to grant sub franchises and sublicenses of each of the foregoing rights and licenses to each MF subsidiary.

The Company is required to pay to McDonald’s Corporation continuing franchise fees (Royalty fees) on a monthly basis. Payment of monthly royalties is due on the seventh business day of the next calendar month. The amount paid during 2023 and 2024 was 7.0% of gross sales. Under the MFAs, the royalty rate to be paid is equal to the 6.0% of gross sales during the first ten years, 6.25% for the subsequent five years and 6.5% for the final five years.

Pursuant to the MFAs, McDonald’s Corporation has the right to (a) terminate the MFAs, or (b) exercise a call option over the Company’s shares or any MF subsidiary, if the Company or any MF subsidiary (i) fails to comply with the McDonald’s system (as defined in the MFAs), (ii) files for bankruptcy, (iii) defaults on its financial debt payments, (iv) substantially fails to achieve targeted openings and reinvestments requirements, or (v) upon the occurrence of any other event of default as defined in the MFAs.

The Company has operations in twenty-one territories as follows: Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, the U.S. Virgin Islands of St. Croix and St. Thomas (USVI), Venezuela and, since July 2025, Saint Martin (French part) and Sint Maarten (Dutch part), together “St. Martin”. All restaurants are operated either by the Company’s subsidiaries or by independent entrepreneurs under the terms of sub-franchise agreements (franchisees).

2. Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has elected to report its consolidated financial statements in United States dollars (“$” or “US dollars”).

F-11

Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

3. Summary of significant accounting policies

The following is a summary of significant accounting policies followed by the Company in the preparation of the consolidated financial statements.

Use of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Foreign currency matters

The financial statements of the Company’s foreign operating subsidiaries are translated in accordance with guidance in ASC 830 Foreign Currency Matters. Except for the Company’s Venezuelan and Argentinian operations, the functional currencies of the Company’s foreign operating subsidiaries are the local currencies of the countries in which they conduct their operations. Therefore, assets and liabilities are translated into US dollars at the balance sheet date exchange rates, and revenues, expenses and cash flow are translated at average rates prevailing during the periods. Translation adjustments are included in the “Accumulated other comprehensive loss” component of shareholders’ equity. The Company includes foreign currency exchange results related to monetary assets and liabilities transactions, including intercompany transactions, denominated in currencies other than its functional currencies in its statements of income.

Since January 1, 2010 and July 1, 2018, Venezuela and Argentina, respectively, have been considered to be highly inflationary, and as such, the financial statements of these subsidiaries are remeasured as if their functional currency was the reporting currency of the immediate parent company (US dollars). As a result, remeasurement gains and losses are recognized in earnings rather than in the cumulative translation adjustment.

In addition, in these territories, there are foreign currency restrictions. Since 2019, Argentina adopted several measures including, among others: (i) taxes to increase the official exchange rate for certain services and goods, (ii) approvals required from the Central Bank of Argentina to access foreign currency to settle imports of goods or services or to pay dividends or principal and interest on financial payables to foreign parties. Since 2024 and continuing through 2025, deregulations were implemented including, among others: payment deadlines of imports of goods may be paid when nationalized while services may be paid once accrued, instruments available for the payment of past-due dividends and free access to foreign currency for future dividend payments.

Venezuela’s currency restrictions have been in place for several years under different foreign exchange regulations. Although in 2019, the Central Bank of Venezuela loosened those restrictions by permitting financial institution to participate as intermediaries in foreign currency operations, the Company’s ability to immediately access cash through repatriations continues to be limited. Additionally, the Venezuelan market is subject to price controls. Its government issued a regulation establishing a maximum profit margin for companies and maximum prices for certain goods and services. However, the Company was able to increase prices during the fiscal year ended December 31, 2025.

As of December 31, 2025, Argentina’s and Venezuela’s net nonmonetary asset positions, comprised primarily of fixed assets, were $186.5 million and $24.2 million, respectively.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less, from the date of its acquisition, to be cash equivalents.

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Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Short-term investments

As of December 31, 2025, Short-term investments consist of time deposits, available for sale and held to maturity securities with a maturity of more than three months at the time of acquisition. As of December 31, 2024, Short-term investments consist of available for sale securities with a maturity of more than three months at the time of acquisition.

Time deposits and held to maturity securities are measured at cost plus accrued interest and charges are recognized immediately in earnings, within “Net interest expense and other financing results”.

Available for sale securities are measured at fair value and changes are reported through other comprehensive income (loss).

See Note 23 for additional information.

Revenue recognition

The Company’s revenues consist of sales by Company-operated restaurants and revenues from restaurants operated by franchisees. Sales by Company-operated restaurants are recognized at the point of sale. The Company presents sales net of sales tax and other sales-related taxes. Revenues from restaurants operated by franchisees include rental income, initial franchise fees and royalty income. Rental income is measured on a monthly basis based on the greater of a fixed rent, computed on a straight-line basis, or a certain percentage of gross sales reported by franchisees. Initial franchise fees represent the difference between the amount the Company collects from the franchisee and the amount the Company pays to McDonald’s Corporation upon the opening of a new restaurant. Royalty income represents the difference, if any, between the royalty the Company collects from the franchisee and the royalty the Company pays to McDonald’s Corporation. Royalty income is recognized in the period earned.

Since 2023, the Company has offered a loyalty program in which customers in certain territories are awarded loyalty points when purchases at Company-operated and franchised restaurants are completed. Loyalty points can be redeemed for free products.

The Company defers revenue associated with the estimated selling price of points earned towards free products as each point is earned and a corresponding liability is established in deferred revenue. This deferral is based on the estimated value of the product for which the reward is expected to be redeemed, net of estimated unredeemed points. Loyalty points expire six months after issuance.

When a customer redeems an earned reward, the Company recognizes revenue for the redeemed product and reduces the related deferred revenue.

Accounts and notes receivable and allowance for doubtful accounts

Accounts receivable primarily consist of royalty and rent receivables due from franchisees, debit, credit and delivery vendor receivables. Accounts receivable are initially recognized at fair value and do not bear interest. Notes receivable relates to interest-bearing financing granted to certain franchisees in connection with the acquisition of equipment and third-party suppliers. The Company maintains an allowance for doubtful accounts in an amount that it considers sufficient to cover the expected credit losses. In judging the adequacy of the allowance for doubtful accounts, the Company follows ASC 326 “Financial Instruments - Credit Losses” considering remote risks of loss by analyzing multiple factors such as historical bad debt experience, the aging of the receivables, the current economic environment and future economic conditions.

Other receivables

Other receivables are reported at the amount expected to be collected.

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Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Inventories

Inventories are stated at the lower of cost or market, with cost being determined on a first-in, first-out basis.

Property and equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Property costs include costs of land and building for both Company-operated and franchised restaurants while equipment costs primarily relate to Company-operated restaurants. Cost of property and equipment acquired from McDonald’s Corporation (as part of the acquisition of LatAm business) was determined based on its estimated fair market value at the acquisition date, then partially reduced by the allocation of the negative goodwill that resulted from the purchase price allocation. Cost of property and equipment acquired or constructed after the acquisition of the LatAm business in connection with the Company’s restaurant reimaging and extension program is comprised of acquisition and construction costs and capitalized internal costs. Capitalized internal costs include payroll expenses related to employees fully dedicated to restaurant construction projects and related travel expenses. Capitalized payroll costs are allocated to each new restaurant location based on the actual time spent on each project. The Company commences capitalizing costs related to construction projects when it becomes probable that the project will be developed, when the site has been identified and the related profitability assessment has been approved. Maintenance and repairs are expensed as incurred. Accumulated depreciation is calculated using the straight-line method over the following estimated useful lives: buildings – up to 40 years; leasehold improvements – the lesser of useful lives of assets or lease terms which generally include renewal options; and equipment 3 to 10 years.

Intangible assets, net

Intangible assets include computer software costs, initial franchise fees, reacquired rights under franchise agreements and letter of credit fees.

The Company follows the provisions of ASC 350-40-30 within ASC 350 Intangibles, Subtopic 40 Internal Use Software which requires the capitalization of costs incurred in connection with developing or obtaining software for internal use. These costs are amortized over a period of three years on a straight-line basis.

The Company is required to pay to McDonald’s Corporation an initial franchise fee upon opening of a new restaurant. The initial franchise fee related to Company-operated restaurants is capitalized as an intangible asset and amortized on a straight-line basis over the term of the franchise. As a consequence of the entry into the MFAs, the Company is required to pay to McDonald’s Corporation a franchise fee in respect of each Company-operated restaurant in operation as of January 1, 2025, which as of December 31, 2025 amounts to $67,592. The related liability is included within Accrued payroll and other liabilities, non-current portion, and is payable in two equal installments on August 1, 2027, and August 1, 2037.

A reacquired franchise right is recognized as an intangible asset as part of the business combination in the acquisition of franchised restaurants apart from goodwill with an assigned amortizable life limited to the remaining contractual term (i.e., not including any renewal periods). The value assigned to the reacquired franchise right excludes any amounts recognized as a settlement gain or loss and is limited to the value associated with the remaining contractual term and operating conditions for the acquired restaurants. The reacquired franchise right is measured using a valuation technique that considers the restaurant's cash flows after payment of an at-market royalty rate to the Company. The cash flows are projected for the remaining contractual term, regardless of whether market participants would consider potential contractual renewals in determining its fair value.

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Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Impairment and disposal of long-lived assets

In accordance with the guidance within ASC 360-10-35, the Company reviews long-lived assets (including property and equipment, intangible assets with definite useful lives and lease right of use asset) for impairment indicators whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. For purposes of reviewing assets for potential impairment, assets are grouped at a country level for each of the operating markets. The Company manages its restaurants as a group or portfolio with significant common costs and promotional activities; as such, each restaurant’s cash flows are not largely independent of the cash flows of others in a market. If an indicator of impairment exists for any grouping of assets, an estimate of undiscounted future cash flows produced by each individual restaurant within the asset grouping is compared to its carrying value. If an individual restaurant is determined to be impaired, the loss is measured by the excess of the carrying amount of the restaurant over its fair value considering its highest and best use, as determined by an estimate of discounted future cash flows or its market value.

The Company assessed all markets for impairment indicators during the fourth quarter of 2025, 2024 and 2023. As a result of those assessments, the Company concluded that the second step was required to be performed as a component of the impairment testing of its long-lived assets on a per store basis, in: Aruba, Peru, USVI, Venezuela and Trinidad and Tobago, for the fiscal year ended December 31, 2025; Aruba, Peru, USVI, Venezuela, Colombia and Trinidad and Tobago, for the fiscal year ended December 31, 2024; and Aruba, Peru, USVI, Venezuela, Curaçao, Colombia and Trinidad and Tobago, for the fiscal year ended December 31, 2023.

As a result of the impairment testing the Company recorded the following impairment charges, for the markets indicated below, within Other operating income, net on the consolidated statements of income:

Fiscal year	Markets	Total
2025	Trinidad & Tobago, USVI, Aruba and Peru	$	922
2024	Trinidad & Tobago, USVI, Colombia, Venezuela and Peru	1,067
2023	Trinidad & Tobago, Aruba, Colombia, Venezuela and Peru	2,626

Goodwill

Goodwill represents the excess of cost over the estimated fair market value of net tangible assets and identifiable intangible assets acquired. In accordance with the guidance within ASC 350 Intangibles-Goodwill and Other, goodwill is stated at cost and reviewed for impairment on an annual basis during the fourth quarter, or when an impairment indicator exists. The impairment test compares the fair value of each reporting unit, generally based on discounted future cash flows, with its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is measured as the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill.

During the fiscal years 2025, 2024 and 2023 the Company has not recorded any impairment charges for Goodwill.

In assessing the recoverability of the long-lived assets and goodwill, the Company considers changes in economic conditions and makes assumptions regarding estimated future cash flows and other factors. Estimates of future cash flows are highly subjective judgments based on the Company’s experience and knowledge of its operations. These estimates can be significantly impacted by many factors including changes in global and local business and economic conditions, operating costs, inflation, competition, and consumer and demographic trends.

F-15

Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Advertising costs

Advertising costs are expensed as incurred. Advertising expenses related to Company-operated restaurants were $174,107, $184,145 and $175,043 in 2025, 2024 and 2023, respectively. Advertising expenses related to franchised operations do not affect the Company’s expenses since these are recovered from franchisees. Advertising expenses related to franchised operations were $56,147, $52,761 and $51,054 in 2025, 2024 and 2023, respectively.

Accounting for income taxes

The Company records deferred income taxes using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The guidance requires companies to set up a valuation allowance for that component of net deferred tax assets which does not meet the more likely than not criterion for realization.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company is regularly audited by tax authorities, and tax assessments may arise several years after tax returns have been filed. Accordingly, tax liabilities are recorded when, in management’s judgment, an uncertain tax position does not meet the more likely than not threshold for recognition. For tax positions that meet the more likely than not threshold, a tax liability may be recorded depending on management’s assessment of how the tax position will ultimately be settled. The Company records interest and penalties on unrecognized tax benefits in the provision for income taxes.

Accounts payable outsourcing

In the ordinary course of business, the Company looks to obtain extended payment terms during the negotiation process with suppliers, which payment terms can vary from 15 days to up to 180 days after the invoice date. In this context, the Company offers its suppliers access to an accounts payable services arrangement provided by third party financial institutions. Independent from the Company, the financial institutions offer suppliers to voluntarily sell their receivables to them in an arrangement separately negotiated by the supplier and the financial institution. This service also allows the Company’s suppliers to view its scheduled payments online, enabling them to better manage their cash flow and reduce payment processing costs. The Company’s responsibility is limited to making payment on the original due dates of the invoice negotiated with the supplier, regardless of whether the supplier sells its receivable. The Company is not permitted to remit payment to the financial institution or the supplier on a date later than the original due date of the invoice under any circumstances. The payment terms and purchase price of the original invoice do not change once the supplier elects to participate. Those payment terms vary from 45 days to up to 180 days after the invoice date. The Company has no economic interest in the sale of these receivables and no direct relationship with the financial institutions concerning the sale of receivables. As a result, the Company does not pay any fee to the financial institutions for purchasing the suppliers' receivables and it does not receive any fee, commission, refund or discount from the financial institutions for the accounts payable services arrangement. The Company retains the right to all early pay discounts offered by suppliers if they do not sell their receivables.

F-16

Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

As of December 31, 2025 and 2024, the amounts under the accounts payable services arrangement and included in Accounts Payable in the Balance Sheet are $14,226 and $14,849, respectively. Presented below is the roll forward information about these accounts payable services:

	Amount
Confirmed obligations outstanding amount as of December 31, 2023	$	13,650
Invoices confirmed during the year	80,655
Confirmed invoices paid during the year	(77,653)
Currency translation	(1,803)
Confirmed obligations outstanding amount as of December 31, 2024	$	14,849
Invoices confirmed during the year	94,807
Confirmed invoices paid during the year	(96,482)
Currency translation	1,052
Confirmed obligations outstanding amount as of December 31, 2025	$	14,226

Share-based compensation

The Company recognizes compensation expense related to the share-based compensation on a straight-line basis over the requisite service period. As a consequence, when the award includes multiple vesting periods, it is considered as multiple awards. The accrued liability is remeasured at the end of each reporting period until settlement. See Note 18 for more details.

Derivative instruments

The Company utilizes certain derivative instruments to manage its interest rate and foreign currency rate exposures. The counterparties to these instruments generally are major financial institutions. The Company does not hold or issue derivative instruments for trading purposes. In entering into these contracts, the Company assumes the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The Company does not expect any losses as a result of counterparty defaults. All derivatives are recognized as either assets or liabilities in the balance sheets and are measured at fair value. Additionally, the fair value adjustments will affect either other comprehensive income (loss) or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity. For those instruments that qualify for hedge accounting, the Company documents its risk management objective and strategy for undertaking hedging transactions, as well as all relationships between hedging instruments and hedged items. See Note 14 for details of the outstanding derivative instruments.

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Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Leases

The Company leases locations through ground leases (the Company leases the land and owns the building) and through improved leases (the Company leases land and buildings). The operating leases are mainly related to restaurant and dessert center locations. The average lease term is 19 years and, in many cases, include renewal options provided by the agreement or government’s regulations, that are reasonably certain to be exercised. Typically, renewal options are considered reasonably assured of being exercised if the associated asset lives of the building or leasehold improvements exceed the initial lease term, and the sales performance of the restaurant remains strong. Therefore, their associated payments are included in the measurement of the right-of-use asset and lease liability. Although certain leases contain purchase options, it is deemed not to be reasonably certain that the Company will exercise them. In addition, many agreements include escalation amounts that vary by reporting unit, for example, including fixed-rent escalations, escalations based on an inflation index, and fair value adjustments. According to rental terms, the Company pays monthly rent based on the greater of a fixed rent or a certain percentage of the Company’s gross sales. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, the Company is the lessee under non-cancelable leases covering certain offices and warehouses.

Lease right of use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represents the Company’s obligation to make lease payments arising from the lease. Lease right of use assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The right-of-use assets and lease liabilities are recognized using the present value of the remaining future minimum lease payments discounted by the Company’s incremental borrowing rate. The Company has elected not to separate non-lease components from lease components in its lessee portfolio. For most locations, the Company is obliged for the related occupancy costs, such as maintenance. The Company has certain leases subject to index adjustments. The inflation index rate is only used to calculate the lease liability when a lease modification occurs.

Severance payments

Under certain laws and labor agreements of the countries in which the Company operates, the Company is required to make minimum severance payments to employees who are dismissed without cause and employees leaving their employment in certain other circumstances. The Company accrues severance costs if they relate to services already rendered, are related to rights that accumulate or vest, are probable of payment and can be reasonably estimated. Otherwise, severance payments are expensed as incurred.

During 2025, the Company approved and executed plans to restructure and further improve efficiencies in its operations (Reorganization and Optimization Plan). Restructuring costs are related to one-time termination benefits. As of December 31, 2025 $8,721 ($2,952 in Brazil, $1,665 in NOLAD, $1,420 in SLAD, and $2,684 in Corporate) was recorded within General and Administrative Expenses item in the consolidated income statement.

The total amount expected to be incurred in connection with the Reorganization and Optimization Plan is $9,950.

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Table of Contents

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Provision for contingencies

The Company accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Company’s estimates of the outcomes of these matters and the Company’s lawyers’ experience in contesting, litigating and settling other matters. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs.

The Company assesses the likelihood of any adverse judgments or outcomes on its tax positions, including income tax and other taxes, based on the technical merits of a tax position derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position. See Note 17 and 19 for details.

Comprehensive income

Comprehensive income includes net income as currently reported under generally accepted accounting principles and also includes the impact of other events and circumstances from non-owner sources which are recorded as a separate component of shareholders’ equity. The Company reports foreign currency translation, unrealized results on cash flow hedges, as well as securities available for sale as components of comprehensive income.

Equity method investments

The Company utilizes the equity method to account for investments in companies when it provides the ability to exercise significant influence over operating and financial policies of the investee. Consolidated net income includes the Company’s proportionate share of the net income or loss of these companies. Company’s judgment regarding the level of influence over each equity method investee includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions, other commercial arrangements and material intercompany transactions.

As of December 31, 2025, 2024 and 2023, the Company recorded a (loss) gain of $(528), $54 and $1,492, respectively, included within “Other operating income, net” related to the equity method of its investments in companies.

Recent accounting pronouncements

Income Taxes

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The pronouncement expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. This standard was adopted prospectively by the Company.

Income Statement Expenses - Disaggregation

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The pronouncement expands the disclosure requirements for expenses, specifically by providing more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is currently in the process of determining the impact that ASU 2024-03 will have on the Company's consolidated financial statements.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Credit Losses

In July 2025, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2025-05, Credit Losses (Topic 326): “Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The pronouncement provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. It also applies when assets are acquired in transactions accounted for under ASC 805, Business Combinations. The amendments in this ASU are effective for all entities for annual reporting periods beginning after 15 December 2025 and interim reporting periods within those annual reporting periods. The Company does not expect to have a material impact by the adoption of the ASU 2025-05 on the Company’s consolidated financial statements.

Internal-use Software

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2025-06, which clarifies and modernizes the accounting for costs related to internal-use software in Accounting Standards Codification (ASC) 350-40, “Intangibles — Goodwill and Other — Internal-Use Software”. The pronouncement removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. ASU 2025-06 is effective for fiscal years beginning after 15 December 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted. The Company is currently in the process of determining the impact that ASU 2025-06 will have on the Company’s consolidated financial statements.

Interim Reporting

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update ASU No. 2025-11, which clarifies the guidance in Accounting Standards Codification ASC 270, “Interim Reporting”, and creates a comprehensive list of interim disclosures in ASC 270 that are required in interim financial statements and the accompanying notes under US GAAP. ASU 2025-11 is effective for interim periods beginning after 15 December 2027. Early adoption is permitted. The Company is currently in the process of determining the impact that ASU 2025-11 will have on the Company’s consolidated interim condensed financial statements.

No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact on the Company’s consolidated financial statements.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

4. Acquisition of businesses

During fiscal years 2025, 2024 and 2023, the Company acquired certain franchised restaurants in certain territories. Presented below is supplemental information about these acquisitions:

Purchases of restaurant businesses:	2025		2024		2023
Property and equipment	$	7,522	$	925	$	2,063
Identifiable intangible assets	9,180		2,902		2,760
Goodwill	1,789		3,992		4,380
Liabilities assumed	—		—		(154)
Gain on restaurant transactions	(6,699)		—		—
Purchase price	11,792		7,819		9,049
Seller financing	(4,125)		(302)		(3,430)
Escrow	(610)		—		—
Exchange of assets	—		—		(3,538)
Settlement of franchise receivables	—		(1,434)		—
Net cash paid at acquisition date	$	7,057	$	6,083	$	2,081

5. Accounts and notes receivable, net

Accounts and notes receivable, net consist of the following at year end:

	2025		2024
Receivables from franchisees	$	56,989	$	46,320
Debit and credit card receivables	61,584		28,492
Delivery sales receivables	37,711		36,983
Meal voucher receivables	7,490		7,081
Notes receivable	1,388		859
Allowance for doubtful accounts	(680)		(294)
	$	164,482	$	119,441

6. Other Receivables

Other Receivables consist of the following at year end:

	2025		2024
Tax Credits (i)	$	50,668	$	9,622
Related parties receivables	10,390		9,064
Insurance claim receivables	4,711		5,670
Others	18,705		18,113
	$	84,474	$	42,469

(i) See note 8 for further information about the Brazilian federal tax credit.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

7. Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following at year end:

	2025		2024
Prepaid taxes	$	44,734	$	60,371
Prepaid expenses	41,759		37,979
Promotional items and related advances	17,173		16,774
Others	234		710
	$	103,900	$	115,834

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

8. Miscellaneous

Miscellaneous consist of the following at year end:

	2025		2024
Tax credits (i)	$	191,235	$	51,080
Judicial deposits	27,704		19,770
Notes receivable	6,145		5,145
Rent deposits	7,640		4,167
Others	18,807		13,419
	$	251,531	$	93,581

(i) As of December 31, 2025, the Company’s Brazilian subsidiary recognized a federal tax credit related to the period from 2016 through 2023 amounting to $174,120, of which $34,824 was classified as current within Other Receivables, and $139,296 as non-current within Miscellaneous in the consolidated balance sheet. During 2025, the related benefit was recorded within “Other Operating income, net” and “Net interest expense and other financing results” in the consolidated income statement for $114,623 and $56,453, respectively. The subsidiary will apply the credit against future Brazilian federal tax payments.

9. Property and equipment, net

Property and equipment, net consist of the following at year-end:

	2025		2024
Land	$	128,120	$	123,129
Buildings and leasehold improvements	1,284,776		997,305
Equipment	1,253,598		1,123,928
Total cost	2,666,494		2,244,362
Total accumulated depreciation	(1,357,762)		(1,117,320)
	$	1,308,732	$	1,127,042

Total depreciation expense for fiscal years 2025, 2024 and 2023 amounted to $166,861, $153,535 and $130,585, respectively.

10. Net intangible assets and goodwill

Net intangible assets and goodwill consist of the following at year-end:

	2025		2024
Net intangible assets (i)
Computer software cost	$	148,258	$	130,858
Initial franchise fees	87,350		16,101
Reacquired franchised rights	31,481		20,911
Total cost	267,089		167,870
Total accumulated amortization	(134,745)		(114,567)
Subtotal	132,344		53,303

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Goodwill (ii)	2025		2024
Brazil	8,044		7,166
Chile	3,616		3,273
Mexico	1,806		1,562
Saint Martin	1,789		—
Argentina	1,276		1,276
Colombia	75		64
Subtotal	16,606		13,341
	$	148,950	$	66,644

(i)Total amortization expense for fiscal years 2025, 2024 and 2023 amounted to $30,396, $23,819 and $18,683, respectively. The estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is as follows: $24,444 for 2026, $19,954 for 2027; $15,056 for 2028; $5,484 for 2029; $5,131 for 2030; and thereafter $62,275.

(ii)Related to the acquisition of franchised restaurants and non-controlling interests.

11. Accrued payroll and other liabilities

Accrued payroll and other liabilities consist of the following at year end:

	2025		2024
Current:
Accrued payroll	$	110,441	$	89,324
Other liabilities	7,263		6,982
Deferred Income Loyalty Program	16,565		6,821
Phantom RSU award liability	3,989		5,239
Accrued expenses	7,202		4,893
	$	145,460	$	113,259
Non-current:
Initial Franchise Fee	$	73,284	$	5,015
Phantom RSU award liability	3,210		3,900
Deferred income	5,973		5,212
Security deposits	8,724		6,801
Other liabilities	610		—
	$	91,801	$	20,928

12. Short-term debt

Short-term debt consists of the following at year-end:

	2025		2024
Bank overdrafts	$	—	$	686
Short-term bank loans	—		55,065
Revolving Credit Facility	—		4,500
Total	$	—	$	60,251

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Short-term bank loans

As of December 31, 2024, the Company had drawn short-term bank loans in Chile, Uruguay, Puerto Rico and Panama, amounting to $55,065.

The following table presents the information related to short-term bank debt:

							Principal as of
Territories		Entity		Currency	Annual interest rate		December 31, 2025			December 31, 2024		Maturity
Panama		Citibank N.A.			SOFR + 2.10%		$	—		$	5,000	February, 2025
Puerto Rico		Citibank N.A.			SOFR + 2.10%		—			14,000		February, 2025
Chile		Banco de Chile		CLP	6.84%		—			8,677		March, 2025
	Banco Itaú Chile		7.53%			17,388			June, 2025
Uruguay		Banco Itaú Uruguay S.A.			5.74%		—			8,000		May, 2025
	Banco Bilbao Vizcaya Argentaria Uruguay S.A.		5.55%			2,000
Total							$	—		$	55,065

All values are in US Dollars.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

13. Long-term debt

Long-term debt consists of the following at year-end:

	2025		2024
2032 Notes	$	600,000	$	—
2029 Notes	350,000		334,200
2027 Notes	—		379,265
Long-term bank loans	184,994		—
Finance lease obligations	11,672		9,087
Other long-term borrowings	2,193		2,791
Subtotal	1,148,859		725,343
Discounts and premiums on Notes	(4,229)		(3,956)
Deferred financing costs (“DFC”)	(6,969)		(2,789)
Total	1,137,661		718,598
Current portion of long-term debt	11,776		2,624
Long-term debt, excluding current portion	$	1,125,885	$	715,974

The following table presents additional information related to the 2032, 2029 and 2027 Notes (the “Notes”):

				Principal as of December 31,
	Annual interest rate		Currency	2025		2024		Maturity
2032 Notes	6.375	%	USD	$	600,000	$	—	January 29, 2032
2029 Notes	6.125	%	USD	$	350,000	$	334,200	May 27, 2029
2027 Notes	5.875	%	USD	—		379,265		April 4, 2027

The following table presents additional information for the fiscal years ended December 31, 2025, 2024 and 2023:

	Interest Expense (i)			DFC Amortization (i)			Amortization of Premium/Discount, net (i)
	2025	2024	2023	2025	2024	2023	2025	2024	2023
2032 Notes	35,274	—	—	773	—	—	343	—	—
2029 Notes	20,469	20,469	20,511	469	469	527	665	691	695
2027 Notes	4,193	22,282	22,218	886	457	466	866	460	478

(i)These charges are included within “Net interest expense and other financing results” in the consolidated statements of income.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

2027 Notes

In April 2017, the Company issued Senior Notes for an aggregate principal amount of $265 million, which were due in 2027 (the “2027 Notes”). The proceeds from this issuance of the 2027 Notes were used to repay certain loans signed by the Company’s Brazilian subsidiary, unwind the related derivative instruments, pay the principal and premium on the 2023 Notes and for general purposes. In addition, on September 11, 2020, the Company issued additional 2027 Notes for an aggregate principal amount of $150 million at a price of 102.250%. The proceeds from the second issuance were used mainly to repay short-term indebtedness which had been drawn during 2020 in order to maintain liquidity affected by the effects of COVID-19. Periodic payments of principal are not required, and interest is paid semi-annually commencing on October 4, 2017. The Company capitalized as DFC $3,001 of financing costs related to the first issuance of 2027 Notes and $2,000 related to the second issuance.

On January 29, 2025, the Company repurchased 35.27% of the outstanding principal of 2027 Notes for a total amount of $136,145 plus accrued and unpaid interest. Additionally, on April 4, 2025, the Company redeemed all remaining outstanding 2027 Notes at a redemption price of 100%, which represented a total amount of $243,120 plus accrued and unpaid interest.

The following table summarizes the activity of 2027 Notes as of December 31, 2025:

Transaction	Date	Principal Amount		Average Price		Early Redemption Price		Total payment (i)
Issuance	April 4, 2017	$	265,000	—		—		$	—
Additional issuance	September 11, 2020	$	150,000	—		—		$	—
Additional issuance of 2027 Notes related to 2023 exchange	October 13, 2020	$	138,354	—		—		$	—
Open market repurchases	During 2021	$	(17,368)	105.74	%	—		$	(18,364)
Cash Tender	May 13, 2022	$	(150,000)	99.94	%	103.00	%	$	(154,407)
Open market repurchases	During 2022	$	(4,721)	98.01	%	—		$	(4,627)
Open market repurchases	During 2023	$	(2,000)	95.20	%	—		$	(1,904)
Cash Tender	January 29, 2025	$	(136,145)	100.00	%	100.00	%	$	(136,145)
Optional full redemption	April 4, 2025	$	(243,120)	100.00	%	—		$	(243,120)
Principal amount of 2027 Notes as of December 31, 2025:		$	—

(i) Not including accrued and unpaid interest

The results related to the aforementioned transactions and the accelerated amortization of the related DFC were recognized as net interest expense and other financing results within the consolidated statements of income.

2029 Notes

In April, 2022, the Company’s subsidiary ADBV issued sustainability-linked Senior Notes for an aggregate principal amount of $350 million which mature in 2029 (the “2029 Notes”). Interest on the notes accrues at a rate of 6.125% per annum from April 27, 2022 and, from and including May 27, 2026, the interest rate payable on the 2029 Notes may increase to 6.250% per annum or 6.375% per annum if either or both Sustainability Performance Targets (SPT), respectively, have not been satisfied by December 31, 2025. The SPT to be satisfied are:

(i) Reductions of greenhouse gas emissions by 15% in restaurants and offices.

(ii) Reductions of greenhouse gas emissions by 10% in supply chain.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Periodic payments of principal are not required and interest is paid semi-annually commencing on November 27, 2022. The 2029 Notes are guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. The proceeds from 2029 Notes were mainly used by the Company to fund the tender offers for 2023 and 2027 Notes and the redemption of the 2023 Notes that was effected during 2022. The Company capitalized as DFC $2,651 of financing costs related to the issuance of 2029 Notes, which are being amortized over the life of the notes.

In September 2025, ADBV sold certain 2029 Notes that it had repurchased during 2022 and 2023, representing an aggregate principal amount of $15,800, for a total of $16,156 plus accrued and unpaid interest.

The following table summarizes the activity of 2029 Notes as of December 31, 2025:

Transaction	Date	Principal Amount		Average Price		Total (payment) / collection (i)
Issuance	April 27, 2022	$	350,000	—		$	—
Open market repurchases	During 2022	$	(12,800)	93.87	%	$	(12,015)
Open market repurchases	During 2023	$	(3,000)	93.76	%	$	(2,813)
Sale	During 2025	$	15,800	102.25	%	$	16,156
Principal amount of 2029 Notes as of December 31, 2025:		$	350,000

(i) Not including accrued and unpaid interest

On January 30, 2026, the Company announced the commencement of an offer to purchase for cash up to $150 million of its outstanding 2029 Notes, which resulted in the redemption on February 17, 2026 of 38.51% of the outstanding principal, for a total amount of $134,796 plus accrued and unpaid interest. Additionally, on March 4, 2026, the Company redeemed $400 plus accrued and unpaid interest upon settlement of the tender offer previously mentioned.

2032 Notes

On January 29, 2025, ADBV issued Senior Notes for an aggregate principal amount of $600 million which mature in 2032 (the "2032 Notes"). The 2032 Notes are guaranteed on a senior unsecured basis by the Company and certain of its subsidiaries. Periodic payments of principal are not required and interest on the 2032 Notes accrues at a rate of 6.375% per annum and is payable semi-annually commencing on July 29, 2025. The Company capitalized as DFC $5,761 of financing costs related to the issuance of 2032 Notes.

The proceeds of the 2032 Notes were used (i) to fund the cash tender offer for the 2027 Notes, which resulted in the repurchase on January 29, 2025 of 35.27% of the outstanding principal amount of 2027 Notes for a total amount of $136,145 plus accrued and unpaid interest; (ii) to redeem all remaining outstanding 2027 Notes on April 4, 2025 at a redemption price of 100%, which represented a total amount of $243,120 plus accrued and unpaid interest; and (iii) for general corporate purposes.

The following table summarizes the activity of 2032 Notes as of December 31, 2025:

Transaction	Date	Principal Amount
Issuance	January 29, 2025	$	600,000
Principal amount of 2032 Notes as of December 31, 2025:		$	600,000

The 2029 Notes and 2032 Notes are redeemable, in whole or in part, at the option of the Company at any time at the applicable redemption price set forth in the indenture governing them. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of the Company’s subsidiaries. The Notes and guarantees (i) are senior unsecured obligations and rank equal in right of payment with all of the Company’s and guarantors’ existing and future senior unsecured indebtedness; (ii) will be effectively junior to all of the Company’s and guarantors’ existing and future secured

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

indebtedness to the extent of the value of the Company’s assets securing that indebtedness; and (iii) are structurally subordinated to all obligations of the Company’s subsidiaries that are not guarantors.

The indenture governing the Notes limits the Company’s and its subsidiaries’ ability to, among other things, (i) create certain liens; (ii) enter into sale and lease-back transactions; and (iii) consolidate, merge or transfer assets. In addition, the indenture governing the 2029 and 2032 Notes, limits the Company’s and its subsidiaries’ ability to incur in additional indebtedness and make certain restricted payments, including dividends. These covenants are subject to important qualifications and exceptions. The indenture governing the Notes also provides for events of default, which, if any of them occur, would permit or require the principal, premium, if any, and interest on all of the then-outstanding Notes to be due and payable immediately.

The 2029 and 2032 Notes are listed on the Luxembourg Stock Exchange and trade on the Euro MTF Market.

Long-term bank loans

On December 19, 2025, the Company, through its Brazilian Subsidiary, entered into separate bank loans under the 4131 Brazilian Law (“4131 Bank Loans”) for $50,000 each with Citibank, N.A, Bank of America, N.A. and JP Morgan Chase Bank, N.A. The principal is due entirely at maturity. Additionally, the Company capitalized as DFC $562 of financing costs related to the 4131 Bank Loans. The obligations of the Brazilian subsidiary under the 4131 Bank Loans are guaranteed by the Company on an unconditional basis.

The obligations of the Company, and the Brazilian Subsidiary for the 4131 Bank Loans include customary covenants including, among others, restrictions on the ability of the Company and the guarantor to: (i) incur liens, (ii) enter into any merger, consolidation or amalgamation; (iii) sell, assign, lease or transfer all or substantially all of the borrower’s or guarantor’s business or property; (iv) enter into transactions with affiliates; (v) engage in substantially different lines of business; (vi) engage in transactions that violate certain anti-terrorism laws.

In addition, for the 4131 Bank Loans, the Company is required to comply, as of the last day of each quarter, with a consolidated net indebtedness to EBITDA ratio of less than 3.00x. As of December 31, 2025, this ratio was 1.15x and as such the Company was in compliance.

The proceeds of the loan were used to fund the cash tender offer of the 2029 Notes, which resulted in the redemption on February 17, 2026 of 38.51% of the outstanding principal, for a total amount of $134,796 plus accrued and unpaid interest, and for general corporate purposes.

Furthermore, on the same date the Company, through ADBV and its subsidiary in Brazil entered into certain derivative instruments not designated as hedge accounting to mitigate the exposure to variability in expected future cash flows related to the principal and interest due on the 4131 Bank Loans.

Additionally, as of December 31, 2025, the Company had drawn long-term bank loans in Uruguay and Chile.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following table presents additional information related to long-term bank loans:

									Principal as of
Territories			Entity			Currency	Annual interest rate		December 31, 2025			December 31, 2024		Maturity
Chile			Banco Itaú Chile			CLP	5.65%		$	9,994		$	—	January 2027
Brazil			Citibank, N.A.				4.39%		50,000			—		January 2029
	Bank of America, N.A.			4.40%				—
	JPMorgan Chase Bank, N.A.			4.71%				—
Uruguay			Banco Itaú Uruguay S.A.				3.90%		8,000			—		November 2026
	4.31%				9,500		—		January 2027
	Banco Bilbao Vizcaya Argentaria Uruguay S.A.			3.95%				—			November 2026
		4.10%			5,500		—		January 2027
Total									$	184,994		$	—

All values are in US Dollars.

The following table presents additional information for the fiscal years ended December 31, 2025, 2024 and 2023:

	Interest Expense (i)						DFC Amortization (i)
	2025		2024		2023		2025		2024		2023
Long-term bank loans	$	2,383	$	—	$	—	$	15	$	—	$	—

(i)These charges are included within “Net interest expense and other financing results” in the consolidated statements of income.

Syndicated Revolving Credit Facility

On September 30, 2025, the Company and ADBV entered into a $200 million Syndicated Revolving Credit Facility with JP Morgan Chase Bank, N.A., Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Banco Santander (Brasil) S.A. - Grand Cayman Branch, Bank of America, N.A., BNP Paribas, Banco de Crédito del Perú and Firstbank Puerto Rico (the “Syndicated Revolving Credit Facility”). The Syndicated Revolving Credit Facility has a four-year maturity, beginning September 30, 2025, with an optional one-year extension, and an interest rate of SOFR plus 2.10% to 2.40%.

This Syndicated Revolving Credit Facility permits the Company to borrow money from time to time to cover its working capital needs and for other general corporate purposes. Principal is due upon maturity. However, prepayments are permitted without premium or penalty.

The obligations of the Company and ADBV under the Syndicated Revolving Credit Facility are jointly and severally guaranteed by certain of the Company’s subsidiaries on an unconditional basis. The Syndicated Revolving Credit Facility includes customary covenants including, among others, restrictions on the ability of the Company, the guarantors and certain material subsidiaries to: (i) incur liens, (ii) enter into any merger, consolidation or amalgamation; (iii) sell, assign, lease or transfer all or substantially all of the borrower’s or guarantor’s business or property; (iv) enter into transactions with affiliates; and (v) engage in substantially different lines of business.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

In addition, the Company is required to comply, as of the last day of each quarter, with a consolidated net indebtedness to EBITDA ratio of less than 3.00x. As of December 31, 2025, this ratio was 1.15x and as such the Company was in compliance.

The Syndicated Revolving Credit Facility provides for customary events of default which would permit the lenders to terminate their commitments to provide loans and/or to declare all sums outstanding under the loan documents immediately due and payable.

As of December 31, 2025, no amounts are due in connection with the Syndicated Revolving Credit Facility.

Before entering into the Syndicated Revolving Credit Facility, the Company maintained revolving credit facilities with J.P. Morgan, Itaú Unibanco S.A. and Banco Santander (Brasil) S.A. for $25,000 each. These revolving credit facilities have been terminated.

Other required disclosure

As of December 31, 2025, future payments related to the Company’s long-term debt are as follows:

	Principal		Interest		Total
2026	$	11,776	$	68,336	$	80,112
2027	26,210		69,196		95,406
2028	1,370		67,345		68,715
2029	501,384		49,646		551,030
2030	1,446		38,741		40,187
Thereafter	606,673		58,000		664,673
Total payments	1,148,859		351,264		1,500,123
Interest	—		(351,264)		(351,264)
Discounts and premiums on Notes	(4,229)		—		(4,229)
Deferred financing costs ("DFC")	(6,969)		—		(6,969)
Long-term debt	$	1,137,661	$	—	$	1,137,661

14. Derivative instruments

The Company’s derivatives that are designated for hedge accounting consist of cross-currency interest rate swaps, forward contracts, principal only swaps, call spreads, interest coupon only swaps, and sustainability linked ESG principal only swaps. All these derivatives are classified as cash flow hedges. Further details are in the “Derivatives designated as hedging instruments” section.

Additionally, the Company enters into certain derivatives that are not designated for hedge accounting. The Company has entered into forward contracts, call spreads and cross-currency interest rate swaps to mitigate the impacts of foreign currency fluctuations on foreign currency denominated liabilities. Further details are in the “Derivatives not designated as hedging instruments” section.

The following table presents the fair values of derivative instruments included in the consolidated balance sheets as of December 31, 2025 and 2024:

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

		Assets					Liabilities
Type of Derivative	Balance Sheets Location	2025		2024		Balance Sheets Location	2025		2024
Derivatives designated as hedging instruments
Cash Flow hedge
Forward contracts	Other receivables	$	489	$	2,093	Accrued payroll and other liabilities	$	(2,642)	$	—
Forward contracts	Derivative instruments	—		—		Derivative instruments	(2,428)		—
Principal only swap	Derivative instruments	—		—		Derivative instruments	(1,429)		—
Call spread + coupon-only swap	Derivative instruments	12,646		16,998		Derivative instruments	(1,172)		(179)
Sustainability-linked ESG principal only swap	Derivative instruments	22,939		25,617		Derivative instruments	(233)		(207)
Cross-currency interest rate swap	Derivative instruments	30,284		37,627		Derivative instruments	(1,323)		(620)
Subtotal		$	66,358	$	82,335		$	(9,227)	$	(1,006)
Derivatives not designated as hedging instruments
Forward contracts	Derivative instruments	$	—	48		Derivative instruments	$	—	(286)
Cross-currency interest rate swap	Derivative instruments	12,815		$	—	Derivative instruments	(17,282)		$	—
Call spread	Derivative instruments	20		—		Derivative instruments	—		—
Subtotal		$	12,835	$	48		$	(17,282)	$	(286)
Total derivative instruments		$	79,193	$	82,383		$	(26,509)	$	(1,292)

Derivatives designated as hedging instruments

Cash flow hedges

The Company has entered into various forward contracts in a few territories to hedge a portion of the foreign exchange risk associated with forecasted imports of goods. The effect of the hedges results in fixing the cost of goods acquired (i.e. the net settlement or collection adjusts the cost of inventory paid to the suppliers). As of December 31, 2025, the Company estimated that the entire amount of net derivative gains or losses related to its cash flow hedges included in accumulated other comprehensive loss will be reclassified into earnings within the next 12 months.

Moreover, the Company has entered into certain instruments designated as cash flow hedges to reduce the exposure to variability in expected future cash flows related to intercompany loans (principal and interest). As of December 31, 2025, the Company estimated that the entire amount of net derivative gains or losses related to its cash flow hedges included in accumulated other comprehensive loss will be reclassified into earnings within the next 4 years.

As of December 31, 2024 and 2023, for certain call spreads, the Company’s Brazilian subsidiary paid a one-time net premium of $8,894 and $2,581, respectively, to buy the options.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following table presents the notional amounts of the Company’s outstanding derivative instruments classified as cash flow hedges:

	Notional amount as of December 31,
	2025		2024
Forward contracts	$	98,819	$	48,799
Call spread + coupon-only swap	89,000		89,000
Cross-currency interest rate swap	80,000		80,000
Sustainability-linked ESG principal only swap	50,000		50,000
Principal only swap	15,000		—

Additional disclosures

The following table presents the pretax amounts affecting income and other comprehensive income (loss) for the fiscal years ended December 31, 2025, 2024 and 2023 for each type of derivative relationship:

Derivatives in Cash Flow<br>Hedging Relationships		(Loss) Gain Recognized in Accumulated OCI on Derivative							Loss (Gain) Reclassified from Accumulated OCI into income (loss)
	2025		2024		2023			2025		2024		2023
Forward contracts		$	(8,220)	$	4,317	$	(6,710)		$	4,505	$	(807)	$	6,172
Principal only swap		(2,419)		—		—			2,619		—		—
Cross-currency interest rate swaps		(13,775)		24,628		(14,730)			11,463		(17,632)		10,913
Call spread		(2,395)		2,469		30			14,824		(9,637)		2,385
Coupon-only swap		(5,862)		4,635		(263)			553		(472)		(1,752)
Sustainability-linked ESG principal only swap		(5,916)		12,142		(1,224)			6,327		(11,800)		2,014
Total		$	(38,587)	$	48,191	$	(22,897)		$	40,291	$	(40,348)	$	19,732

The net (loss) gain reclassified from accumulated OCI into income is presented as follows:

Adjustment to:	2025		2024		2023
Food and paper	$	(3,073)	$	807	$	(6,172)
Net interest expense and other financing results	(3,663)		(1,419)		(181)
Loss from derivative instruments	—		—		(6)
Foreign currency exchange results	(33,555)		40,960		(13,373)
Total	$	(40,291)	$	40,348	$	(19,732)

Derivatives not designated as hedging instruments

The Company has entered into certain derivatives that are not designated for hedge accounting, therefore the changes in the fair value of these derivatives are recognized immediately within “(Loss) Gain from derivative instruments”.

For the fiscal years ended December 31, 2025, 2024 and 2023 the Company made net collections and (payments) amounting to $1,161, $(6,049) and $nil, respectively, as a result of unwound derivatives not designated as hedging instruments.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following table presents the notional amounts of the Company’s outstanding derivative instruments not designed as hedging instruments:

		Notional amount as of December 31,
	Currency	2025	2024
Forward contracts	USD	—	5,000
Call spread	USD	24,000	—
Cross-currency interest rate swaps	USD	150,000	—

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

15. Leases

As of December 31, 2025, maturities of lease liabilities under existing operating leases are:

	Restaurant		Other		Total
2026	$	168,378	$	8,120	$	176,498
2027	162,886		7,127		170,013
2028	157,606		4,182		161,788
2029	152,232		2,699		154,931
2030	147,788		1,570		149,358
Thereafter	1,405,053		6,208		1,411,261
Total lease payments	$	2,193,943	$	29,906	$	2,223,849
Lease discount					(1,116,086)
Operating lease liability					$	1,107,763

The following table is a summary of the Company’s components of lease cost for fiscal years 2025, 2024 and 2023:

Lease Expense	Statements of Income Location	2025		2024		2023
Operating lease expense - Minimum rentals:
Company-operated restaurants	Occupancy and other operating expenses	$	(153,178)	$	(139,265)	$	(131,613)
Franchised restaurants	Franchised restaurants - occupancy expenses	(49,511)		(47,096)		(47,975)
General and administrative	General and administrative expenses	(9,635)		(8,824)		(8,472)
Subtotal		(212,324)		(195,185)		(188,060)
Variable lease expense - Contingent rentals based on sales:
Company-operated restaurants	Occupancy and other operating expenses	(44,067)		(44,676)		(46,861)
Franchised restaurants	Franchised restaurants - occupancy expenses	(18,359)		(17,117)		(15,603)
Subtotal		(62,426)		(61,793)		(62,464)
Total lease expense		$	(274,750)	$	(256,978)	$	(250,524)
Other information	2025
---	---
Weighted-average remaining lease term (years)
Operating leases	10
Weighted-average discount rate
Operating leases	6.3%

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Supplemental cash flow information related to leases was as follows:

	2025		2024		2023
Cash paid for the amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	165,782	$	152,267	$	146,816
Financing cash flows from finance leases	1,465		1,269		1,031
Lease right-of-use asset obtained in exchange for lease obligations:
Operating leases	$	147,691	$	197,477	$	135,893
Finance leases	2,837		3,075		4,022

The Company maintains a few finance lease agreements, previously classified as capital leases. As of December 31, 2025 and 2024, the obligation amounts to $11,672 and $9,087 respectively, included within “Long-term debt” in the Consolidated Balance Sheet. The underlying assets are included within “Lease right of use asset” in the Consolidated Balance Sheet.

In addition, in March 2010, the Company entered into an aircraft operating lease agreement for a term of 8 years, which provides for quarterly payments of $690. The agreement includes a purchase option at the end of the lease term at fair market value and also an early purchase option at a fixed amount of $26,685 at maturity of the 24th quarterly payment. On December 22, 2017, the Company signed an amendment, extending the term of the aircraft operating lease for an additional 10 years, with quarterly payments (retroactively effective as of December 5, 2017) of $442. The Company was required to make a cash collateral deposit of $2,500 under this agreement.

16. Franchise arrangements

Individual franchise arrangements generally include a lease, a license and provide for payment of initial franchise fees, as well as continuing rent and service fees (royalties) to the Company based upon a percentage of sales with minimum rent payments. The company’s franchisees are granted the right to operate a restaurant using the McDonald’s system and, in most cases, the use of a restaurant facility, generally for a period of 20 years. At the end of the 20-year franchise arrangement, the Company maintains control of the underlying real estate and building and can either enter into a new franchise arrangement with the existing franchisee or a different franchisee or close the restaurant. Franchisees pay related occupancy costs including property taxes, insurance and maintenance. Pursuant to the MFAs, the Company pays initial fees and continuing service fees for franchised restaurants to McDonald’s Corporation. Therefore, the margin for franchised restaurants is primarily comprised of rental income net of occupancy expenses (depreciation for owned property and equipment and/or rental expense for leased properties).

As of December 31, 2025 and 2024, net property and equipment under franchise arrangements totaled $135,431 and $102,925, respectively (including land for $24,764 and $21,943, respectively).

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Revenues from franchised restaurants for fiscal years 2025, 2024 and 2023 consisted of:

	2025		2024		2023
Rent (i)	$	212,425	$	202,779	$	193,518
Initial fees (ii)	469		380		417
Royalty fees (iii)	188		255		268
Total	$	213,082	$	203,414	$	194,203

(i)Includes rental income of owned buildings and subleases. As of December 31, 2025, 2024 and 2023, the subleases rental income amounted to $176,705, $166,854 and $154,087, respectively.

(ii)Presented net of initial fees owed to McDonald’s Corporation of $1,094, $833 and $963 in 2025, 2024 and 2023, respectively.

(iii)Presented net of royalties fees owed to McDonald’s Corporation of $77,395, $73,979 and $71,667 in 2025, 2024 and 2023, respectively.

As of December 31, 2025, future minimum rent payments due to the Company under existing franchised agreements are:

	Owned sites		Subleased sites		Total
2026	$	5,287	$	66,177	$	71,464
2027	4,469		58,250		62,719
2028	3,738		52,886		56,624
2029	3,560		46,572		50,132
2030	3,212		41,319		44,531
Thereafter	30,251		216,961		247,212
Total	$	50,517	$	482,165	$	532,682

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

17. Income taxes

The Company’s operations are conducted by its subsidiaries in Latin America and the Caribbean. The subsidiaries are incorporated under the laws of their respective countries and as such the Company is taxed in such countries.

Statutory tax rates in the countries in which the Company operates for fiscal years 2025, 2024 and 2023 were as follows:

	2025	2024	2023
Puerto Rico	18.5%	18.5%	18.5%
Curaçao and Aruba	22.0%	22.0%	22.0%
USVI	21.0%	21.0%	21.0%
Ecuador, Panama, Uruguay, Martinique, French Guiana and Guadeloupe	25.0%	25.0%	25.0%
Chile	27.0%	27.0%	27.0%
Peru	29.5%	29.5%	29.5%
Costa Rica, Mexico and Trinidad and Tobago	30.0%	30.0%	30.0%
Colombia and Argentina	35.0%	35.0%	35.0%
Brazil and Venezuela	34.0%	34.0%	34.0%
Netherlands	25.8%	25.8%	25.8%
Saint Martin (French part)	20.0%	20.0%	20.0%
Sint Maarten (Dutch part)	34.5%	34.5%	34.5%

Foreign income tax expense, net for fiscal years 2025, 2024 and 2023 consisted of the following:

	2025		2024		2023
Current income tax expense	$	133,581	$	121,292	$	100,012
Deferred income tax income	(4,853)		(11,389)		(4,310)
Income tax expense, net	$	128,728	$	109,903	$	95,702

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Income tax expense, net for fiscal years 2025, 2024 and 2023, differed from the amounts computed by applying the Company’s weighted-average statutory income tax rate to pre-tax income (loss) as a result of the following:

	2025
	Amount			Percent
Foreign tax effects:
Foreign income before income taxes	341,312			100.0	%
Weighted-average statutory income tax rate (i)	38.4		%	38.4	%
Income tax expense at weighted-average statutory<br> tax rate on foreign income before income taxes	131,033			38.4	%
Brazil	(43,268)			(12.7)	%
Tax benefits	(47,662)			(14.0)	%
Others	4,394			1.3	%
Mexico	12,602			3.7	%
Change in valuation allowance (ii)	15,318			4.5	%
Others	(2,716)			(0.8)	%
Argentina	6,574			1.9	%
Remeasurement impacts	(6,552)			(1.9)	%
Inflation adjustment for tax purposes	7,257			2.1	%
Others	5,869			1.7	%
Netherlands	9,388			2.8	%
Taxable income	12,281			3.6	%
Others	(2,893)			(0.8)	%
Other foreign jurisdictions	12,399			3.6	%
Income tax expense, net	$	128,728		37.7	%

(i)Income tax rate on the country of domicile is zero. Weighted-average statutory income tax rate is calculated based on the aggregated amount of the income before taxes by country multiplied by the prevailing statutory income tax rate, divided by the consolidated income before taxes.

(ii)Comprises net changes in valuation allowances for the year, mainly related to net operating losses (“NOLs”).

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

	2024			2023
Foreign income before income taxes	$	259,282		$	278,117
Weighted-average statutory income tax rate	38.7		%	36.1		%
Income tax expense at weighted-average statutory tax rate on foreign income before income taxes	100,297			100,411
Permanent differences:
Change in valuation allowance	9,956			(254)
Expiration and changes in tax loss carryforwards	865			3,784
Venezuela and Argentina remeasurement and inflationary impacts	(2,646)			(16,234)
Non-deductible expenses	17,029			15,548
Tax benefits and Non-taxable income	(19,845)			(12,826)
Income taxes withholdings on intercompany transactions	10,520			9,704
Differences including exchange rate, inflation adjustment and filing differences	(7,849)			(5,586)
Alternative Taxes	1,120			2,109
Others	456			(954)
Income tax expense, net	$	109,903		$	95,702

The tax effects of temporary differences and carryforwards that comprise significant portions of deferred tax assets and liabilities as of December 31, 2025 and 2024 are presented below:

	2025		2024
Tax loss carryforwards (i)	$	165,311	$	145,977
Purchase price allocation adjustment	11,395		10,042
Property and equipment, tax inflation adjustment	55,386		48,135
Other accrued payroll and other liabilities	58,768		41,116
Provision for contingencies, bad debts and obsolescence	24,966		15,899
Other deferred tax assets (ii)	25,169		29,316
Other deferred tax liabilities	(4,194)		(4,061)
Leases (iii)	36,595		27,052
Property and equipment - difference in depreciation rates	(36,093)		(20,375)
Valuation allowance (iv)	(235,810)		(204,898)
Net deferred tax asset	$	101,493	$	88,203

(i)Changes in tax loss carryforwards for the year relate to the generation of NOLs. As of December 31, 2025, the Company and its subsidiaries have accumulated NOLs amounting to $573,097. The Company has NOLs amounting to $212,245 expiring between 2026 and 2030, $166,445 expiring after 2030, and $194,407 that do not expire.

(ii)Other deferred tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets for financial reporting purposes (accounting base) and the amounts used for income tax purposes (tax base). As of December 31, 2025 and 2024, this item includes: provision for regular expenses for $14,390 and $13,940, respectively, in Brazil, Colombia, Mexico, Panama and Venezuela.

(iii)As of December 31, 2025 and 2024, this item includes difference in depreciation of net leases (related to differences between ASC842 and local tax regulation) in Brazil; assets of $241,456 and $200,047 and liabilities of $204,861 and $172,995, respectively.

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

(iv)In assessing the realization of deferred income tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

The net deferred tax asset of $101,493 as of December 31, 2025, is presented in the consolidated balance sheet as non-current asset and non-current liability amounting to $104,250 and $2,757, respectively.

The net deferred tax asset of $88,203 as of December 31, 2024, is presented in the consolidated balance sheet as non-current asset and non-current liability amounting to $90,287 and $2,084, respectively.

Deferred income taxes have not been recorded for temporary differences related to investments in certain foreign subsidiaries. These temporary differences, comprise undistributed earnings considered permanently invested in subsidiaries amounting to $423,828 as of December 31, 2025. Determination of the deferred income tax liability on these unremitted earnings is not practicable because such liability, if any, is dependent on circumstances existing if and when remittance occurs.

As of December 31, 2025, and 2024, the Company has not identified unrecognized tax benefits that would favorably affect the effective tax rate if resolved in the Company’s favor.

The Company account for uncertain tax positions by determining the minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. This determination requires the use of significant judgment in evaluating the tax positions and assessing the timing and amounts of deductible and taxable items. The Company is regularly under audit in multiple tax jurisdictions and is currently under examination in several jurisdictions. The Company is generally no longer subject to income tax examinations by tax authorities for years prior to 2019.

As of December 31, 2025, there are certain matters related to the interpretation of income tax laws which could be challenged by tax authorities in an amount of $175 million, related to assessments for the fiscal years 2009 to 2017. No formal claim has been made for fiscal years within the statute of limitation by Tax authorities in any of the mentioned matters, however those years are still subject to audit and claims may be asserted in the future.

It is reasonably possible that, as a result of audit progression within the next 12 months, there may be new information that causes the Company to reassess the tax positions because the outcome of tax audits cannot be predicted with certainty. While the Company cannot estimate the impact that new information may have on their unrecognized tax benefit balance, it believes that the liabilities recorded are appropriate and adequate as determined under ASC 740.

The income taxes paid for fiscal year 2025 including amounts related to current tax obligations are presented below:

	2025
	Amount		Percent
Brazil	$	56,520	48.7	%
Mexico	27,007		23.3	%
Argentina	6,520		5.6	%
Others	26,094		22.5	%
Total	$	116,141	100.0	%

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

18. Share-based compensation

Phantom RSU Awards

In May 2019, the Company implemented a long-term incentive plan (“Phantom RSU Awards”) to reward employees by giving them the opportunity to benefit from the Company’s creation of value for its shareholders. In accordance with this plan, the Company granted units (“Phantom RSUs”) to certain employees, pursuant to which they are entitled to receive a cash payment equal to (i) the closing price of one Class A share per unit on the respective vesting date plus (ii) the corresponding dividends per-share (if any) formally declared and paid between the grant and vesting dates of such Phantom RSU. In the event of a recipient’s employment with the Company is terminated for any reason (other than death, disability or retirement), all unvested Phantom RSUs shall be forfeited in their entirety without any payment due to the recipient.

The following table provides information about the Phantom RSUs granted by the Company and subject to vesting as of December 31, 2025:

Grant		Units		Vesting period
2023		586,633		May 2026
2024		504,305		May 2027
2025		39,904		April 2026
	750,568		May 2028

The total compensation expense as of December 31, 2025, 2024 and 2023 amounts to $4,585, $971 and $15,586 respectively, which has been recorded under “General and administrative expenses” within the consolidated statements of income.

The following table summarizes the activity under the plan as of December 31, 2025:

	Units	Settlement
Outstanding at December 31, 2022	2,711,755	$	—
Grant 2023	769,375	—
Partial vesting of 2019 grant	(59,616)	512
Vesting and settlement of 2022 grant	(41,055)	326
Forfeited	(180,272)	—
Outstanding at December 31, 2023	3,200,187	—
Grant 2024	651,575	—
Vesting and settlement of 2019 grant	(943,288)	10,480
Vesting and settlement of 2021 grant	(692,422)	7,693
Vesting and settlement of 2023 grant	(32,599)	351
Forfeited	(5,139)	—
Outstanding at December 31, 2024	2,178,314	—
Grant 2025	845,624	—
Vesting and settlement of 2022 grant	(786,293)	6,306
Vesting and settlement of 2024 grant	(28,800)	220
Forfeited	(327,435)	—
Outstanding at December 31, 2025	1,881,410	—

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following table provides a summary of the plan as of December 31, 2025:

	Total Non-vested
Number of units outstanding (i)	1,881,410
Current share price	7.34
Total fair value of the plan	13,810
Weighted-average accumulated percentage of service	52.13	%
Accrued liability (ii)	7,199
Compensation expense not yet recognized (iii)	6,611

(i)Awards will vest between April 2026 and May 2028.

(ii)Presented within “Accrued payroll and other liabilities” in the Company’s current and non-current consolidated balance sheet.

(iii)Expected to be recognized in a weighted-average period of 1.95 years.

The Company recognized $344, $(599) and $2,763 of related income tax benefit (expense) for the share-based compensation plans during fiscal years 2025, 2024 and 2023, respectively.

19. Commitments and contingencies

Commitments

The MFAs require the Company and its MF subsidiaries, among other obligations:

(i)to agree with McDonald’s Corporation on a restaurant opening plan. Moreover, the Company has agreed to make its best efforts to reimage at least 10% of its eligible restaurants. The Company may also propose, subject to McDonald’s Corporation’s consent, amendments to any restaurant opening plan and/or reinvestment plan to adapt to changes in economic or political conditions;

(ii)to pay to McDonald’s Corporation an initial franchise fee for each new restaurant opened. In addition, the Company will pay an initial franchise fee for each franchised restaurant in operation as of January 1, 2025, which will be payable in two equal installments (August 1, 2027 and August 1, 2037).

(iii)to pay monthly royalties commencing at a rate of 6.0% of gross sales of the restaurants during the first 10 years. This percentage will increase to 6.25% and 6.5% for the subsequent two five-year periods of the agreement;

(iv)to commit to funding a specified Strategic Marketing Plan; that includes the expenditure of at least 5% of the Company’s gross sales on advertising and promotion activities, unless otherwise agreed with McDonald’s Corporation;

(v)to own (or lease) directly or indirectly, the fee simple interest in all real property on which any franchised restaurant is located; and

(vi)to maintain a minimum fixed charge coverage ratio (as defined therein) at least equal to 1.50 as well as a maximum leverage ratio (as defined therein) of 4.25.

If the Company is not in compliance with these (or other) commitments under the MFAs, it could be in material breach. A material breach of the MFAs would give McDonald’s Corporation certain rights, including the ability to acquire all or part of the Company’s business.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

For the year ended December 31, 2025, the Company was in compliance with the financial ratios mentioned in point (vi) above. The ratios for the periods mentioned were as follows:

	Fixed Charge Coverage Ratio	Leverage Ratio
March 31, 2025	2.14	3.80
June 30, 2025	2.05	3.53
September 30, 2025	2.26	3.24
December 31, 2025	2.17	3.36

In addition, the Company, through ADBV, maintains standby letters of credit in favor of McDonald’s Corporation as collateral for the obligations assumed under the MFAs, for a total aggregate drawing amount of $80 million. These letters of credit can be drawn if certain events occur, including the failure to pay royalties. No amounts have been drawn at the date of issuance of these financial statements. The following table presents information related to the standby letters of credit:

Bank	Currency	Amount
Banco Bilbao Vizcaya Argentaria, S.A.	$	45,000
J.P. Morgan	$	20,000
Itaú	$	15,000

These letters of credit contain a limited number of customary affirmative and negative covenants, including a maximum indebtedness to EBITDA ratio, as follows:

Bank	Ratio	Required Maximum Ratio	As of December 31, 2025
Banco Bilbao Vizcaya Argentaria, S.A.	Net indebtedness to EBITDA (including interest payable)	4.0	0.17
J.P. Morgan	Indebtedness to EBITDA (including interest payable)	4.5	0.89
Itaú	Net indebtedness to EBITDA (not including interest payable)	4.5	0.21

As of December 31, 2025 the Company was in compliance with each ratio.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Provision for contingencies

The Company has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor, tax and other matters. As of December 31, 2025 and 2024, the Company maintains a provision for contingencies, net of judicial deposits, amounting to $50,854 and $30,356, respectively, presented as follows: $1,455 and $1,199 as a current liability and $49,399 and $29,157 as a non-current liability, respectively.

The breakdown of the provision for contingencies is as follows:

Description	Balance at beginning of period		Accruals, net		Settlements		Reclassifications and increase of judicial deposits		Translation		Balance at end of period
Year ended December 31, 2025:
Tax contingencies in Brazil (i)	$	22,113	$	15,699	$	—	$	—	$	2,953	$	40,765
Labor contingencies in Brazil (ii)	8,821		16,165		(16,539)		408		1,103		9,958
Other (iii)	5,763		4,458		(2,935)		(17)		415		7,684
Subtotal	36,697		36,322		(19,474)		391		4,471		58,407
Judicial deposits (iv)	(6,341)		—		—		(424)		(788)		(7,553)
Provision for contingencies	$	30,356	$	36,322	$	(19,474)	$	(33)	$	3,683	$	50,854
Year ended December 31, 2024:
Tax contingencies in Brazil (i)	$	40,583	$	(10,994)	$	(363)	$	—	$	(7,113)	$	22,113
Labor contingencies in Brazil (ii)	12,674		14,475		(15,730)		—		(2,598)		8,821
Other (iii)	5,929		3,720		(2,979)		—		(907)		5,763
Subtotal	59,186		7,201		(19,072)		—		(10,618)		36,697
Judicial deposits (iv)	(8,567)		—		—		419		1,807		(6,341)
Provision for contingencies	$	50,619	$	7,201	$	(19,072)	$	419	$	(8,811)	$	30,356
Year ended December 31, 2023:
Tax contingencies in Brazil (i)	$	28,505	$	10,697	$	(151)	$	—	$	1,532	$	40,583
Labor contingencies in Brazil (ii)	14,095		14,231		(17,377)		556		1,169		12,674
Other (iii)	10,145		(668)		(4,494)		(3)		949		5,929
Subtotal	52,745		24,260		(22,022)		553		3,650		59,186
Judicial deposits (iv)	(7,906)		—		—		80		(741)		(8,567)
Provision for contingencies	$	44,839	$	24,260	$	(22,022)	$	633	$	2,909	$	50,619

(i)In 2025, 2024 and 2023, it includes mainly INSS (Instituto Nacional do Seguro Social) and CIDE (Contribuições de Intervenção no Domínio Econômico).

(ii)It primarily relates to dismissals in the normal course of business.

(iii)It relates to tax and labor contingencies in other countries and civil contingencies in all countries.

(iv)It primarily relates to judicial deposits the Company was required to make in connection with the proceedings in Brazil.

As of December 31, 2025, there are certain matters related to the interpretation of tax (for income tax matters refer to note 17), customs, labor and civil laws for which there is a reasonable possibility that a loss may have been incurred in accordance with ASC 450-20-50-4 within a range of $493 million and $534 million. In accordance with ASC 450-20-50-6, unasserted claims or assessments that do not meet the conditions mentioned have not been included.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Pursuant to the Stock Purchase Agreement with McDonald’s Corporation, McDonald’s Corporation indemnifies the Company for certain Brazilian claim. As of December 31, 2025 and 2024, the provision for contingencies includes $1,378 and $1,179, respectively related to this claim. As a result, the Company has recorded a non-current asset in respect of McDonald’s Corporation’s indemnity within “Miscellaneous” in the consolidated balance sheet.

20. Disclosures about fair value of financial instruments

As defined in ASC 820 Fair Value Measurement and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability. The valuation techniques that can be used under this guidance are the market approach, income approach or cost approach. The market approach uses prices and other information for market transactions involving identical or comparable assets or liabilities, such as matrix pricing. The income approach uses valuation techniques to convert future amounts to a single discounted present amount based on current market conditions about those future amounts, such as present value techniques, option pricing models (e.g. Black-Scholes model) and binomial models (e.g. Monte-Carlo model). The cost approach is based on current replacement cost to replace an asset.

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observance of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to level 1 measurements and the lowest priority to level 3 measurements, and accordingly, level 1 measurement should be used whenever possible.

The three levels of the fair value hierarchy as defined by the guidance are as follows:

Level 1 inputs: Valuations utilizing quoted, unadjusted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 inputs: Valuations utilizing quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.

Financial instruments that are valued using models or other valuation methodologies are included. Models used should primarily be industry-standard models that consider various assumptions and economic measures, such as interest rates, yield curves, time value, volatilities, contract terms, current market prices, credit risk or other market-corroborated inputs. Examples include most over-the-counter derivatives (non-exchange traded), physical commodities, most structured notes and municipal and corporate bonds.

Level 3 inputs: Valuations utilizing significant unobservable inputs provides the least objective evidence of fair value and requires a significant degree of judgment. Inputs may be used with internally developed methodologies and should reflect an entity’s assumptions using the best information available about the assumptions that market participants would use in pricing an asset or liability.

As of December 31, 2025, and December 31, 2024, the Company had not changed the methodology, nor the assumptions used to estimate the fair value of the financial instruments.

There were no transfers to and from Levels 1, 2 and 3 during the year ended December 31, 2025 and 2024.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under this guidance, the lowest level that contains significant inputs used in valuation should be chosen. Pursuant to ASC 820-10-50, the Company has classified its assets and liabilities into these levels depending upon the data relied on to determine the fair values. The fair values of the Company’s derivatives are valued based upon quotes obtained from counterparties to the agreements and are designated as Level 2.

The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024:

	Quoted Prices in<br>Active Markets<br>For Identical Assets<br>(Level 1)				Significant Other<br>Observable Inputs<br>(Level 2)				Significant<br>Unobservable Inputs<br>(Level 3)				Balance as of<br>December 31,		Balance as of<br>December 31,
	2025		2024		2025		2024		2025		2024		2025		2024
Assets
Cash equivalents	$	285,469	$	61,579	$	—	$	—	$	—	$	—	$	285,469	$	61,579
Short-term Investments	47,544		—		1,365		3,529		—		—		48,909		3,529
Derivatives	—		—		79,193		82,383		—		—		79,193		82,383
Total Assets	$	333,013	$	61,579	$	80,558	$	85,912	$	—	$	—	$	413,571	$	147,491
Liabilities
Derivatives	$	—	$	—	$	26,509	$	1,292	$	—	$	—	$	26,509	$	1,292
Total Liabilities	$	—	$	—	$	26,509	$	1,292	$	—	$	—	$	26,509	$	1,292

The derivative contracts were valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves, option volatilities and currency rates that were observable for substantially the full term of the derivative contracts.

Certain financial assets and liabilities not measured at fair value

As of December 31, 2025, the fair value of the Company’s short and long-term debt was estimated at $1,157,482, compared to a carrying amount of $1,156,576. This fair value was estimated using various pricing models or discounted cash flow analysis that incorporated quoted market prices and is similar to Level 2 within the valuation hierarchy. The carrying amount for notes receivable approximates fair value.

Non-financial assets and liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). As of December 31, 2025, no material fair value adjustments or fair value measurements were required for non-financial assets or liabilities, except for those required in connection with the impairment of long-lived assets and goodwill. Refer to Note 3 for more details, including inputs and valuation techniques used to measure fair value of these non-financial assets.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

21. Certain risks and concentrations

The Company’s financial instruments that are exposed to concentration of credit risk primarily consist of cash and cash equivalents, short-term investments, and accounts and notes receivable. Cash and cash equivalents and short-term investments are deposited with various creditworthy financial institutions, and therefore the Company believes it is not exposed to any significant credit risk related to cash and cash equivalents. Concentrations of credit risk with respect to accounts and notes receivable are generally limited due to the large number of franchisees comprising the Company’s franchise base.

All the Company’s operations are concentrated in Latin America and the Caribbean. As a result, the Company’s financial condition and results of operations depend, to a significant extent, on macroeconomic and political conditions prevailing in the region. However, some events of global impact such as a pandemic, could affect the Company’s operations.

22. Segment and geographic information

The Company is required to report information about operating segments in annual financial statements and interim financial reports issued to shareholders in accordance with ASC 280. Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. ASC 280 also requires disclosures about the Company’s products and services, geographic areas and major customers.

As discussed in Note 1, the Company through its wholly-owned and majority-owned subsidiaries operates and franchises McDonald’s restaurants in the food service industry. The Company has determined that its reportable segments are those that are based on the Company’s method of internal reporting. The Company manages its business as distinct geographic segments and its operations are divided into three geographic divisions, as follows: (i) Brazil, (ii) the North Latin American division, or “NOLAD,” which is comprised of Costa Rica, Mexico, Panama, Puerto Rico, Martinique, Guadeloupe, French Guiana and the U.S. Virgin Islands of St. Croix and St. Thomas, and, since July 2025, St. Martin, and (iii) the South Latin American division, or “SLAD,” which is comprised of Argentina, Chile, Ecuador, Peru, Uruguay, Colombia, Venezuela, Trinidad and Tobago, Aruba and Curaçao. Each segment uses the accounting policies described in Note 3.

The Company's chief operating decision maker is the Chief Executive Officer ("CEO”) and adjusted EBITDA is the measure of segment's profit or loss used to evaluate segment performance and resource allocation.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following tables present information about profit, or loss, significant expenses, other segment items and assets for each reportable segment:

	For the fiscal years ended December 31,
	2025		2024		2023
Revenues:
Brazil	$	1,770,301	$	1,768,311	$	1,701,547
NOLAD	1,266,129		1,225,751		1,132,912
SLAD	1,641,829		1,476,100		1,497,419
Total revenues	$	4,678,259	$	4,470,162	$	4,331,878
Significant expenses (a)
Company-operated restaurant expenses
Brazil	$	(1,405,674)	$	(1,338,301)	$	(1,301,637)
NOLAD	(1,071,262)		(1,048,552)		(962,214)
SLAD	(1,384,283)		(1,277,019)		(1,270,959)
Total Company-operated restaurant expenses	$	(3,861,219)	$	(3,663,872)	$	(3,534,810)
Franchised restaurants-occupancy expenses
Brazil	$	(57,406)	$	(54,089)	$	(54,031)
NOLAD	$	(10,764)	(11,020)		(10,465)
SLAD	$	(12,131)	(9,754)		(9,243)
Total Franchised restaurants-occupancy expenses	$	(80,301)	$	(74,863)	$	(73,739)
General and administrative expenses
Brazil	$	(60,248)	$	(54,007)	$	(58,608)
NOLAD	(56,262)		(50,197)		(48,188)
SLAD	(59,220)		(54,169)		(51,973)
Total reportable segments	(175,730)		(158,373)		(158,769)
Corporate (i)	(94,522)		(89,990)		(104,118)
Total General and administrative expenses	$	(270,252)	$	(248,363)	$	(262,887)
Other segment items
Brazil	$	111,801	$	18,088	$	12,906
NOLAD	3,019		274		3,319
SLAD	(6,098)		(1,466)		(4,864)
Total reportable segments	108,722		16,896		11,361
Corporate	—		140		501
Total Other segment items (a) (b)	$	108,722	$	17,036	$	11,862
Adjusted EBITDA:
Brazil	$	358,774	$	340,002	$	300,177
NOLAD	130,860		116,256		115,364
SLAD	180,097		133,692		160,380
Total reportable segments	669,731		589,950		575,921
Corporate	(94,522)		(89,850)		(103,617)
Total adjusted EBITDA	$	575,209	$	500,100	$	472,304

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

(a) Depreciation and amortization are not included within the significant expenses and other segment items.

(b) Other segment items include results related to recovery of taxes, restaurant transactions, rental income of excess properties, accrual for contingencies, results from equity method investments, write-offs of inventory and other miscellaneous items.

	For the fiscal years ended December 31,
	2025		2024		2023
Adjusted EBITDA reconciliation:
Total Adjusted EBITDA	$	575,209	$	500,100	$	472,304
(Less) Plus items excluded from computation that affect operating income:
Depreciation and amortization	(197,257)		(177,354)		(149,268)
Gains from sale and insurance recovery of property and equipment	2,641		5,486		2,030
Write-offs of long-lived assets	(6,557)		(2,650)		(8,401)
Impairment of long-lived assets	(922)		(1,067)		(2,626)
Reorganization and optimization plan	(8,721)		—		—
Operating income	364,393		324,515		314,039
(Less) Plus:
Net interest expense and other financing results	(13,660)		(47,238)		(32,275)
(Loss) gain from derivative instruments	(3,078)		941		(13,183)
Foreign currency exchange results	(4,859)		(15,063)		10,774
Other non-operating expenses, net	(1,484)		(3,873)		(1,238)
Income tax expense, net	(128,728)		(109,903)		(95,702)
Net income attributable to non-controlling interests	(468)		(620)		(1,141)
Net income attributable to Arcos Dorados Holdings Inc.	$	212,116	$	148,759	$	181,274

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

	For the fiscal years ended December 31,
	2025		2024		2023
Depreciation and amortization:
Brazil	$	76,984	$	70,868	$	68,249
NOLAD	58,551		50,481		41,195
SLAD	54,036		46,432		32,302
Total reportable segments	189,571		167,781		141,746
Corporate and others (i)	7,686		9,573		7,522
Total depreciation and amortization	$	197,257	$	177,354	$	149,268
Property and equipment expenditures:
Brazil	$	120,442	$	108,140	$	121,913
NOLAD	64,477		99,140		113,823
SLAD	96,309		120,301		122,616
Others	122		55		1,745
Total property and equipment expenditures	$	281,350	$	327,636	$	360,097
	As of December 31,
---	---	---	---	---
	2025		2024
Total assets:
Brazil	$	1,634,041	$	1,164,179
NOLAD	1,072,288		959,403
SLAD	958,777		822,342
Total reportable segments	3,665,106		2,945,924
Corporate and others (i)	318,257		40,366
Purchase price allocation (ii)	(97,519)		(93,636)
Total assets	$	3,885,844	$	2,892,654

(i)Corporate general and administrative expenses consist of corporate office support costs in areas such as facilities, finance, human resources, information technology, legal, marketing, restaurant operations, supply chain and training. As of December 31, 2025, corporate assets primarily include cash and cash equivalents, short-term investments and derivative instruments. As of December 31, 2024, corporate assets primarily include cash and cash equivalents, short-term investments and lease right of use.

(ii)Relates to the purchase price allocation adjustment made at corporate level, which reduces the accounting value of our long-lived assets (excluding Lease right of use) and goodwill. As of December 31, 2025 and 2024, primarily related with the reduction of goodwill.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The Company’s revenues are derived from two sources: sales by Company-operated restaurants and revenues from restaurants operated by franchisees. All of the Company’s revenues are derived from foreign operations. The following table presents information about revenues by geographic area for fiscal years ended December 31, 2025, 2024 and 2023:

	For the fiscal years ended December 31,
	2025		2024		2023
Revenues:
Brazil	$	1,770,301	$	1,768,311	$	1,701,547
Argentina	697,834		600,298		683,231
Mexico	481,170		447,388		394,528
Other countries	1,728,954		1,654,165		1,552,572
Total revenues	$	4,678,259	$	4,470,162	$	4,331,878

Long-lived assets consisting of property and equipment totaled $1,308,732 and $1,127,042 as of December 31, 2025 and 2024, respectively. All of the Company’s long-lived assets are related to foreign operations. The following table presents information about long-lived assets by geographic area as of December 31, 2025, and 2024:

	As of December 31,
	2025		2024
Long-lived assets
Brazil	$	456,726	$	370,419
Mexico	204,451		168,588
Chile	142,159		108,675
Argentina	123,091		117,206
Other countries	382,305		362,154
Total long-lived assets	$	1,308,732	$	1,127,042

23. Shareholders’ equity

Authorized capital

The Company is authorized to issue a maximum of 500,000,000 shares, consisting of 420,000,000 Class A shares and 80,000,000 Class B shares, neither of which have par value.

Issued and outstanding capital

As of December 31, 2025 and 2024 the Company had 210,663,057 outstanding shares, consisting of 130,663,057 Class A shares and 80,000,000 Class B shares for each year. As of December 31, 2023 the Company had 210,654,969 outstanding shares, consisting of 130,654,969 Class A shares and 80,000,000 Class B shares. In addition, 2,309,062 Class A shares were held in treasury.

During fiscal years 2025, 2024 and 2023, the Company issued nil, 8,088 and 60,424 Class A shares, respectively, in connection with the partial vesting of restricted share units under the 2011 Equity Incentive Plan, which is fully vested as of December 31, 2025.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Rights, privileges and obligations

Holders of Class A shares are entitled to one vote per share and holders of Class B shares are entitled to five votes per share. Except with respect to voting, the rights, privileges and obligations of the Class A shares and Class B shares are pari passu in all respects, including with respect to dividends and rights upon liquidation of the Company.

Distribution of dividends

The Company can only make distributions to the extent that immediately following the distribution, its assets exceed its liabilities and the Company is able to pay its debts as they become due.

On March 11, 2025, the Company approved a dividend distribution to all Class A and Class B shareholders of $0.24 per share to be paid in four installments, as follows: $0.06 per share in March 27, June 27, September 26 and December 26, 2025, respectively. As of December 31, 2025, the Company paid $50,560 of cash dividends.

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Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

Accumulated other comprehensive loss

The following tables set forth information with respect to the components of “Accumulated other comprehensive loss” as of December 31, 2025 and their related activity during the three-years in the period then ended:

	Foreign currency translation		Cash flow hedges		Securities available for sale (i)		Total Accumulated other comprehensive loss
Balances at December 31, 2022	$	(609,090)	$	(746)	$	(3,624)	$	(613,460)
Other comprehensive income (loss) before reclassifications	53,309		(17,393)		(1,780)		34,136
Net loss reclassified from accumulated other comprehensive loss to consolidated statements of income	—		15,124		1,119		16,243
Net current-period other comprehensive income (loss)	53,309		(2,269)		(661)		50,379
Balances at December 31, 2023	(555,781)		(3,015)		(4,285)		(563,081)
Other comprehensive (loss) income before reclassifications	(111,871)		33,150		(552)		(79,273)
Net (income) loss reclassified from accumulated other comprehensive loss to consolidated statements of income	—		(26,904)		774		(26,130)
Net current-period other comprehensive (loss) income	(111,871)		6,246		222		(105,403)
Balances at December 31, 2024	(667,652)		3,231		(4,063)		(668,484)
Other comprehensive income (loss) before reclassifications	96,744		(27,595)		(134)		69,015
Net loss reclassified from accumulated other comprehensive loss to consolidated statements of income	—		27,635		4,204		31,839
Net current-period other comprehensive income	96,744		40		4,070		100,854
Balances at December 31, 2025	(570,908)		3,271		7		(567,630)

(i)Related to unrealized results on available for sale securities. As of December 31, 2025 and 2024 the Company maintains Securities classified as available for sale in accordance with guidance in ASC 320 Investments – Debt and Equity Securities amounting to $3,207 and $3,529, respectively, included within “Short-term investments” in the Consolidated Balance Sheet. The amortized cost at acquisition amounted to $3,396, $7,774 and $9,968 for the fiscal year ended December 31, 2025, 2024 and 2023 respectively.

F-54

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

24. Earnings per share

The Company is required to present basic earnings per share and diluted earnings per share in accordance with ASC 260. Earnings per share are based on the weighted average number of shares outstanding during the period after consideration of the dilutive effect, if any, for common stock equivalents, including stock options and restricted share units. Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive securities outstanding during the period under the treasury method.

The following table sets forth the computation of basic and diluted net income per common share attributable to Arcos Dorados Holdings Inc. for all years presented:

	For the fiscal years ended December 31,
	2025		2024		2023
Net income attributable to Arcos Dorados Holdings Inc. available to common shareholders	$	212,116	$	148,759	$	181,274
Weighted-average number of common shares outstanding - Basic and Diluted	210,663,057		210,660,590		210,632,812
Basic and Diluted net income per common share attributable to Arcos Dorados Holdings Inc.	$	1.01	$	0.71	$	0.86

25. Related party transactions

The Company has entered into a master commercial agreement on arm’s-length terms with Axionlog, a company under common control that provides quick service restaurants and other food service businesses with comprehensive third-party logistics services, including storage, transportation, planning, and logistics management services, in the countries in which it operates (“Axionlog”). Pursuant to this agreement, Axionlog provides the Company some or all of these services in most of the Company’s territories.

The following table summarizes the outstanding balance between the Company and Axionlog as of December 31, 2025 and 2024:

	As of December 31,
	2025	2024
Other receivables	5,952	5,995
Miscellaneous	4,281	4,031
Accounts payable	(31,278)	(27,261)

The following table summarizes the transactions between the Company and Axionlog for the fiscal years ended December 31, 2025, 2024 and 2023:

	Fiscal years ended December 31,
	2025		2024		2023
Food and paper (i)	$	(359,119)	$	(338,543)	$	(319,232)
Occupancy and other operating expenses	(12,039)		(10,893)		(9,590)

(i)Include $73,711 of distribution fees and $285,408 of supplier purchases managed through the Axionlog Business for the fiscal year ended December 31, 2025; $67,296 and $271,247, respectively, for the fiscal year ended December 31, 2024; and $65,342 and $253,890, respectively, for the fiscal year ended December 31, 2023.

F-55

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

The following table summarizes the outstanding balances between the Company and its equity method investments as of December 31, 2025 and 2024:

	2025				2024
	Lacoop II, S.C		Saile (i)		Lacoop II, S.C		Saile (i)
Other receivables	$	2,928	$	1,510	$	2,091	$	978
Accounts payable	(2,412)		—		(5,936)		—

(i) Operadora de Franquicias Saile S.A.P.I. de C.V.

F-56

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Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

26. Valuation and qualifying accounts

The following table presents the information required by Rule 12-09 of Regulation S-X regarding valuation and qualifying accounts for each of the periods presented:

Description	Balance at beginning of period		Additions (i)		Deductions (ii)		Remeasurement/Translation		Balance at end of period
Year ended December 31, 2025:
Deducted from assets accounts:
Allowance for doubtful accounts (iii)	$	391	$	790	$	(487)	$	85	$	779
Valuation allowance on deferred tax assets	204,898		19,126		(5,899)		17,685		235,810
Reported as liabilities:
Provision for contingencies	30,356		36,289		(19,474)		3,683		50,854
Total	$	235,645	$	56,205	$	(25,860)	$	21,453	$	287,443
Year ended December 31, 2024:
Deducted from assets accounts:
Allowance for doubtful accounts (iii)	$	1,440	$	766	$	(1,636)	$	(179)	$	391
Valuation allowance on deferred tax assets	218,674		32,999		(10,631)		(36,144)		204,898
Reported as liabilities:
Provision for contingencies	50,619		7,620		(19,072)		(8,811)		30,356
Total	$	270,733	$	41,385	$	(31,339)	$	(45,134)	$	235,645
Year ended December 31, 2023:
Deducted from assets accounts:
Allowance for doubtful accounts (iii)	$	849	$	838	$	(309)	$	62	$	1,440
Valuation allowance on deferred tax assets	201,414		34,029		(11,458)		(5,311)		218,674
Reported as liabilities:
Provision for contingencies	44,839		24,893		(22,022)		2,909		50,619
Total	$	247,102	$	59,760	$	(33,789)	$	(2,340)	$	270,733

(i)Additions in valuation allowance on deferred tax assets are charged to income tax expense, net.

Additions in provision for contingencies are explained as follows:

Fiscal years 2025, 2024 and 2023 – Relate to the accrual of $36,322, $7,201 and $24,260, respectively, and a reclassification of $(33), $419, and $633 during fiscal years 2025, 2024 and 2023, respectively. See Note 19 for details.

(ii)Deductions in valuation allowance on deferred tax assets are charged to income tax expense, net.

Deductions in provision for contingencies are explained as follows:

Corresponds to the settlements amounting to $19,474; $19,072 and $22,022 during fiscal years 2025, 2024 and 2023, respectively as discussed in Note 19.

(iii)Presented in the consolidated balance sheet as follows: $680, $294 and $1,330 as of December 31, 2025, 2024 and 2023, respectively, within Accounts and notes receivable, net and $99 and $97 and $110 as of December 31, 2025, 2024 and 2023, respectively, within Other receivables.

F-57

Arcos Dorados Holdings Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025

Amounts in thousands of US dollars, except for share data and as otherwise indicated

27. Subsequent events

Long-term debt

Dividend distribution

Additionally, on March 18, 2026, the Company approved a dividend distribution to all Class A and Class B shareholders of $0.28 per share to be paid in four installments, as follows: $0.07 per share in April 2, June 26, September 25 and December 29, 2026, respectively.

F-58

Document

Execution Version

U.S.$200,000,000

CREDIT AGREEMENT

dated as of September 30, 2025

among

ARCOS DORADOS HOLDINGS INC. and ARCOS DORADOS B.V., as Borrowers

CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors

THE LENDERS PARTY HERETO, as Lenders

and

GLAS USA LLC, as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A.,

as Sole Lead Arranger and Bookrunner

Table of Contents

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions
Section 1.01. Defined Terms	1
Section 1.02. Rules of Construction	27
Section 1.03. Rates	29
Section 1.04. Divisions	30
Section 1.05. Dutch Terms	30
ARTICLE 2
Loans
Section 2.01. Loans	31
Section 2.02. Borrowings, Conversions and Continuations of Loans	31
Section 2.03. Termination and Reduction of Commitments	32
Section 2.04. Repayment of the Loans	32
Section 2.05. Optional Prepayment; Mandatory Prepayment	33
Section 2.06. Interest Rates and Interest Payment Dates	33
Section 2.07. Fees	34
Section 2.08. Selection of Lending Office	35
Section 2.09. Inability to Determine Rates	35
Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Setoffs	36
Section 2.11. Borrowers	37
Section 2.12. Taxes	37
Section 2.13. Increased Costs	39
Section 2.14. Mitigation Obligations; Replacement of Lenders	40
Section 2.15. Breakage Costs	41
Section 2.16. Survival	41
Section 2.17. Extension of Maturity Date	41
Section 2.18. Defaulting Lenders	43
Section 2.19. Illegality	44
Section 2.20. Benchmark Replacement Setting	44
ARTICLE 3
Representations and Warranties
Section 3.01. Financial Condition; No Material Adverse Effect	46
Section 3.02. Existence and Qualification; Power; Material Subsidiaries	46
Section 3.03. Authorization; Enforceable Obligations; No Contravention	47
Section 3.04. Governmental Authorization; Other Consents	47
Section 3.05. No Material Litigation	47

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Section 3.06. Taxes	47
Section 3.07. Compliance with Laws	48
Section 3.08. Properties; Intellectual Property; Licenses, Etc.	48
Section 3.09. Ranking	48
Section 3.10. Full Disclosure	48
Section 3.11. Form of Documents	48
Section 3.12. Environmental Matters	49
Section 3.13. Use of Proceeds	49
Section 3.14. Investment Company Act	49
Section 3.15. Anti-Corruption Law, Anti-Money Laundering Law and Sanctions	49
Section 3.16. Consolidated EBITDA of Guarantors	49
Section 3.17. No Immunity	50
Section 3.18. ERISA	50
Section 3.19. Margin Regulations	50
Section 3.20. Solvency	50
ARTICLE 4
Conditions Precedent
Section 4.01. Conditions to Closing	50
Section 4.02. Conditions to each Borrowing	52
ARTICLE 5
Affirmative Covenants
Section 5.01. Financial Statements and Other Information	53
Section 5.02. Other Affirmative Covenants	54
Section 5.03. Use of Proceeds	55
Section 5.04. Rank of Obligations	55
Section 5.05. Subsidiaries	55
Section 5.06. Anti-Corruption, Anti-Money Laundering and Sanctions	58
Section 5.07. Accuracy of Information	58
Section 5.08. Brazilian Registration Requirements	58
ARTICLE 6
Negative Covenants
Section 6.01. Liens	59
Section 6.02. Fundamental Changes	62
Section 6.03. Affiliate Transactions	63
Section 6.04. Lines of Businesses	64
Section 6.05. Use of Proceeds	64
Section 6.06. Consolidated Net Indebtedness to EBITDA Ratio	64

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ARTICLE 7
Events of Default
Section 7.01. Events of Default	64
Section 7.02. Application of Payments	67
Section 7.03. Remedies Independent	67
ARTICLE 8
Guaranty
Section 8.01. Guaranty	67
Section 8.02. Guaranty Unconditional	68
Section 8.03. Discharge only upon Payment in Full; Reinstatement in Certain Circumstances	68
Section 8.04. Waivers by the Guarantors	69
Section 8.05. Subrogation	70
Section 8.06. Stay of Acceleration	70
Section 8.07. Additional Guarantors	70
Section 8.08. Brazilian Guarantee Agreement (Fiança)	70
ARTICLE 9
The Administrative Agent
Section 9.01. Appointment and Authority	70
Section 9.02. Rights as a Lender	71
Section 9.03. Exculpatory Provisions	71
Section 9.04. Reliance by Administrative Agent	73
Section 9.05. Delegation of Duties	74
Section 9.06. Resignation or Removal of Administrative Agent	74
Section 9.07. Non-Reliance on the Administrative Agent, the Lead Arranger and other Lenders	75
Section 9.08. Administrative Agent May File Proofs of Claim	76
Section 9.09. Certain ERISA Matters	77
Section 9.10. Force Majeure	78
Section 9.11. Erroneous Payments	78
Section 9.12. Lead Arranger	79
ARTICLE 10
Miscellaneous
Section 10.01. Right of Set-Off	79
Section 10.02. New York Time	80
Section 10.03. Amendments; Waivers	80

iii

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Section 10.04. Notices	81
Section 10.05. Successors and Assigns	82
Section 10.06. Reimbursement of Costs and Expenses; Limitation of Liability	86
Section 10.07. Indemnification	86
Section 10.08. Severability	87
Section 10.09. Counterparts; Electronic Execution	87
Section 10.10. Governing Law; Jurisdiction	88
Section 10.11. Jury Trial Waiver	88
Section 10.12. Process Agent Appointment	88
Section 10.13. Waiver of Immunity	89
Section 10.14. USA PATRIOT Act	89
Section 10.15. Judgment Currency	89
Section 10.16. Confidentiality	90
Section 10.17. Acknowledgement and Consent to Bail-In of Affected Financial Institutions	90
Section 10.18. No Advisory or Fiduciary Responsibility	91
Section 10.19. Entire Agreement	92

List of Schedules

Schedule 2.01 Commitments

Schedule 3.02 Material Subsidiaries

Schedule 6.01(A) McDonald’s Foreign Pledge Agreements Schedule 6.01(B) Secured Restricted Real Estate

List of Exhibits

Exhibit A Form of Borrowing Notice

Exhibit B Form of Compliance Certificate

Exhibit C-1 Form of Loan Parties’ New York counsel opinion

Exhibit C-2 Form of Loan Parties’ British Virgin Islands counsel opinion

Exhibit C-3 Form of Loan Parties’ Dutch counsel opinion

Exhibit C-4 Form of Loan Parties’ Chilean counsel opinion

Exhibit C-5 Form of Loan Parties’ Argentinian counsel opinion

Exhibit C-6 Form of Loan Parties’ Brazilian counsel opinion

Exhibit C-7 Form of Loan Parties’ Mexican counsel opinion

Exhibit C-8 Form of Loan Parties’ Puerto Rican counsel opinion

Exhibit D Form of Subsidiary Joinder Agreement Exhibit E Form of Assignment and Assumption

Exhibit F Form of Brazilian Guarantee Agreement

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CREDIT AGREEMENT, dated as of September 30, 2025 (the “Agreement”), among (a) ARCOS DORADOS HOLDINGS INC., a business company incorporated under the laws of the British Virgin Islands with company number 1619553 and its registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola VG1110, British Virgin Islands (the “Parent Borrower”) and Arcos Dorados B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Dutch Borrower” and, together with the Parent Borrower, the “Borrowers”), as borrowers, (b) CERTAIN SUBSIDIARIES OF THE BORROWERS, as Guarantors (as defined below), (c) the LENDERS (as defined below) party hereto from time to time, and (d) GLAS USA LLC, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Lenders have agreed to make available to the Borrowers a revolving credit facility on the terms and subject to the conditions contained in this Agreement; and

WHEREAS, each Guarantor will benefit from the extension of credit to the Borrowers hereunder by the Lenders and each such Guarantor is willing to guarantee the obligations of the Borrowers under the Loan Documents;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows.

ARTICLE 1 Definitions

Section 1.01. Defined Terms.

“ABR” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50% and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Additional Guarantor” means each Subsidiary of any of the Borrowers that becomes, at any time after the Closing Date, an additional Guarantor hereunder pursuant to Section 5.05.

“Administrative Agent Fee Letter” means the fee letter dated September 30, 2025 between the Borrowers and the Administrative Agent.

“Administrative Agent” has the meaning specified in the introductory paragraph hereof.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by or otherwise acceptable to the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate” of any Person, means any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Aggregate Commitment Amount” means U.S.$200,000,000.

“Agreement” has the meaning specified in the introductory paragraph hereof.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Brazilian Anti-Corruption Laws and all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to the prevention or prohibition of money laundering or terrorism financing.

“Applicable Law” means, as to any Person, all applicable constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules and regulations of any Governmental Authority binding upon such Person or to which such a Person is subject.

“Applicable Margin” means a rate per annum equal to 2.10%.

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.18. If the commitment of each Lender to make Loans have been terminated pursuant to Section 7.01 or if the aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“Approved Electronic Platform” means DebtDomain or any other electronic platform chosen by the Administrative Agent to make any communications available to the Lenders.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.05), and accepted by the Administrative Agent, in the form of Exhibit E or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Availability Period” the period commencing on and including the Closing Date and ending on but excluding the Commitment Termination Date.

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“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.20(d).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the determination of the Administrative Agent (acting at the direction of the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate Loan” means a Loan that bears interest based on the ABR.

“BBVA Letter of Credit Agreement” means the Letter of Credit Agreement, dated as of October 25, 2024, between the Dutch Borrower and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (BBVA), as issuing bank.

“Benchmark” means, initially, with respect to any (a) Daily Simple SOFR Loan, the Daily Simple SOFR or (b) Term SOFR Loan, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Daily Simple SOFR or Term SOFR Reference Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.20.

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“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent (acting at the direction of the Required Lenders) for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent (acting at the direction of the Required Lenders) and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

provided that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent (acting at the direction of the Required Lenders) and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means a date and time determined by the Administrative Agent (acting at the direction of the Required Lenders), which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such

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component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan

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Document in accordance with Section 2.20 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.20.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Blocking Regulation” means Council Regulation (EC) 2271/96.

“Board” means the Board of Governors of the Federal Reserve System of the United States.

“Borrowers” has the meaning specified in the introductory paragraph hereof.

“Borrowing” means a borrowing of Loans made by the Lenders pursuant to Section 2.01.

“Borrowing Date” means a Business Day within the Availability Period specified in a Borrowing Notice as the date on which the Borrowers shall make a Borrowing hereunder.

“Borrowing Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“Brazilian Anti-Corruption Laws” means collectively Federal Law No. 9,613 of March 3, 1998, as amended, Federal Law No. 12,846 of August 1, 2013, as amended, Federal Decree No. 11,129 of July 11, 2022 and Federal Decree No. 2,848 of December 7, 1940.

“Brazilian Code of Civil Procedure” shall mean Brazilian Federal Law No. 13,105, dated March 16, 2015, as amended.

“Brazilian Guarantee Agreement” means the Brazilian law governed guarantee agreement (contrato de prestação de fiança), dated as of the date hereof and issued by each Brazilian Guarantor in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent, substantially in the form of Exhibit F.

“Brazilian Guarantor” means each Guarantor organized under the laws of the Federative Republic of Brazil.

“Brazilian Master Franchisee” means Arcos Dourados Comercio de Alimentos S.A., or any successor to its rights and obligations under the Third Amended and Restated Master Franchise Agreement, dated as of December 30, 2024, among McDonald’s Latin America and

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Arcos Dourados Comércio de Alimentos S.A., as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Brazilian Public Registries Law” means Law No. 6,015, dated December 31, 1973 of Brazil, as amended and/or replaced from time to time.

“Breakage Costs” means an amount determined by any Lender in good faith to be sufficient to compensate such Lender for (i) any failure by the Borrowers to borrow a SOFR Loan on the date specified in the relevant Borrowing Notice or (ii) any payment of a SOFR Loan prior to its stated maturity (by reason of acceleration or otherwise) or the relevant Interest Payment Date therefor. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive for any loss, cost or expense attributable to any such event shall be delivered to the Borrowers and shall be conclusive absent manifest error.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banking institutions are authorized or required by Law to close in New York, New York, Amsterdam, the Netherlands, Road Town, British Virgin Islands, Lima, Peru or São Paulo, Brazil.

“Capital Lease Obligations” of any Person, means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated and whether or not voting) of equity of such Person, including each class of Common Stock, Preferred Stock, limited liability interests or partnership interests, but excluding any debt securities convertible into such equity.

“Change of Control” means the occurrence of one or more of the following events:

(a) the Permitted Holders cease to be the “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 30.00% of the voting power of the Voting Stock of the Parent Borrower, the Brazilian Master Franchisee or the Master Franchisee;

(b) individuals appointed by the Permitted Holders cease for any reason to constitute a majority of the members of the Board of Directors of the Parent Borrower, the Brazilian Master Franchisee or the Master Franchisee;

(c) the sale, conveyance, assignment, transfer, lease or other disposition of all or substantially all of the assets of the Parent Borrower, the Brazilian Master Franchisee or the Master Franchisee, determined on a Consolidated basis, to any “person” (as defined in Sections 13d and 14d under the Exchange Act), whether or not otherwise in compliance with this Agreement, other than a Permitted Holder; or

(d) the approval by the holders of Capital Stock of the Parent Borrower, the Brazilian Master Franchisee or the Master Franchisee of any plan or proposal for the

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liquidation or dissolution of any such Person, whether or not otherwise in compliance with this Agreement.

“Change in Law” means, with respect to any Lender, the adoption of, or change in, any law, rule, regulation, policy, guideline or directive (whether or not having the force of law) or any change in the interpretation or application thereof by any Governmental Authority having jurisdiction over such Lender, in each case after the date hereof; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” has the meaning assigned to such term in Section 4.01.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined/Consolidated Basis” means, when used with respect to the determination of any amount, that such amount is to be determined by combining the relevant amount determined with respect to the Guarantors within a certain Territory and the Consolidated Subsidiaries of such Guarantors operating within the same Territory (but excluding in any event any Non-Guarantor Subsidiary of any such Guarantor that does not have operations within the same Territory) on a Consolidated basis, all in accordance with GAAP.

“Commitment” means, with respect to each Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 10.05(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09 and (b) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04; provided that at no time shall the Total Credit Exposure of any Lender exceed its Commitment.

“Commitment Fee” has the meaning assigned to such term in Section 2.07(a).

“Commitment Termination Date” shall mean the earliest of (a) the Maturity Date (subject to extension in accordance with Section 2.17) and (b) the date on which the Commitments are terminated pursuant to Section 2.03 or the last paragraph of Section 7.01 (except that, if such date is not a Business Day, the Commitment Termination Date shall be the next preceding Business Day).

“Common Stock” means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common equity interests, whether outstanding on the Closing Date or issued after the Closing Date, and includes, without limitation, all series and classes of such common equity interests.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of

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“ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent decides (acting at the direction of the Required Lenders) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (acting at the direction of the Required Lenders) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated” refers to the consolidation of accounts of a Person and its Subsidiaries in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, Consolidated Net Income for such Person for such period, plus the following (without duplication) to the extent deducted or added in calculating such Consolidated Net Income:

(1) Consolidated Interest Expense for such Person for such period;

(2) Consolidated Income Tax Expense for such Person for such period;

(3) Consolidated Non-cash Charges for such Person for such period;

(4) any non-operating and/or non-recurring charges, expenses or losses of such Person and its Subsidiaries for such period; and

(5) the amount of loss on any sale of accounts receivables and related assets to a Securitization Subsidiary in connection with a Permitted Receivables Financing;

less (x) all non-cash credits and gains increasing Consolidated Net Income for such Person for such period, (y) all cash payments made by such Person and its Subsidiaries during such period relating to non-cash charges that were added back in determining Consolidated EBITDA in any prior period and (z) non-operating and/or non-recurring income or gains (less all fees and expenses related thereto) increasing Consolidated Net Income of such Person and its Subsidiaries for such period.

Notwithstanding the foregoing, the items specified in clauses (1) and (3) above for any Subsidiary will be added to Consolidated Net Income in calculating Consolidated EBITDA for any period:

(a) in proportion to the percentage of the total Capital Stock of such Subsidiary held directly or indirectly by such Person at the date of determination; and

(b) to the extent that a corresponding amount would be permitted at the date of determination to be distributed to such Person by such Subsidiary pursuant to its charter and bylaws (estatutos sociales) and each law, regulation, agreement or judgment applicable to such distribution.

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“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and any other income taxes payable by such Person and its Subsidiaries for such period as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, all Indebtedness (including the Loans) of a Person and its Subsidiaries determined on a Consolidated basis.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum (without duplication) determined on a Consolidated basis in accordance with GAAP of:

(1) the aggregate of cash and non-cash interest expense of such Person and its Subsidiaries for such period determined on a Consolidated basis in accordance with GAAP, including, without limitation, the following (whether or not interest expense in accordance with GAAP):

(a) any amortization or accretion of debt discount or any interest paid on Indebtedness of such Person and its Subsidiaries in the form of additional Indebtedness;

(b) any amortization of deferred financing costs;

(c) the net costs under Hedging Obligations (including amortization of fees) in respect of Indebtedness or that are otherwise treated as interest expense or equivalent under GAAP; provided that if Hedging Obligations result in net benefits rather than costs, such benefits will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;

(d) all capitalized interest;

(e) the interest portion of any deferred payment obligation;

(f) any premiums, fees, discounts, expenses and losses on the sale of accounts receivable (and any amortization thereof) payable by any Borrower or any of its Subsidiaries in connection with a Permitted Receivables Financing;

(g) commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers’ acceptances; and

(h) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on the assets of such Person or one of its Subsidiaries, whether or not such Guarantee or Lien is called upon; and

(2) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Subsidiaries during such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Subsidiaries (after deducting (or adding) the portion of such net income (or loss) attributable to minority interests in Subsidiaries of such Person) for such period on a Consolidated basis, determined in accordance with GAAP; provided that there will be excluded therefrom to the extent reflected in such aggregate net income (loss):

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(1) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Closing Date;

(2) any gain (or loss) from foreign exchange translation or change in net monetary position;

(3) any net gain or loss (after any offset) resulting in such period from Hedging Obligations entered into for bona fide hedging purposes and not for speculative purposes; provided that the net effect on income or loss (including in any prior periods) will be included upon any termination or early extinguishment of such Hedging Obligations, other than any Hedging Obligations with respect to Indebtedness (that is not itself a Hedging Obligation) and that are extinguished concurrently with the termination or other prepayment of such Indebtedness; and

(4) the cumulative effect of changes in accounting principles.

“Consolidated Net Indebtedness” means, with respect to any Person as of any date of determination, an amount equal to Consolidated Indebtedness minus cash and cash equivalents and consolidated marketable securities recorded as current assets (except for any Capital Stock in any Person) in all cases determined in accordance with GAAP and as set forth in the most recent consolidated balance sheet of such Person and its Subsidiaries.

“Consolidated Net Indebtedness to EBITDA Ratio” means, with respect to the Parent Borrower, at any date of determination, the ratio (expressed as a decimal) of: (a) Consolidated Net Indebtedness of the Parent Borrower as at such date divided by (b) Consolidated EBITDA of such Borrower for the four (4) most recent fiscal quarters ending on or before such date.

“Consolidated Net Tangible Assets” means the total consolidated assets of the Parent Borrower and its Subsidiaries, as shown on the most recent financial statements furnished to the Lenders hereunder, less (1) all current liabilities of the Parent Borrower and its Subsidiaries after eliminating (a) all intercompany items between the Parent Borrower, the Dutch Borrower and any Subsidiaries or between Subsidiaries and (b) all current maturities of long-term Indebtedness; and (2) all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP; all calculated in accordance with GAAP and calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of businesses or operations by the Parent Borrower, the Dutch Borrower and its Subsidiaries subsequent to such date and on or prior to the date of determination.

“Consolidated Net Worth” means, for any period, for each Borrower and its Subsidiaries on a Consolidated basis, the total shareholder’s equity (or total assets minus total liabilities) which would appear as such on the Consolidated balance sheet of such Borrower and its Subsidiaries on a Consolidated basis, as determined in accordance with GAAP.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses or losses of such Person and its Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP (excluding any such charge which constitutes an accrual of or a reserve for cash charges for any future period or the amortization of a prepaid cash expense paid in a prior period).

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“Consolidated Total Assets” means with respect to the Parent Borrower, as of any date of determination, the total assets shown on the Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the most recent date for which such a balance sheet is available, determined on a Consolidated basis in accordance with GAAP, calculated on a pro forma basis to give effect to any acquisition or disposition of companies, divisions, lines of business or operations by such Borrower and its Subsidiaries subsequent to such date and on or prior to the date of determination.

“Contingent Obligation” means, as to any Person, (without duplication): (a) a guarantee, an indemnity obligation in respect of a guarantee or performance bond (including a fianza), an endorsement or an aval, (b) a contingent agreement to purchase or to furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable under or with respect to, any Indebtedness, other obligations, net worth, working capital or earnings of any Person, (c) an agreement to purchase, sell or lease (as lessee or lessor) Property or services, primarily in each case for the purpose of enabling a debtor to make payment of its obligations, or an agreement to assure a creditor against loss; in each case including causing a bank or other Person to issue a letter of credit or other similar instrument for the benefit of any Person, but excluding endorsement for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation of any Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined in good faith.

“Contributing Subsidiary” has the meaning assigned to such term in Section 5.05(b).

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement; provided further that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Daily Simple SOFR Loan” has the meaning assigned to such term in Section 2.06(a).

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, recuperação judicial, regime de administração especial temporária, concurso mercantil, quiebra or similar debtor relief laws of the United States of America, the British Virgin Islands, the Netherlands, Mexico, Costa Rica, Panama, Puerto Rico, Argentina, Chile, Brazil, and/or any other jurisdictions applicable to any Borrower or any Guarantor from time to time in effect affecting the rights of creditors generally.

“Default” means any event or condition that, with the giving of any notice, the passage of time, or both, would result in an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, or (ii) pay over to any Loan Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)

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above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrowers or any Loan Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Loan Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Loan Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof.

“Dollars” and “U.S.$” means the lawful currency of the United States.

“Dutch Borrower” has the meaning specified in the introductory paragraph hereof.

“Dutch Civil Code” means the Burgerlijk Wetboek of the Netherlands.

“Dutch Guarantor” means each Guarantor organized under the laws of the Netherlands.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Environmental Laws” means any and all Brazilian, European Union, U.S., state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment.

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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by a Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by a Borrower or any ERISA Affiliate from the Pension Benefit Guaranty Corporation (as referred to and defined in ERISA and any successor entity performing similar functions) or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by a Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of a Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by a Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Borrower or any ERISA Affiliate of any notice, concerning the imposition upon a Borrower or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” means any of the events specified in Article 7; provided that any requirement set forth therein for the giving of notice, the lapse of time, or both, has been satisfied.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Subsidiary” means any Subsidiary of any Borrower that is a Sanctioned Person or is otherwise prevented or prohibited from becoming a Guarantor under local laws, pursuant to its organizational documents, or due to the existence of minority shareholders.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on

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account of any obligation of a Borrower hereunder, or required to be withheld or deducted from any such payment: (a) Taxes imposed on or measured by its overall net income (however denominated), and branch profits and franchise taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the Applicable Law of which such recipient is organized, is doing business, is considered a resident for tax purposes, or in which its principal office is located or, in which its applicable Lending Office is located; (ii) imposed as the result of any other present or former connection between any Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) (“Other Connection Taxes”); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.12, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) withholding Taxes to the extent attributable to a Lender’s failure to provide to the Borrowers, at the time or times required by Applicable Law such properly completed and executed documentation reasonably requested by the Borrowers as such Lender is legally entitled to provide and will permit such payments to be made without withholding or at a reduced rate of withholding, as applicable; (d) Taxes imposed by the Netherlands as a result of (i) the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder owning, directly or indirectly, a substantial interest (aanmerkelijk belang) as defined in the Dutch Income Tax Act (Wet inkomstenbelasting 2001) in the Dutch Borrower or (ii) the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) in the form as of the date of this Agreement and (e) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Facilities” means each of: (a) that certain Amended and Restated Credit Agreement dated as of December 11, 2020 among Parent Borrower, as borrower, certain Subsidiaries of the Parent Borrower as guarantors and JPMorgan Chase Bank, N.A., as lender; and (b) that certain Credit Agreement, dated as of October 31, 2024, among the Parent Borrower and the Dutch Borrower, as borrowers, the Brazilian Master Franchisee, as guarantor, and Banco Santander (Brasil) S.A., Grand Cayman Branch, as lender.

“Existing Maturity Date” has the meaning assigned to such term in Section 2.17(a).

“Extending Lender” has the meaning assigned to such term in Section 2.17(c).

“Extension Request” means a written request from the Borrowers to the Administrative Agent requesting an extension of the Maturity Date pursuant to Section 2.17.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction; provided that the Fair Market Value of any such asset or assets will be determined conclusively by the Board of Directors of the applicable Borrower acting in good faith, and will be evidenced by a board resolution.

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“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate, and (b) 0%.

“Fee Letters” means the Administrative Agent Fee Letter and each other “Fee Letter” between the Lead Arranger and the Borrowers, in each case, individually and collectively, as the context may require.

“Financial Officer” of any Person means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“Floor” means a rate of interest equal to 0.00%.

“Franchise Documents” means the Master Franchise Agreements and any other documents pursuant to which any Borrower or any of its Subsidiaries has acquired the right to operate any franchised restaurant in Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curacao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, Venezuela and the U.S. Virgin Islands of St. Thomas and St. Croix, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“GAAP” means the generally accepted accounting principles in the United States of America, as in effect from time to time, consistently applied throughout the periods involved.

“Governmental Authority” means, as applicable, the government of Brazil, Mexico, Costa Rica, Panama, the British Virgin Islands, the Netherlands, Argentina, Chile, Puerto Rico, the United States, any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantor” means each of Arcos Dorados Argentina S.A., the Brazilian Master Franchisee, Arcos Dourados Restaurantes Ltda., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Arcos Dorados Puerto Rico, LLC, Golden Arch Development, LLC and Arcos Dorados Restaurantes de Chile, SpA and each Additional Guarantor.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i)

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to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranty” means the guarantee by the Guarantors pursuant to Article 8.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Obligations” means the obligations of any Person pursuant to (i) any interest rate protection agreement, including, without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements and/or other types of hedging agreements designed to hedge interest rate risk of such Person, (ii) any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party designed to hedge foreign currency risk of such Person, or (iii) any commodity swap agreement, commodity cap agreement, commodity collar agreement, commodity or raw material futures contract or any other agreement as to which such Person is a party designed to manage commodity risk of such Person.

“Illegality Notice” has the meaning specified in Section 2.19.

“Indebtedness” means, for any Person (without duplication):

(a) the principal amount (or, if less, the accreted value) of all obligations of such Person for borrowed money;

(b) the principal amount of obligations of such Person evidenced by bonds, debentures, notes or similar instruments (other than rental obligations under operating leases, whether or not evidenced by notes);

(c) obligations of such Person issued or assumed as the deferred purchase price of Property or services and obligations under any title retention agreement (excluding trade accounts payable in the ordinary course of business);

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(d) reimbursement obligations in respect of letters of credit, banker’s acceptances or similar credit transactions (except to the extent incurred in the ordinary course of business and such obligation is satisfied within twenty (20) Business Days of incurrence);

(e) indebtedness (excluding prepaid interest thereon) secured by any Lien on any Property of such Person, whether or not such liabilities have been assumed by such Person (the amount of such Indebtedness being deemed to be the lesser of the Fair Market Value of such Property and the amount of the indebtedness so secured);

(f) Capital Lease Obligations;

(g) net obligations under Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time);

(h) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any; provided that

(A) if the Disqualified Capital Stock does not have a fixed repurchase price, such maximum fixed repurchase price will be calculated in accordance with the terms of the Disqualified Capital Stock as if the Disqualified Capital Stock were purchased on any date on which Indebtedness will be required to be determined hereunder;

(B) if the maximum fixed repurchase price is based upon, or measured by, the fair market value of the Disqualified Capital Stock, the fair market value will be the Fair Market Value thereof;

(j) the amount of all Permitted Receivables Financings of such Person; and

(k) Contingent Obligations relating to any of the foregoing Indebtedness.

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingency obligations at such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.07.

“Information” has the meaning assigned to such term in Section 10.16

“Interest Payment Date” means:

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(a) for any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date;

(b) for any Term SOFR Loan, the last day of each Interest Period therefor, and, in the case any Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at three month intervals after the first day of such Interest Period, and the Maturity Date; and

“Interest Period” means, with respect to any Borrowing, the period commencing on the date of such Borrowing or on the date of the conversion or continuation of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to availability thereof), as specified by the Borrowers in the applicable Borrowing Notice; provided that:

(i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period;

(iii) no Interest Period shall extend beyond the Maturity Date; and

(iv) no tenor that has been removed from this definition pursuant to Section 2.20(d) shall be available for specification in such Borrowing Notice.

For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan or Borrowing.

“Investment” means, with respect to any Person, any: (1) direct or indirect loan, advance or other extension of credit (including, without limitation, a Contingent Obligation) to any other Person (other than advances or extensions of credit to customers in the ordinary course of business); (2) capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to any other Person; or (3) any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person.

“Itau Letter of Credit Agreement” means the Continuing Standby Letter of Credit Agreement, dated as of June 14, 2024, as amended, between the Dutch Borrower and Itaú Unibanco S.A. Miami Branch, as issuing bank.

“JPM Letter of Credit Agreement” means the Letter of Credit Reimbursement Agreement, dated as of November 3, 2015, as amended, between the Dutch Borrower and JPMorgan Chase Bank N.A., as issuing bank.

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“L/C Documents” means the Letters of Credit, the Letter of Credit Agreements, the L/C Security Documents and each other agreement, instrument or document delivered in connection with the foregoing, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“L/C Security Documents” means the Security Agreement dated as of May 9, 2011 made by the Subsidiaries of the Parent Borrower party thereto and the Pledge Agreement dated as of May 9, 2011 made by the Subsidiaries of the Parent Borrower party thereto, in each case to secure the obligations under the Itau Letter of Credit Agreement; and the Guaranty dated as of November 3, 2015 made by the Subsidiaries of the Parent Borrower party thereto to secure the obligations under the JPM Letter of Credit Agreement.

“Lead Arranger” means JPMorgan Chase Bank, N.A., acting in its capacity as exclusive lead arranger and bookrunner for the credit facility established hereby, directly or indirectly through its Affiliate, J.P. Morgan Securities LLC.

“Lenders” means the Persons listed on Schedule 2.01 hereto and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise.

“Lending Office” means, with respect to any Lender, such office or offices as such Lender may from time to time notify the Borrower and the Administrative Agent and maintaining such Lender’s Loans, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

“Letters of Credit” means (i) the irrevocable standby letter of credit issued on June 25, 2024, for the account of the Parent Borrower and the subsidiary guarantors identified thereto, for the benefit of McDonald’s Latin America, pursuant to the Itau Letter of Credit Agreement, (ii) the irrevocable standby letter of credit issued on November 3, 2015, for the account of the Parent Borrower and the subsidiary guarantors identified thereto, for the benefit of McDonald’s Latin America, pursuant to the JPM Letter of Credit Agreement; and (iii) the irrevocable standby letter of credit issued on October 25, 2024, for the account of the Dutch Borrower and the subsidiary guarantors identified thereto, for the benefit of McDonald’s Latin America, pursuant to the BBVA Letter of Credit Agreement.

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Loan” has the meaning assigned to such term in Section 2.01.

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“Loan Documents” means, collectively, this Agreement, the Fee Letters, each Brazilian Guarantee Agreement, each Subsidiary Joinder Agreement (if any), all documents required to be evidenced or delivered under Section 4.01(j), and any other document entered into in connection herewith after the Closing Date and that is designated by the Borrowers and the Administrative Agent as a “Loan Document”.

“Loan Parties” means the Borrowers and the Guarantors.

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as applicable.

“Master Franchise Agreements” means the Third Amended and Restated Master Franchise Agreement, dated as of April 28, 2025, among McDonald’s Latin America, the Parent Borrower, the Dutch Borrower and the other parties thereto, and the Third Amended and Restated Master Franchise Agreement, dated as of December 30, 2024, among McDonald’s Latin America and Arcos Dourados Comércio de Alimentos S.A., as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Master Franchisee” means the Dutch Borrower, or any successor to its rights and obligations under the Second Amended and Restated Master Franchise Agreement, dated as of December 30, 2024, among McDonald’s Latin America, the Parent Borrower, the Dutch Borrower and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Material Adverse Effect” means a material adverse effect on (a) the business, properties, operations or financial condition of the Borrowers and their respective Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to pay or perform their respective obligations, liabilities and indebtedness under the Loan Documents as such payment or performance becomes due in accordance with the terms thereof, and/or (c) the rights and remedies of the Lender under any Loan Document or the validity, legality, binding effect or enforceability thereof.

“Material Subsidiary” means, at any time, any Guarantor and any other Subsidiary of any Borrower that (a) represents 10% or more of Consolidated EBITDA of such Borrower for the four fiscal quarters most recently ended at the time of determination, or (b) holds assets representing 10% or more of Consolidated Total Assets of such Borrower.

“Maturity Date” means, with respect to any Lender, the later of (a) September 30, 2029 and (b) if the maturity date is extended for such Lender pursuant to Section 2.17, such extended maturity date as determined pursuant to such Section; provided, however, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“McDonald’s” means McDonald’s Corporation and its Subsidiaries.

“McDonald’s Foreign Pledge Agreements” means, collectively, the pledge agreements listed on Schedule 6.01(A) to this Agreement.

“McDonald’s Latin America” means McDonald’s Latin America, LLC, a limited liability company organized under the laws of the State of Delaware.

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“McDonald’s Mortgages” means any mortgages granted in favor of McDonald’s Latin America on Secured Restricted Real Estate, in each case securing obligations owing to McDonald’s Latin America under the Second Amended and Restated Master Franchise Agreement, dated as of December 30, 2024, among McDonald’s Latin America, the Parent Borrower, the Dutch Borrower and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time, in an aggregate amount not to exceed the undrawn portion of the Letter of Credit (as such term is defined in the Master Franchise Agreements) on the date of termination thereof.

“McDonald’s Security Documents” means the McDonald’s U.S. Stock Pledge Agreement, dated as of August 3, 2007, made by the Parent Borrower and the other parties thereto in favor of McDonald’s Latin America, and the McDonald’s Foreign Pledge Agreements and any other agreement, instrument or document under which any Lien is granted to secure obligations under the Franchise Documents, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Mexican Guarantor” means each Guarantor organized under the laws of the United Mexican States.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA in respect of which a Borrower or any ERISA Affiliate has liability, including contingent liability.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders in accordance with the terms of Section 10.03 and (b) has been approved by the Required Lenders.

“Non-extending Lender” has the meaning assigned to such term in Section 2.17(a).

“Non-Guarantor Subsidiary” means, as of any time of determination, each Subsidiary of any of the Borrowers that is not a Guarantor at such time.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Loan Parties arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Borrower, any Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or any other similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14).

“Parent Borrower” has the meaning specified in the introductory paragraph hereof.

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“Participant” has the meaning assigned to such term in Section 10.05(c).

“Participant Register” has the meaning assigned to such term in Section 10.05(c).

“Patriot Act” has the meaning assigned to such term in Section 10.14.

“Payment” has the meaning assigned to it in Section 9.11(a).

“Payment Notice” has the meaning assigned to it in Section 9.11(b).

“Permitted Holders” means (a) Woods W. Staton and any Permitted Holders’ Related Party of Mr. Staton and (b) any Person both the Capital Stock and the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned directly or indirectly 51% or more by Persons specified in clause (a).

“Permitted Holders’ Related Party” means, with respect to any Person, (1) any Subsidiary, spouse, descendant or other immediate family member (which includes any child, stepchild, parent, stepparent, sibling, mother- in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) (in the case of an individual), of such Person, (2) any estate, trust, corporation, partnership or other entity, the beneficiaries and stockholders, partners or owners of which consist solely of one or more Permitted Holders referred to in clause (1) of the definition thereof and /or such other Persons referred to in the immediately preceding clause (1), or (3) any executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (2), acting solely in such capacity.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of any Borrower or any of its Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors of such Borrower or such Subsidiary has concluded are customary and market terms fair to such Person.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Person” means an individual, partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Borrower or any ERISA Affiliate has liability, including contingent liability.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per

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annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent (acting at the direction of the Required Lenders)) or any similar release by the Board (as determined by the Administrative Agent (acting at the direction of the Required Lenders)). Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.

“Process Agent” has the meaning assigned to such term in Section 10.12.

“Property” shall mean any right or interest in or to property, assets, rights or revenues of any kind whatsoever, whether real, personal or mixed, whether existing or future and whether tangible or intangible, including intellectual property.

“Register” has the meaning assigned to such term in Section 10.05(b).

“Regulation U” means Regulation U (12 C.F.R. Part 221) of the Board, as the same may be modified and supplemented and in effect from time to time.

“Regulation X” means Regulation X (12 C.F.R. Part 224) of the Board, as the same may be modified and supplemented and in effect from time to time.

“Related Party” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Relevant Governmental Body” means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

“Replacement Lender” has the meaning assigned to such term in Section 2.17(d).

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Response Date” has the meaning assigned to such term in Section 2.17(a).

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, any individuals or entities that are (a) listed in any Sanctions-related list of designated individuals or entities maintained by any Sanctions Authority, (b) operating, organized or resident in a Sanctioned Country, (c) the Government of Venezuela, or (d) owned or controlled by one or more of any such individuals or entities as described in the foregoing clauses (a), (b) and (c), or (e) otherwise the subject of any Sanctions.

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“Sanctions” means all economic or financial sanctions, trade embargoes or similar restrictive measures imposed, administered or enforced from time to time by the U.S. government, or the United Nations Security Council, the European Union, any European Union member state, or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority (collectively, “Sanctions Authorities”).

“Secured Restricted Real Estate” means the real estate listed on Schedule 6.01(B) to this Agreement.

“Securitization Subsidiary” means (a) a Subsidiary that is designated a “Securitization Subsidiary” by the Board of Directors of any Borrower, (b) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto, (c) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which is guaranteed by any Borrower or any Material Subsidiary, is recourse to or obligates any Borrower or any Material Subsidiary of any Borrower in any way, subjects any property or asset of any Borrower or any Material Subsidiary of any Borrower, directly or indirectly, contingently or otherwise, to the satisfaction thereof and (d) with respect to which neither any Borrower nor any Material Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results other than, in respect of clauses (c) and (d), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” has the meaning assigned to such term in Section 2.06(a).

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are, at the time owned, or the management of which is otherwise controlled by, such Person or by one or more Subsidiaries of such Person. Unless

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otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of each Borrower, as applicable.

“Subsidiary Joinder Agreement” means each agreement executed by an Additional Guarantor in the form of Exhibit D.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions to tax) with respect to the foregoing.

“Term SOFR” means,

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day;

provided further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the

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Administrative Agent (acting at the direction of the Required Lenders in their reasonable discretion)).

“Term SOFR Loan” has the meaning assigned to such term in Section 2.06(a).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Territory” means, with respect to any Guarantor and any Subsidiary of any Guarantor, the country in which such Guarantor or such Subsidiary is organized and has its primary operations.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and the aggregate principal amount of the outstanding Loans of such Lender at such time.

“Type” means, with respect to any Loan, whether such Loan is a Term SOFR Loan or a Daily Simple SOFR Loan.

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” or “U.S.” means the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Utilization Fee” has the meaning assigned to such term in Section 2.07(b).

“Venezuelan Subsidiary” means any direct or indirect Subsidiary of the Parent Borrower that generates more than 50% of its revenues or holds more than 50% of its total assets in Venezuela.

“Voting Stock” means Capital Stock in any Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or individuals performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02. Rules of Construction.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and Properties, including cash, securities, accounts and contract rights.

(b) In this Agreement and each other Loan Document, unless the context clearly requires otherwise (or such other Loan Document clearly provides otherwise), (i) “amend” shall mean “amend, restate, amend and restate, supplement or modify;” and “amended,” “amending” and “amendment” shall have meanings correlative to the foregoing; (ii) in the computation of periods of time from a specified date to a later specified date, “from” shall mean “from and including,” “to” and “until” shall mean “to but excluding,” and “through” shall mean “to and including;” (iii) “hereof,” “herein” and “hereunder” (and similar terms) in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document; and (iv) references to “the date hereof” shall mean the date first set forth above.

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(c) In this Agreement unless the context clearly requires otherwise, any reference to (i) an Exhibit or Schedule is to an Exhibit or Schedule, as the case may be, attached to this Agreement and constituting a part hereof, and (ii) a Section or other subsection is to a Section or such other subsection of this Agreement.

(d) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP; provided that, if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(e) For purposes of Section 5.05(a) and Section 6.06, the definitions of Consolidated Net Indebtedness, Consolidated EBITDA and Consolidated Net Indebtedness to EBITDA Ratio will be calculated after giving effect on a pro forma basis in good faith for the period of such calculation for the following:

(i) the incurrence, repayment or redemption of any Indebtedness (including acquired Indebtedness) of such Person or any of its Subsidiaries, and the application of the proceeds thereof, including the incurrence of any Indebtedness (including acquired Indebtedness), and the application of the proceeds thereof, giving rise to the need to make such determination, occurring during such four-quarter period or at any time subsequent to the last day of such four-quarter period and prior to or on such date of determination, to the extent, in the case of an incurrence, such Indebtedness is outstanding on the date of determination, as if such incurrence, and the application of the proceeds thereof, repayment or redemption occurred on the first day of such four-quarter period; and

(ii) any asset sale transaction or asset acquisition by such Person or any of its Subsidiaries, including any asset sale or asset acquisition giving rise to the need to make such determination, occurring during the four-quarter period or at any time subsequent to the last day of the four-quarter period and prior to or on such date of determination, as if such asset sale transaction or asset acquisition occurred on the first day of the four-quarter period.

For purposes of making such pro forma computation, the amount of Indebtedness under any revolving credit facility will be computed based on:

(A) the average daily balance of such Indebtedness during such four-quarter period; or

(B) if such facility was created after the end of such four-quarter period, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation,

in each case giving pro forma effect to any borrowings related to any transaction referred to in clause (ii) of this Section 1.02(e).

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Section 1.03. Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.04. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.

Section 1.05. Dutch Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to a Dutch person or entity, a reference to:

(a) “The Netherlands” means the European part of the Kingdom of the Netherlands and “Dutch” means in or of the Netherlands;

(b) a “works council” means each works council (ondernemingsraad) or central or group works council (centrale of groeps ondernemingsraad) having jurisdiction over such Person;

(c) a “necessary action” includes any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden), followed by a positive or neutral advice (advies) from the works council of that person which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Loan Document;

(d) “constitutional documents” means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

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(e) an “administrator” includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(f) a “receiver” does not include a curator or bewindvoerder;

(g) an “attachment” includes a beslag;

(h) a “moratorium” includes surseance van betaling and granted a moratorium includes surseance verleend;

(i) “insolvency” includes a bankruptcy and moratorium;

(j) a “liquidator” includes a curator or a beoogd curator;

(k) an “administration” or “dissolution” includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(l) “reorganization” includes statutory proceedings for the restructuring of debt (akkoordprocedure) under the Dutch Bankruptcy Act (Faillissementswet);

(m) any “procedure” taken in connection with Debtor Relief Laws or (other) insolvency proceedings includes a Dutch entity having filed notice under section 36 of The Netherlands Tax Collection Act 1990 (Invorderingswet 1990) or section 60 of the Social Insurance Financing Act of The Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990); and

(n) a “security” or “security interest” includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijk zekerheidsrecht) governed by Dutch law.

ARTICLE 2 Loans

Section 2.01. Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each such loan, a “Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, subject to Section 2.02, in an aggregate amount that will not result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.05) in such Lender’s Total Credit Exposure exceeding such Lender’s Commitment. Within the limits of the Commitments, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, repay and reborrow under this Section 2.01. Loans may be Term SOFR Loans or Daily Simple SOFR Loans, as further provided herein.

Section 2.02. Borrowings, Conversions and Continuations of Loans.

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Notice. Each Borrowing of, conversion to or continuation of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.

(b) Each Borrowing Notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time:

(i) in the case of a Term SOFR Loan, two (2) U.S. Government Securities Business Days prior to the requested date of any Borrowing or any continuation (which continuation may provide for the same or a different tenor from the then current Interest Period); and

(ii) in the case of a Daily Simple SOFR Loan, one (1) U.S. Government Securities Business Day prior to the requested date of any Borrowing or conversion to Daily Simple SOFR Loans.

(c) If the applicable Borrower requests a Term SOFR Loan pursuant to Section 2.02(b)(i) but does not specify an Interest Period, then such Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) If the applicable Borrower fails to deliver a timely Borrowing Notice pursuant to Section 2.02(b)(i) above with respect to any continuation of any Term SOFR Loan prior to the end of the Interest Period applicable thereto, then the applicable Borrower shall be deemed to have selected an Interest Period of the same duration as the then current Interest Period for the next Interest Period.

(e) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing and if no timely notice of a continuation of any Term SOFR Loan is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any continuation of any Term SOFR Loan described in Section 2.02(c).

(f) Upon satisfaction of the applicable conditions set forth in Section 4.02, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds, by 12:00 p.m., New York City time, to the Administrative Agent’s office. The Administrative Agent will make such Loans available to the applicable Borrower by transferring the funds so received by the Administrative Agent to an account of the applicable Borrower designated by such Borrower in the corresponding Borrowing Notice.

Section 2.03. Termination and Reduction of Commitments.

(a) Unless previously terminated, the Commitments shall automatically terminate at 5:00 p.m. (New York City time) on the Commitment Termination Date.

(b) The Borrowers may from time to time terminate the unused portion of the Commitments or from time to time reduce the unused Commitments, provided that each reduction of the Commitments shall be in an amount that is an integral multiple of U.S.$1,000,000 and not less than $100,000. The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this Section 2.03(b) at least two (2) Business Days prior to the effective date of such

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termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Section 2.04. Repayment of the Loans.

(a) Each Borrower hereby unconditionally, jointly and severally, promises to pay to the to the Administrative Agent for the account of each Lender on the Maturity Date the then aggregate principal amount of all Loans outstanding on such date.

(b) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal and interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(c) The entries made in the accounts maintained pursuant to paragraph (b) of this Section 2.04 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

Section 2.05. Optional Prepayment; Mandatory Prepayment.

(a) The Borrowers shall have the right to prepay, without premium or penalty, all or any portion of the Loans by giving the Administrative Agent irrevocable notice by 11:00 a.m. New York City time, in the case of (i) a Term SOFR Loan, at least two (2) U.S. Government Securities Business Days prior to, and (ii) a Daily Simple SOFR Loan, at least two (2) U.S. Government Securities Business Days prior to, the prepayment of such Loan.

(b) If on any Business Day for any reason the total outstanding principal amount of the Loans at any time exceeds the Aggregate Commitment Amount then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

(c) Each payment pursuant to this Section 2.05 shall be accompanied by accrued interest to such date on the amount prepaid and any additional amounts required to be paid pursuant to Section 2.15.

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Section 2.06. Interest Rates and Interest Payment Dates.

(a) Except as otherwise provided in clause (b) below or Sections 2.09 and 2.19, each Loan shall bear interest, as selected by the Borrowers at the time of the Borrowing Notice, at (i) the Term SOFR plus the Applicable Margin (such loan, a “Term SOFR Loan”) or (ii) the Daily Simple SOFR plus the Applicable Margin (such loan, a “Daily Simple SOFR Loan,” together with Term SOFR Loans, collectively, “SOFR Loans”). Term SOFR Loans shall be available for Interest Periods of one (1), three (3), or six (6) months; provided that no Interest Period may extend beyond the Maturity Date, the date on which all Loans shall finally mature. Interest shall be payable on the relevant Interest Payment Date.

(b) During the continuance of any Event of Default, (i) all principal of any Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the rate that is 2.00% in excess of the interest rate then applicable to the Loan and (ii) to the extent permitted by Applicable Law, any overdue interest or other amounts owing hereunder shall bear interest, payable on demand, for each day until paid at a rate per annum equal to 2.00% plus the ABR. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest shall be calculated on the basis of a year of 365 days (or 366 days in the case of a leap year) (in the case of Base Rate Loans when based upon the Prime Rate) and 360 days in all other cases and, in each case for the actual days elapsed (including the first day but excluding the last day).

(d) Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. The Administrative Agent shall, at the request of the Borrowers or the Lenders, deliver to the Borrowers a statement showing the quotations used by the Administrative Agent in determining the Term SOFR or the ABR, as applicable.

(e) In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrowers and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.07. Fees.

(a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage on the last day of each March, June, September and December, commencing with September, 2025, and on the last day of the Availability Period, a commitment fee (the “Commitment Fee”), at a rate of 25.00% of the Applicable Margin per annum on the average daily amount of the unutilized portion of the Commitments during the fiscal quarter of the Parent Borrower ended on such day. The phrase “unutilized portion of the Commitments” as used in the preceding sentence means, as of any day, the positive difference between (a) the

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aggregate amount of the Commitments, and (b) the outstanding principal amount of the Loans. The Commitment Fee due to the Lenders shall commence to accrue on the Closing Date, shall be payable in arrears and shall cease to accrue on the date on which the Commitments shall be terminated or terminates as provided herein.

(b) The Borrowers agree to pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a utilization fee (the “Utilization Fee”) on the aggregate outstanding principal amount of all Loans of such Lender, for each day that the aggregate outstanding principal amount of the Loans is equal to or exceeds the “utilization rate” determined by reference to the Aggregate Commitment Amount on such day as set forth below, at a rate per annum equal to the applicable percentages per annum determined by reference to the “utilization rate” on such day as set forth below. The Utilization Fee due to the Lenders shall commence to accrue on the Closing Date and shall be payable in arrears on each applicable Interest Payment Date and on the same basis as such interest.

Utilization Rate	Utilization Fee
equal to or less than 33%	0.00%
greater than 33%, and equal to or less than 66%	0.15%
greater than 66%	0.30%

(c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.

(d) The fees payable under this Section 2.07 shall be computed on the basis of the actual number of days elapsed in a year of 360 days. All fees payable hereunder shall be paid on the dates due, in Dollars in immediately available funds, to the Administrative Agent for distribution, in the case of Commitment Fees and Utilization Fees, to the Lenders. Fees paid shall not be refundable under any circumstances. Each determination by the Administrative Agent of a fee hereunder shall be conclusive absent manifest error.

Section 2.08. Selection of Lending Office. Subject to Section 2.14(a), each Lender may make any Loan to the Borrowers through any Lending Office, provided that the exercise of this option shall not affect the obligations of the Borrowers to repay the Loans in accordance with the terms of this Agreement or otherwise alter the rights of the parties hereto.

Section 2.09. Inability to Determine Rates. Subject to Section 2.20, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, or

(b) the Required Lenders determine that for any reason in connection with (i) any request for a SOFR Loan, or (ii) a conversion thereto or a continuation thereof, that Term SOFR or Daily Simple SOFR, as applicable, for any requested Interest

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Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

then, in each case, the Administrative Agent will promptly so notify the Borrowers and each Lender.

Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make the affected SOFR Loans, and any right of the Borrowers to continue the affected SOFR Loans or to convert Base Rate Loans to the affected SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), acting at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of the affected SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein; (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not also the subject of Section 2.09(a) or (b) above) or (y) Base Rate Loans (if the Daily Simple SOFR also is the subject of Section 2.09(a) or (b) above); and (iii) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13. Subject to Section 2.20, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” or “Daily Simple SOFR”, as applicable, cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR” until the Administrative Agent revokes such determination.

Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Setoffs(a).

(a) Except as otherwise expressly provided herein, all payments or prepayment by the Borrowers required to be made hereunder shall be made no later than 2:00 p.m., New York City time, on the date specified herein or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date shall be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment to be made by the Borrowers hereunder shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, except that if such payment is due on the Maturity Date and such date is not a Business Day, payment shall be made on the next preceding Business Day, and such extension or reduction of time shall be reflected on computing interest or fees, as the case may be. All payments hereunder shall be made in Dollars.

(b) At any time that payments are not required to be applied in the manner required by Section 7.02, if at any time insufficient funds are received by and

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available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the Lenders entitled thereto in accordance with the amounts of principal then due to such Lenders.

(c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

Section 2.11. Borrowers.

(a) Each of the Borrowers shall be deemed to have accepted joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for the Obligations. Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally shall be deemed to have accepted, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower, with respect to the payment and performance of all of the Obligations. The provisions of this Section 2.11 are made for the benefit of the Administrative Agent, the Lenders and their successors and assigns, and may be enforced by them from time to time against any or all of the Borrowers as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, the Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any other Borrower or to exhaust any remedies available to it or them against any other Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.11 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied.

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(b) The Dutch Borrower hereby irrevocably appoints and authorizes the Parent Borrower to (i) making any requests required or permitted under this Agreement or any other Loan Document, (i) to provide to the Administrative Agent and the Lenders and receive from the Administrative Agent and the Lenders all notices with respect to Loans obtained for the benefit of any Borrower and all other notices, documents, reports, instructions and written materials under this Agreement and (ii) to take such action as the Parent Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement (iv) all other purposes incidental to any of the foregoing. The Parent Borrower agrees to copy the Dutch Borrower on any such documents or communications referred to in clause (i) above. The Dutch Borrower agrees that any action taken by the Parent Borrower as the agent, attorney-in-fact and representative of the Borrowers shall be binding upon the Dutch Borrower to the same extent as if directly taken by each one of them.

(c) It is understood that the handling of the accounts and other records of the Lenders and the Administrative Agent reflecting the outstanding amount of the Loans and other Obligations in a combined fashion is done solely in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at the Borrowers’ request, and that neither the Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof.

Section 2.12. Taxes.

(a) Any and all payments by or on account of any obligation of any Borrower or any Guarantor hereunder or under any other Loan Document shall, to the extent permitted by Applicable Law, be made free and clear of and without deduction or withholding for any Taxes. If, however, Applicable Law requires any Borrower or any Guarantor to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Applicable Law as determined by such Borrower or such Guarantor.

(b) If any Borrower or any Guarantor shall be required by Applicable Law to withhold or deduct any Taxes from any payment, then (i) such Borrower or such Guarantor shall withhold or make such deductions as are determined by such Borrower or such Guarantor to be required, (ii) such Borrower or such Guarantor shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Borrower or such Guarantor shall be increased by such additional amounts as necessary so that after any such required withholding or the making of all such required deductions (including withholding or deductions applicable to additional sums payable under this Section 2.12) the Administrative Agent and each Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c) Without limiting the provisions of clause (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

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(d) Without limiting the provisions of clause (a), (b) or (c) above, the Borrowers shall, and do hereby indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof, within ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributed to amounts payable under this Section 2.12) withheld or deducted by any Borrower or any Guarantor or paid by the Administrative Agent and each Lender, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrowers by the Administrative Agent and each Lender shall be conclusive absent manifest error.

(e) Within thirty (30) calendar days, upon request by the Administrative Agent, after any payment of Taxes by any Borrower to a Governmental Authority as provided in this Section 2.12, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or any other evidence available that is reasonably satisfactory to the Administrative Agent.

(f) If any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent, shall deliver such other documentation or information reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding Taxes (including backup withholding or the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021)) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(g) If any Lender or the Administrative Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.12 (including the payment of additional amounts pursuant to this Section 2.12), it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.12 with respect to the Taxes giving rise to such refund), net of all out- of-pocket expenses (including Taxes) of such Lender and without interest (other than any interest paid by the relevant taxation authority with respect to such refund). Upon the request of any Lender or the Administrative Agent, the Borrowers shall repay to such Lender the amount paid over pursuant to this Section 2.12(g) (plus any penalties, interest

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or other charges imposed by the relevant taxation authority) in the event that such Lender or the Administrative Agent is required to repay such refund to such taxation authority. Notwithstanding anything to the contrary in this Section 2.12(g), in no event will any Lender or the Administrative Agent be required to pay any amount to the Borrowers pursuant to this Section 2.12(g) the payment of which would place such Lender or the Administrative Agent in a less favorable net after-Tax position than such Lender or the Administrative Agent would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any Lender or the Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrowers.

Section 2.13. Increased Costs.

(a) In the event that any Change in Law or compliance by the Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority occurring after the date hereof:

(i) does or shall impose, modify or hold applicable any reserve, special deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, any office of any Lender which are not otherwise included in the determination of any applicable interest rate hereunder; or

(ii) does or shall impose on any Lender any other condition affecting this Agreement or the Loans;

and the result of any of the foregoing is to increase the cost to such Lender or its Lending Office or the Administrative Agent of making, continuing, converting or maintaining advances or extensions of credit or to reduce any amount received or receivable hereunder by such Lender or the Administrative Agent, as the case may be, whether of principal, interest or otherwise (other than an increase in cost or reduction in amount attributable to Taxes, as to which Section 2.12 shall govern), in each case, in respect of the Loans, then, in any such case, the Borrowers shall pay the such Lender or the Administrative Agent, as the case may be, within 30 days from demand, such additional amount or amounts as will compensate such Person for such additional cost incurred or reduction suffered.

(b) If any Lender reasonably determines in good faith that any Change in Law regarding capital liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments or the Loans to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies and the policies of the Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth in reasonable detail the basis for the calculation of the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section

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2.13 and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, however, that the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.13 for any increased costs or reductions incurred more than 180 days before it notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of its intention to claim compensation therefore. However, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above will be extended to include the period of retroactive effect thereof.

Section 2.14. Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.13, or requires any Loan Party to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12, then such Lender shall (at the request of such Loan Party) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.13, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.13, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.12 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with clause (a) of this Section, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.05), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12, Section 2.13 or Section 2.15) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.05;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.15) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

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(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.12, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with Applicable Law; and

(v) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

Section 2.15. Breakage Costs. The Borrowers agree to reimburse each Lender for any Breakage Costs. The Borrowers shall pay each Lender the amount shown as due on any certificate delivered by such Lender to the Borrowers setting forth in reasonable detail Breakage Costs incurred within 30 days after receipt thereof.

Section 2.16. Survival. The provisions of Sections 2.11, 2.12, 2.13 2.15, 2.19, 10.06, 10.07, and Article IX shall survive termination of the Commitments and the repayment of all Obligations hereunder and the termination of this Agreement.

Section 2.17. Extension of Maturity Date.

(a) The Borrowers may, by delivering an Extension Request to the Administrative Agent (who shall promptly deliver a copy to each of the Lenders), not less than sixty (60) days in advance of the Maturity Date in effect at such time (the “Existing Maturity Date”), request that the Lenders extend the Existing Maturity Date to the first anniversary of such Existing Maturity Date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given not later than the date that is the twentieth (20th) day after the date of the Extension Request, or if such date is not a Business Day, the immediately following Business Day (the “Response Date”), advise the Administrative Agent in writing whether or not such Lender agrees to the requested extension. Each Lender that advises the Administrative Agent that it will not extend the Existing Maturity Date is referred to herein as a “Non-extending Lender”; provided that any Lender that does not advise the Administrative Agent of its consent to such requested extension by the Response Date and any Lender that is a Defaulting Lender on the Response Date shall be deemed to be a Non-extending Lender. The Administrative Agent shall notify the Borrowers, in writing, of the Lenders’ elections promptly following the Response Date. The election of any Lender to agree to such an extension shall not obligate any other Lender to so agree. The Maturity Date may only be extended on one occasion pursuant to this Section 2.17.

(b) If, by the Response Date, Lenders holding Commitments that aggregate 50% or more of the total Commitments shall constitute Non-extending Lenders, then the Existing Maturity Date shall not be extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable, and the Commitments shall terminate, on the Existing Maturity Date in effect prior to such extension.

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(c) If (and only if), by the Response Date, Lenders holding Commitments that aggregate more than 50% of the total Commitments shall have agreed to extend the Existing Maturity Date (each such consenting Lender, an “Extending Lender”), then effective on and as of the Existing Maturity Date, the Maturity Date for such Extending Lenders shall be extended to the first anniversary of the Existing Maturity Date (subject to satisfaction of the conditions set forth in Section 2.17(e)). In the event of such extension, the Commitment of each Non-extending Lender shall terminate on the Existing Maturity Date in effect for such Non-extending Lender prior to such extension and the outstanding principal balance of all Loans and other amounts payable hereunder to such Non-extending Lender shall become due and payable on such Existing Maturity Date and, subject to Section 2.17(d) below, the total Commitments hereunder shall be reduced by the Commitments of the Non-extending Lenders so terminated on such Existing Maturity Date.

(d) In the event of any extension of the Existing Maturity Date pursuant to Section 2.17(c), the Borrowers shall have the right on or before the Existing Maturity Date, at their own expense, to require any Non-extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.05) all its interests, rights (other than its rights to payments pursuant to Section 2.12, Section 2.13, Section 2.15, Section 10.06 or Section 10.07 arising prior to the effectiveness of such assignment) and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-extending Lender by the Borrowers, which may include any existing Lender (each a “Replacement Lender”); provided that (i) such Replacement Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (such approval to not be unreasonably withheld) to the extent the consent of the Administrative Agent would be required to effect an assignment under Section 10.05(b), (ii) such assignment shall become effective as of a date specified by the Borrowers (which shall not be later than the Existing Maturity Date in effect for such Non-extending Lender prior to the effective date of the requested extension) and (iii) the Replacement Lender shall pay to such Non-extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the outstanding principal amount Loans made by it hereunder and all other amounts accrued and unpaid for its account or otherwise owed to it hereunder on such date.

(e) As a condition precedent to each such extension of the Existing Maturity Date pursuant to Section 2.17(c), the Borrowers shall (i) deliver to the Administrative Agent a certificate of by each Borrower dated as of the Existing Maturity Date signed by a duly authorized officer of such Borrower certifying that, as of such date, both before and immediately after giving effect to such extension, (A) the representations and warranties of the Borrowers set forth in this Agreement and the other Loan Documents shall be true and correct and (B) no Default shall have occurred and be continuing, (ii) pay to each Extending Lender, an extension fee equal to 0.25% of (A) the outstanding Loans and (B) the unutilized portion of the Commitments so extended; and (iii) evidence that the appointment of the Process Agent for the Loan Parties to act as their agent for service of process for purposes of Section 10.12 hereunder has been extended to at least six months following the new Maturity Date (as extended pursuant to this Section 2.17).

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(f) For the avoidance of doubt, (i) no consent of any Lender (other than the existing Lenders participating in the extension of the Existing Maturity Date) shall be required for any extension of the Maturity Date pursuant to this Section 2.17 and (ii) the operation of this Section 2.17 in accordance with its terms is not an amendment subject to Section 10.03.

Section 2.18. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) (i) The Commitment Fee shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.07(a); and (ii) the Utilization Fee shall cease to accrue on outstanding principal amount of all Loans of such Defaulting Lender pursuant to Section 2.07(b).

(b) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 2.17 shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (ii) second, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; (iii) third, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; (iv) fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(c) The Commitment and Total Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.03); provided that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby.

Section 2.19. Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Term SOFR or Daily Simple SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Term SOFR or

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Daily Simple SOFR, then, upon notice thereof by such Lender to the Borrowers (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Lenders to make the affected SOFR Loans, and any right of the Borrowers to continue such SOFR Loans or to convert Base Rate Loans to such SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent (acting at the direction of the Required Lenders) without reference to clause (c) of the definition of “ABR”, in each case until (x) each affected Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist with respect to the relevant Benchmark and (y) the Borrowers deliver a new Borrowing Notice in accordance with the terms of Section 2.02. Upon receipt of an Illegality Notice, the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, (i) (A) convert all Term SOFR Loans to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not subject to the Illegality Notice) or (y) Base Rate Loans (if the Daily Simple SOFR is also subject to the Illegality Notice) (in which case, the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent (acting at the direction of the Required Lenders) without reference to clause (c) of the definition of “ABR”), or (B) convert all Daily Simple SOFR Loans to Base Rate Loans (in which case, the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”); in each case of (A) and (B) this clause (i), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain the affected SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13.

Section 2.20. Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is based upon Daily Simple SOFR, all interest payments will be payable on a monthly basis.

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(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrowers and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.20(d) and (v) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.20, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.20.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent (acting at the direction of the Required Lenders) may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent (acting at the direction of the Required Lenders) may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrowers may revoke any pending request for a Borrowing of SOFR Loans, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any applicable Benchmark Unavailability Period and, failing that, the Borrowers will be

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deemed to have converted any such request into a request for a Borrowing of or conversion to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not also affected by the Benchmark Unavailability Period) or (y) Base Rate Loans (if the Daily Simple SOFR also is affected by the Benchmark Unavailability Period); (ii) the Borrowers may revoke any pending request for a Borrowing of Daily Simple SOFR Loans, conversion to or continuation of Daily Simple SOFR Loans to be made, converted or continued during any applicable Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans; (iii) any outstanding affected Term SOFR Loans will be deemed to have been converted to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not also affected by the Benchmark Unavailability Period) or (y) Base Rate Loans (if the Daily Simple SOFR also is affected by the Benchmark Unavailability Period) at the end of the applicable Interest Period; and (iv) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

ARTICLE 3 Representations and Warranties

Each Borrower and each Guarantor (on behalf of itself) hereby represent and warrant to the Administrative Agent and the Lenders as of the Closing Date and on each Borrowing Date, that:

Section 3.01. Financial Condition; No Material Adverse Effect.

(a) The audited Consolidated balance sheets of the Parent Borrower and its Subsidiaries as at December 31, 2024, including the related schedules and notes thereto, and the unaudited Consolidated balance sheets of the Parent Borrower and its Subsidiaries as at June 30, 2025, including the related schedules and notes thereto, in each case, present fairly the financial condition of the Parent Borrower and its Subsidiaries as of the end of such fiscal year and fiscal quarter, respectively, and results of their operations and the changes in their undistributed net assets for the fiscal year and fiscal quarter, respectively, then ended.

(b) Since December 31, 2024, there has been no event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.02. Existence and Qualification; Power; Material Subsidiaries.

(a) Each of the Loan Parties and each Material Subsidiary (a) is duly organized or formed, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, to the extent applicable, in good standing under the laws of each jurisdiction where its ownership, lease or operation of properties or the

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conduct of its business requires such qualification or license; except in each case referred to in clause (a) (but only with respect to any Material Subsidiary that is not a Guarantor), (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b) As of the Closing Date (determined based on the financial condition and results of operations as of and for the period of four (4) fiscal quarters ended on June 30, 2025), the Material Subsidiaries are as set forth on Schedule 3.02.

Section 3.03. Authorization; Enforceable Obligations; No Contravention. The execution, delivery and performance of this Agreement and the other Loan Documents by the Loan Parties have been duly authorized by all necessary action, and this Agreement is and the other Loan Documents, when executed, will be legal, valid and binding obligations of the Loan Parties party thereto, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws. The execution, delivery and performance of this Agreement and the other Loan Documents (i) are not in contravention of Applicable Law or of the terms of any Loan Party’s organizational documents, and (ii) will not result in the breach of or constitute a default under, or result in the creation of a Lien or require a payment to be made under any indenture, agreement or undertaking to which any Borrower or any Guarantor is a party or by which it or its property may be bound or affected, except in the case referred to in this clause (ii), to the extent that such breach, default, Lien or payment would not reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

Section 3.04. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, including the Brazilian Central Bank (Banco Central do Brasil), or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower or any Guarantor of this Agreement or any other Loan Document, which has not been duly obtained, except for (i) with respect to the execution, delivery or performance by, or enforcement against, the Brazilian Guarantor of this Agreement, the notarization and consularization or apostille of this Agreement, the translation into Portuguese and filing of this Agreement as required by Section 5.08(a), and (ii) with respect to the execution, delivery or performance by, or enforcement against, the Brazilian Guarantor of the Brazilian Guarantee Agreement, the filing of the Brazilian Guarantee Agreement as required by Section 5.08(b).

Section 3.05. No Material Litigation. Except as described in Item 8(A) of the Parent Borrower’s Form 20-F for its fiscal year ended December 31, 2024, there is no action, suit, investigation or proceeding at law or in equity or by or before any governmental instrumentality or agency or arbitral body pending, or, to the knowledge of any Borrower or any Guarantor, threatened by or against any Borrower or any of the Material Subsidiaries or affecting any Borrower or any of the Material Subsidiaries or any Properties or rights of any Borrower or any of the Material Subsidiaries, which, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 3.06. Taxes. Each of the Loan Parties and each of the Material Subsidiaries has filed or caused to be filed all federal and state and local tax returns which are required to be filed by it, except where the failure to file such tax returns would not reasonably be expected to result in a Material Adverse Effect, and, except for (i) taxes and assessments being contested in good

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faith by appropriate proceedings diligently conducted and against which adequate reserves have been established in accordance with GAAP or (ii) taxes the payment of which would not reasonably be expected to result in a Material Adverse Effect, have paid or caused to be paid all taxes as shown on said returns or on any assessment received by it, to the extent that such taxes have become due.

Section 3.07. Compliance with Laws. Each of the Loan Parties and each of the Material Subsidiaries are in compliance in all material respects with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except (i) in such instances in which such requirement of law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) where the failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect.

Section 3.08. Properties; Intellectual Property; Licenses, Etc.

(a) Each of the Loan Parties and each of the Material Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Loan Parties and each of the Material Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of its respective businesses, without conflict in any material respects with the rights of any other Person. To the best knowledge of the Borrowers and each Guarantor, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Borrower or any of the Material Subsidiaries infringes upon any rights held by any other Person, except for any such infringement which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Borrower or any Guarantor, threatened, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 3.09. Ranking. The payment obligations in respect of the Loans will constitute unsecured, direct and unconditional obligations of the Borrowers and the Guarantors, and shall rank at least pari passu with all other existing and future unsecured, unsubordinated indebtedness of the Borrowers and the Guarantors, as applicable, except for any obligations that have priority under applicable laws.

Section 3.10. Full Disclosure. The reports, financial statements, certificates and other information furnished by or on behalf of the Loan Parties to the Lenders in connection with the negotiation of this Agreement or delivered hereunder, taken as a whole, do not contain any untrue statement of a material fact or omits a material fact necessary to make the statement made not misleading; provided that, with respect to projected financial information, the Borrowers and each

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Guarantor represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 3.11. Form of Documents. Each of the Loan Documents to which any Loan Party is a party is in proper legal form under the laws of the jurisdiction in which such Loan Party is organized for the enforcement thereof against such Loan Party under such laws; provided that, in the event of enforcement of any of the Loan Documents, including this Agreement, against or any Guarantor, a translation of that document into the official language of the court presiding over such proceedings, prepared by a court-approved translator or other official translator shall be required, in respect of which such Guarantor would have the opportunity to review and comment, and proceedings would thereafter be based upon the agreed upon translation.

Section 3.12. Environmental Matters. Except for matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect: (a) the properties presently owned, leased or operated by the Loan Parties and their Subsidiaries are in compliance with all Environmental Laws; (b) none of the Loan Parties nor any of their Subsidiaries has received any written complaint or notice of violation or liability under Environmental Laws with regard to any Loan Party or any Subsidiary thereof; (c) there are no administrative actions or judicial proceedings pending under any Environmental Law against any Loan Party or any Subsidiary thereof, and (d) none of the Loan Parties nor any of their Subsidiaries is subject to any Environmental Liability applicable to it.

Section 3.13. Use of Proceeds. The Borrowers will use the proceeds of the Loans for lawful general corporate purposes of the Borrowers and their respective Subsidiaries in the ordinary course of business. No proceeds of the Loans will be used for any purpose which violates or is inconsistent with the provisions of Regulation U or Regulation X.

Section 3.14. Investment Company Act. No Loan Party is required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.

Section 3.15. Anti-Corruption Law, Anti-Money Laundering Law and Sanctions.

(a) Each Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, and none of (i) each Borrower, any Subsidiary thereof or, any of their respective directors, officers or employees, or (ii) to the knowledge of each Borrower, any agent of any Borrower or any Subsidiary of such Borrower that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.

(b) The Borrowers and their respective Subsidiaries (i) are in compliance in all material respects with applicable Anti-Money Laundering Laws, (ii) are in compliance with Anti-Corruption Laws and Sanctions, and (iii) have not, during the past five (5) years, been the subject of any claim, proceeding, suit, enforcement action or, to the knowledge of each Borrower, investigation by any Governmental Authority with respect to any actual, alleged or suspected violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions.

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(c) The foregoing representations in this Section 3.15 are not being made by or with respect to any Borrower or Subsidiary thereof, as applicable, to which the Blocking Regulation applies, if and to the extent that such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a violation by such party of, (i) any provision of the Blocking Regulation (or any law or regulation implementing the Blocking Regulation in any member state of the European Union) or (ii) the Protection of Trading Interests legislation of the United Kingdom.

Section 3.16. Consolidated EBITDA of Guarantors. As of the Closing Date, the Consolidated EBITDA of the Guarantors party to this Agreement (calculated on a Combined/Consolidated Basis) for the period of four (4) fiscal quarters ended on June 30, 2025 represents at least 80% of Consolidated EBITDA of the Parent Borrower for such period. No Subsidiary of any Guarantor included in the calculation of the Consolidated EBITDA of the Guarantors within any one Territory determined on a Combined/Consolidated Basis for such period accounts for 2% or more of the Consolidated EBITDA of the Guarantors within such Territory (calculated on a Combined/Consolidated Basis) for such period.

Section 3.17. No Immunity. Neither the Loan Parties nor any of the Material Subsidiaries, nor any of their respective property, has any right of immunity on the ground of sovereignty or otherwise from jurisdiction, attachment (before or after judgment) or execution in respect of any action or proceeding relating in any way to the Loan Documents that may be brought in the courts of its jurisdiction of incorporation or residence.

Section 3.18. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

Section 3.19. Margin Regulations. Neither Borrower is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Loan extended hereunder will be used to buy or carry any Margin Stock.

Section 3.20. Solvency. Each Loan Party is, and after giving effect to the making of the corresponding Borrowing and the use of proceeds thereof will be, Solvent.

ARTICLE 4 Conditions Precedent

Section 4.01. Conditions to Closing. This Agreement and the obligations of the Lenders to make Loans hereunder shall not become effective until the date of satisfaction (or waiver in accordance with Section 10.03) of the following conditions (such date, the “Closing Date”) (and, in the case of each document specified in this Section to be received by the Administrative Agent, such document shall be in form and substance satisfactory to the Administrative Agent and each Lender):

(a) the Administrative Agent shall have received from each party hereto a counterpart of this Agreement, each Brazilian Guarantee Agreement and the Administrative Agent Fee Letter, duly executed and delivered on behalf of each party thereto;

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(b) the Administrative Agent shall have received incumbency certificates evidencing the identity, authority and capacity of each officer of each Borrower and each Guarantor authorized to act on behalf of such Person in connection with this Agreement and the other Loan Documents to which such Person is a party;

(c) the Administrative Agent shall have received a registered agent’s certificate (together with the registered agent’s certified copies of the register of directors and register of charges (if any) and transfer agent’s certified copy of the register of members) of the Parent Borrower (dated no more than thirty (30) days prior to the Closing Date);

(d) the Administrative Agent shall have received favorable opinions (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of (i) Davis Polk & Wardwell LLP, special New York counsel to the Loan Parties, (ii) Maples and Calder, special British Virgin Islands counsel to the Loan Parties, (iii) NautaDutilh New York P.C., special Dutch counsel to the Loan Parties, (iv) Cortés & Cía. S.A. special Chilean counsel to the Loan Parties, (v) in-house special Argentinian counsel to the Loan Parties, (vi) in-house special Brazilian counsel to the Loan Parties, (vii) in-house special Mexican counsel to the Loan Parties, (viii) in-house special Puerto Rican counsel to the Loan Parties, in each case substantially in the form attached hereto as Exhibits C-1, through C-8, respectively;

(e) the Administrative Agent shall have received favorable opinions (addressed to the Lenders and the Administrative Agent dated the Closing Date) of (i) Milbank LLP, New York counsel to the Lead Arranger, (ii) Walkers, special British Virgin Islands counsel to the Lead Arranger, (iii) Allen & Overy Shearman Sterling LLP, special Dutch counsel to the Lead Arranger, and (iv) Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados special Brazilian counsel to the Lead Arranger, in each case to the reasonable satisfaction of the Lenders;

(f) the Administrative Agent shall have received a certificate signed by the chief financial or accounting officer of the Parent Borrower and an authorized signatory of the Dutch Borrower (i) confirming (1) that no Default or Event of Default shall have occurred and be continuing, (2) that the representations and warranties of the Loan Parties set out in the Loan Documents shall be (x) if any such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as so qualified) on and as of the Closing Date, or (y) if any such representation and warranty is not so qualified, true and correct in all material respects on and as of the Closing Date; and (ii) accompanied by true and correct copies, for each Loan Party, of (1) organizational documents (including deed of incorporation, articles of association an up-to-date extract of the Dutch trade register), (2) resolutions authorizing the transactions under this Agreement and the other Loan Documents (including, each to the extent applicable, board resolutions (including authorizing the Parent Borrower to act as its agent in connection with the Loan Documents), shareholder resolutions and supervisory board resolutions), (3) powers of attorney of each Loan Party and its legal representatives; and (4) certificate of good standing (or equivalent thereof, if any) of such Loan Party (to the extent applicable) as of a recent date, from such Governmental Authority;

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(g) the Administrative Agent or any requesting Lender, as the case may be, shall have received (i) at least five (5) days prior to the Closing Date, all documentation and other information regarding each Borrower and each Guarantor requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act, to the extent requested in writing of any Borrower at least ten (10) days prior to the Closing Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrowers at least ten (10) days prior to the Closing Date, a Beneficial Ownership Certification in relation to such Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied);

(h) the Borrowers shall have paid all fees and other amounts due and payable on or before the Closing Date by the Borrowers to the Lenders, the Administrative Agent and the Lead Arranger (including fees and expenses of counsel to the Lenders and the Administrative Agent) to the extent invoiced to the Borrowers at least two (2) Business Days prior to the Closing Date;

(i) the Administrative Agent shall have received evidence that each of the Existing Facilities has been terminated and has no further force or effect, including all obligations and commitments thereunder (except for those provisions that are expressly specified therein as surviving such Existing Facilities’ termination) on or prior to the Closing Date; and

(j) the Administrative Agent shall have received (i) appointment and acceptance letters for and from the Process Agent for the Loan Parties to act as their agent for service of process for purposes of Section 10.12 hereunder, (ii) with respect to the Loan Parties incorporated in Mexico, evidence of the granting of the corresponding special irrevocable power of attorney for lawsuits and collections (poder especial irrevocable para pleitos y cobranzas) in favor of the Process Agent, formalized before a Mexican notary public and (iii) with respect to the Loan Parties incorporated in Chile, evidence of the granting of the corresponding irrevocable commercial power of attorney (poder mercantil especial e irrevocable) in favor of the Process Agent, formalized before a Chilean notary public.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.03) at or prior to 2:00 p.m., New York time, on the date that is five (5) Business Days after the date hereof (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Section 4.02. Conditions to each Borrowing. The obligation of each Lender to make a Loan is subject to the satisfaction, unless waived in accordance with Section 10.03, of the further conditions precedent that:

(a) the Closing Date shall have occurred;

(b) the Administrative Agent shall have received a Borrowing Notice in accordance with Section 2.02;

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(c) the representations and warranties of the Loan Parties set out in the Loan Documents shall be (A) if any such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct (as so qualified) on and as of the Borrowing Date, or (B) if any such representation and warranty is not so qualified, true and correct in all material respects on and as of the Borrowing Date; provided that for purposes of this Section 4.02(c), the representation and warranty of the Borrowers contemplated in Section 3.01(a) shall be deemed to refer to the last day of the period covered by the most recent financial statements furnished to the Lenders hereunder;

(d) the sum of the outstanding principal amount of the Loans plus the amount of the requested Loan shall be equal to or less than the Aggregate Commitment Amount; and

(e) immediately prior and after the borrowing of the Loan on the Borrowing Date, no Default or Event of Default shall have occurred and be continuing.

ARTICLE 5 Affirmative Covenants

Until the Commitments have been terminated and all Obligations of the Borrowers under the Loan Documents have been paid in full:

Section 5.01. Financial Statements and Other Information. The Borrowers shall furnish to the Administrative Agent and each Lender:

(a) as soon as available and in any event within 120 days after the end of each fiscal year of the Parent Borrower, a Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such fiscal year and the related Consolidated statements of income, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP applied on a consistent basis and certified by independent public accountants of nationally recognized standing;

(b) as soon as available and in any event within 90 days after the end of each of the first three quarters of each fiscal year of Parent Borrower, a Consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the end of such quarter and the related Consolidated statement of income for such quarter and for the portion of the Parent Borrower’s fiscal year then ended, and the related Consolidated statements of cash flows and changes in shareholders’ equity for the portion of the fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding quarter and the corresponding portion of the Parent Borrower’s previous fiscal year, all in reasonable detail and duly certified (subject to normal year-end adjustments and the absence of footnotes) by the chief financial officer of the Parent Borrower as having been prepared in accordance with GAAP applied on a consistent basis;

(c) concurrently with the delivery of the financial information pursuant to clauses (a) and (b) above, a compliance certificate substantially in form of Exhibit B hereto, executed by the chief financial or accounting officer of the Parent Borrower, (i) certifying to the best of his knowledge, that no Default or Event of Default has occurred

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and is continuing or, if a Default or Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) showing compliance with Sections 5.05 and 6.06;

(d) promptly upon any Borrower’s or any Guarantor’s obtaining knowledge of any Default or Event of Default, a certificate of the chief financial officer of the Borrowers setting forth the details thereof;

(e) promptly upon any Loan Party entering into any Indebtedness in excess of the equivalent of U.S.$75,000,000, copies of the transaction documents related to such Indebtedness;

(f) from time to time such additional information regarding the financial condition or business of the Borrowers and the Material Subsidiaries as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; provided that the Borrowers shall not be required to provide pursuant to this Section 5.01(f) any information that (x) is subject to attorney-client or similar privilege or constitutes attorney work product, (y) is a confidential or proprietary trade secret or (z) is commercially strategic information (as determined in good faith by the Borrowers);

(g) within five Business Days from any Loan Party’s obtaining knowledge thereof, notice of (i) any breach or non-performance of, or any default under, a contractual obligation of any Loan Party or any Material Subsidiary thereof; (ii) the commencement of, or any material development in, any dispute, litigation, investigation, proceeding or suspension between any Borrower or any Material Subsidiary thereof and any Governmental Authority, including relating to tax events and liabilities; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Material Subsidiary thereof, including pursuant to any applicable Environmental Laws, in each case, only if such event or development has resulted or would reasonably be expected to result in a Material Adverse Effect; and

(h) promptly following (i) any change in the information provided in any Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification; or (ii) any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act and the Beneficial Ownership Regulation.

Each notice pursuant to Section 5.01(d) or (g) shall be accompanied by a statement of the chief financial officer of the Parent Borrower setting forth details of the occurrence referred to therein and stating what action the Parent Borrower and/or the applicable Subsidiary thereof have taken and proposes to take with respect thereto and, if applicable, shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

Documents required to be delivered pursuant to Section 5.01(a) or 5.01(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent Borrower post such documents, or provide a link thereto, on each Borrower’s Web site on the Internet at the website address provided to the Lenders and the Administrative Agent pursuant to Section 10.04, or (ii) on which such documents are posted on the Guarantor’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Lender);

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provided that the Parent Borrower shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Section 5.02. Other Affirmative Covenants. Each Loan Party shall (and the Borrowers shall cause each Material Subsidiary to):

(a) (i) preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization, (ii) take all reasonable action to maintain all material rights, privileges, permits and licenses and necessary or desirable in the ordinary course of its business, and (iii) preserve or renew those registered patents, trademarks, trade names and service marks reasonably necessary in the ordinary course of its business, in each case, except in the case of any Loan Party, unless such failure to preserve, renew or maintain would not reasonably be expected to result in a Material Adverse Effect;

(b) comply with the requirements of all applicable laws, rules, regulations, and orders of Governmental Authorities unless such failure to comply would not reasonably be expected to result in a Material Adverse Effect; provided that, in respect of any compliance with any applicable Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions, Section 5.06 shall apply;

(c) pay and discharge when due all obligations including taxes, assessments, and governmental charges or levies imposed on it or on its income or profits or any of its property, except for any such tax, assessment, charge, or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained and unless any such failure to pay or discharge would not reasonably be expected to result in a Material Adverse Effect;

(d) maintain all of its material properties owned or used in its business in good working order and condition ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;

(e) maintain insurance in such amounts, with such deductibles, and against such risks as is customary for similarly situated businesses, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;

(f) maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP shall be made of all material financial transactions and material matters involving its assets and business and the assets and businesses of its respective Subsidiaries;

(g) following the occurrence and during the continuance of any Event of Default, permit representatives of the Administrative Agent or any Lender, during normal business hours, to examine, copy, and make extracts from its books and records, to inspect its properties, and to discuss its business and affairs and the business and affairs of its Subsidiaries with its officers and directors; provided that the Borrowers shall not be required to provide pursuant to this Section 5.02(g) any information that (x) is subject to attorney-client or similar privilege or constitutes attorney work product, (y) is a confidential or proprietary trade secret or (z) is commercially strategic information (as determined in good faith by the Borrowers).

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Section 5.03. Use of Proceeds. The Borrowers shall use proceeds of the Loan solely for lawful general corporate purposes of the Borrowers and their respective Subsidiaries, in the ordinary course of business.

Section 5.04. Rank of Obligations. Each Loan Party shall cause the payment obligations in respect of outstanding amounts under this Agreement and the other Loan Documents to rank at least pari passu with all other existing and future unsecured indebtedness of each Loan Party and to constitute direct, unconditional and unsubordinated obligations of each Loan Party, except for any obligations that have priority under applicable laws.

Section 5.05. Subsidiaries.

(a) If as of the last day of any fiscal quarter of the Parent Borrower (for purposes of this Section 5.05, the “reference date”), the Consolidated EBITDA of the Guarantors party to this Agreement (calculated on a Combined/Consolidated Basis) as of the reference date for the period of four (4) fiscal quarters preceding such reference date (for purposes of this Section 5.05, the “reference period”), represents less than 80% of Consolidated EBITDA of the Parent Borrower for the reference period, the Borrowers shall, at their sole cost and expense, within thirty (30) days following the earliest of the date when financial statements (a) are actually delivered (or otherwise made available) with respect to such fiscal quarter or (b) required to be delivered pursuant to Section 5.01(a) or (b) with respect to such fiscal quarter, cause one or more Subsidiaries to (1) become party to this Agreement as a Guarantor by (i) executing a Subsidiary Joinder Agreement and (ii) delivering (A) an incumbency certificate evidencing the identity, authority and capacity of each officer of such Subsidiary authorized to act on behalf of such Person in connection with this Agreement, (B) true, correct and complete copies of organizational documents, resolutions and powers of attorney of such Subsidiary and its legal representatives (and, for any Dutch Guarantor, and only to the extent applicable, (x) a request for advice from the works council of that Dutch Guarantor in respect of the relevant Loan Documents and (y) a positive works council advice of the works council of that Dutch Guarantor (which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Loan Document), (C) evidence of acceptance of appointment of a process agent to receive service of process for such Subsidiary in form and substance satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), (D) in the case of any such Subsidiary organized under the laws of Mexico, a power of attorney for lawsuits and collections granted by such Subsidiary, certified by a Mexican notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary, and (E) in the case of any such Subsidiary organized under the laws of Chile, an irrevocable commercial power of attorney (poder mercantil especial e irrevocable) granted by such Subsidiary before a Chilean notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary, such that the Consolidated EBITDA of Guarantors party to this Agreement (including such new Guarantor(s) on a pro forma basis) (in each case, calculated on a Combined/Consolidated Basis) represents 80% or more of Consolidated EBITDA of the Parent Borrower for the reference period, and (2) to the extent such Subsidiary is a Brazilian Guarantor, cause such Subsidiary to execute and deliver to the Administrative Agent a Brazilian Guarantee Agreement.

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(b) If as of any reference date, (i) the portion of the Consolidated EBITDA of any Guarantor party to this Agreement (calculated on a Combined/Consolidated Basis) for the period of four (4) fiscal quarters preceding such reference date attributable to any Non-Guarantor Subsidiary of such Guarantor with operations within the same Territory as such Guarantor (such Subsidiary, a “Contributing Subsidiary”) represents 2% or more of the Consolidated EBITDA of the Guarantors within such Territory (calculated on a Combined/Consolidated Basis), and (ii) the Consolidated EBITDA of the Guarantors party to this Agreement (calculated on a Combined/Consolidated Basis) as of the reference date for such reference period would represent less than 80% of Consolidated EBITDA of the Parent Borrower for the reference period if the relevant amounts attributable to such Contributing Subsidiary included in the Consolidated EBITDA of the Guarantors within its Territory (calculated on a Combined/Consolidated Basis) were to be excluded from the calculation of Consolidated EBITDA from the Guarantors within such Territory (on a Combined/Consolidated Basis), the Borrowers shall, at their sole cost and expense, within thirty (30) days following the earliest of the date when financial statements (a) are actually delivered (or otherwise made available) with respect to such fiscal quarter or (b) required to be delivered pursuant to Section 5.01(a) or (b) with respect to such fiscal quarter, cause each such Contributing Subsidiary (or, if such Contributing Subsidiary is an Excluded Subsidiary, one or more other Subsidiaries for which the portion of Consolidated EBITDA of the Parent Borrower attributable to such Subsidiary or Subsidiaries for the applicable reference period represented at least the same percentage of the Consolidated EBITDA of the Parent Borrower as the percentage represented by the portion attributable to any such Contributing Subsidiary), to (1) become party to this Agreement as a Guarantor by (i) executing a Subsidiary Joinder Agreement and (ii) delivering (A) an incumbency certificate evidencing the identity, authority and capacity of each officer of such Subsidiary authorized to act on behalf of such Person in connection with this Agreement, (B) true, correct and complete copies of organizational documents, resolutions and powers of attorney of such Subsidiary and its legal representatives (and, for any Subsidiary that is a Dutch Guarantor, and only to the extent applicable, (x) a request for advice from the works council of that Dutch Guarantor in respect of the relevant Loan Documents and (y) a positive works council advice of the works council of that Dutch Guarantor (which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Loan Document), (C) evidence of acceptance of appointment of a process agent to receive service of process for such Subsidiary in form and substance satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), (D) in the case of any such Subsidiary organized under the laws of Mexico, a power of attorney for lawsuits and collections granted by such Subsidiary, certified by a Mexican notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary, and (E) in the case of any such Subsidiary organized under the laws of Chile, an irrevocable commercial power of attorney (poder mercantil especial e irrevocable) granted by such Subsidiary before a Chilean notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary, and (2) to the extent such subsidiary is a Brazilian Guarantor, execute and deliver to the Administrative Agent a Brazilian Guarantee Agreement.

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(c) Each Borrower may, at its sole cost and expense, at any time and from time to time, cause any Subsidiary of such Borrower to become an Additional Guarantor by executing and delivering to the Administrative Agent (i) a duly executed Subsidiary Joinder Agreement, and to the extent such subsidiary is a Brazilian Guarantor, a Brazilian Guarantee Agreement, and (ii) (A) an incumbency certificate evidencing the identity, authority and capacity of each officer of such Subsidiary authorized to act on behalf of such Person in connection with this Agreement, (B) true, correct and complete copies of organizational documents, resolutions and powers of attorney of such Subsidiary and its legal representatives (and, for any Subsidiary that is Dutch Guarantor, and only to the extent applicable, (x) a request for advice from the works council of that Dutch Guarantor in respect of the relevant Loan Documents and (y) a positive works council advice of the works council of that Dutch Guarantor (which, if conditional, contains conditions which can reasonably be complied with and would not cause and are not reasonably likely to cause a breach of any term of any Loan Document), (C) evidence of acceptance of appointment of a process agent to receive service of process for such Subsidiary in form and substance satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), (D) in the case of any such Subsidiary organized under the laws of Mexico, a power of attorney for lawsuits and collections granted by such Subsidiary, certified by a Mexican notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary and (E) in the case of any such Subsidiary organized under the laws of Chile, an irrevocable commercial power of attorney (poder mercantil especial e irrevocable) granted by such Subsidiary before a Chilean notary public, in form and substance reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), appointing such process agent to act as such on behalf of such Subsidiary.

Section 5.06. Anti-Corruption, Anti-Money Laundering and Sanctions.

(a) Each Borrower shall maintain in effect and enforce policies and procedures designed to ensure compliance by such Borrower, its Subsidiaries and its and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

(b) Each Borrower and their respective Subsidiaries shall comply (i) in all material respects with applicable Anti-Money Laundering Laws, and (ii) with applicable Anti-Corruption Laws and Sanctions.

Section 5.07. Accuracy of Information. Each Borrower shall ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder, taken as a whole, contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such

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information shall be deemed to be a representation and warranty by each Borrower on the date thereof as to the matters specified in this Section 5.07.

Section 5.08. Brazilian Registration Requirements.

(a) The Borrowers shall cause and shall ensure that (i) this Agreement is translated into Portuguese by a sworn translator (tradutor público juramentado), and (ii) a fully executed copy of this Agreement, along with the sworn translation thereof, is duly registered with the applicable Registry of Titles and Documents (Registro de Títulos e Documentos – RTD) pursuant to the Brazilian Public Registries Law, in each case of (i) and (ii), within twenty (20) Business Days from the date of this Agreement; which period may be extended for an additional period of fifteen (15) days in case that the competent registry office makes further requirements to register this Agreement;, provided that the Borrowers shall provide the Lenders and the Administrative Agent with evidence that such further requirements have been fulfilled within ten (10) days from the date the registry office makes such requirements, and the Borrowers shall provide the Lenders and the Administrative Agent with evidence of such filing for registration and registration promptly thereafter, but in each case, no later than five (5) Business Days thereafter.

(b) The Borrowers shall cause and shall ensure that the Brazilian Guarantee Agreement is duly registered with the applicable Registry of Titles and Documents (Registro de Títulos e Documentos – RTD) pursuant to the Brazilian Public Registries Law within twenty (20) Business Days from the date of its execution; which period may be extended for an additional period of fifteen (15) days in case that the competent registry office makes further requirements to register the Brazilian Guarantee Agreement; provided that the Borrowers shall provide the Lenders and the Administrative Agent with evidence that such further requirements have been fulfilled within ten (10) days from the date the registry office makes such requirements, and the Borrowers shall provide the Lenders and the Administrative Agent with evidence of such filing for registration and registration promptly thereafter, but in each case, no later than five (5) Business Days thereafter.

ARTICLE 6 Negative Covenants

So long as the Lenders shall have any Commitments hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, no Loan Party shall (and the Borrowers will not permit any Material Subsidiary to):

Section 6.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or assign any accounts or other right to receive income, other than:

(a) Liens existing on the Closing Date (in the case of existing Liens created by the Parent Borrower only, Liens that (i) constitute "relevant charges" within the meaning of section 160 of the BVI Business Companies Act (2020 Revised Edition) (as amended) of the British Virgin Islands, and (ii) are entered in the copy of the Parent Borrower's Register of Charges provided pursuant to Section 4.01(c) hereof) and any extension, renewal or replacement thereof, other than Liens pursuant to any Loan Document;

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(b) Liens pursuant to any Loan Document;

(c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(d) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than ninety (90) days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(f) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, customs duties, bids, leases, government performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

(g) Liens incurred or deposits made to secure the performance of tenders, bids, leases, trade contracts and leases (other than indebtedness), statutory obligations, surety and appeal bonds, customs duties, performance bonds, government performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of the applicable Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(i) Liens securing any judgments for the payment of money not constituting an Event of Default so long as any such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceeding may be initiated has not expired; or

(j) (i) licenses, sublicenses, leases or subleases granted by any Borrower, any Guarantor or any Material Subsidiary to other Persons not materially interfering with the conduct of the business of such Borrower, Guarantor or Material Subsidiary and (ii)

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any interest or title of a lessor, sublessor or licensor under any lease or license agreement permitted by the agreement to which the applicable Person is a party;

(k) Liens upon specific items of inventory or other goods and proceeds of the applicable Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(l) Liens on patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes to the extent such Liens arise from the granting of license to use such patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes to the applicable Person in the ordinary course of business of such Person or its Subsidiaries;

(m) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(n) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the applicable person, including rights of offset and set-off;

(o) deposits in the ordinary course of business securing liability for reimbursement obligations of insurance carriers providing insurance to the applicable Person and any Liens thereon;

(p) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution or, in respect of the Dutch Borrower, arising under Article 24 or 25 of the general terms and conditions (Algemene Bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging van Banken) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions;

(q) Liens securing Hedging Obligations;

(r) Liens securing any Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under this Section 6.01; provided that such new Liens:

(i) are no less favorable to the Lenders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced; and

(ii) do not extend to any property or assets other than the property or assets securing the Indebtedness refinanced by such refinancing Indebtedness;

(s) Liens securing Indebtedness or other obligations of a Material Subsidiary owing to any Borrower, any Guarantor or another Material Subsidiary and permitted to be incurred under this Agreement;

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(t) Liens securing acquired Indebtedness not incurred in connection with, or in anticipation or contemplation of, the relevant merger, consolidation or amalgamation; provided that (i) such Liens secured such acquired Indebtedness at the time of and prior to the incurrence of such acquired Indebtedness by the applicable Person and were not granted in connection with, or in anticipation of the incurrence of such acquired Indebtedness by such Person, and (ii) such Liens do not extend to or cover any property of the applicable Person other than the property that secured the acquired Indebtedness prior to the time such Indebtedness became acquired Indebtedness of such Person and are no more favorable to the lienholders than the Liens securing the acquired Indebtedness prior to the incurrence of such acquired Indebtedness by such Person;

(u) purchase money Liens securing purchase money Indebtedness or Capital Lease Obligations incurred to finance the acquisition or leasing of property of the applicable Person used in the business of any Borrower and its respective Subsidiaries; provided that (i) the related purchase money Indebtedness does not exceed the cost of such property and will not be secured by any property of the applicable Person other than the property so acquired and (ii) the Lien securing such Indebtedness will be created within 365 days of such acquisition;

(v) Liens arising under any Permitted Receivables Financing;

(w) Liens securing an amount of Indebtedness outstanding at any one time not to exceed the greater of (i) U.S.$200,000,000 (or the equivalent thereof in other currencies) or (ii) 10% of Consolidated Net Tangible Assets;

(x) Liens on the Capital Stock of any Subsidiary (other than any Material Subsidiary);

(y) Liens under the L/C Documents;

(z) Liens in favor of McDonald’s Latin America created pursuant to the McDonald’s Security Documents and the McDonald’s Mortgages;

(aa) the interest of McDonald’s Latin America, as franchisor under the Franchise Documents; or

(bb) any Liens, including any netting or set-off, created by operation of law as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes.

Section 6.02. Fundamental Changes.

(a) Enter into any merger, consolidation or amalgamation in which (i) any Borrower or a Guarantor is not the surviving entity, or (ii) if any Guarantor merges with any of the Borrowers, such Borrower is not the surviving entity, or (iii) any Person merges, consolidates or amalgamates with and into any Guarantor and (except as set forth in the preceding clause (a)(ii)) the surviving entity is not a Guarantor or does not become an Additional Guarantor in accordance with the provisions of Section 5.05(b).

(b) Enter into any merger, consolidation or amalgamation of any Borrower whereby such Borrower’s Consolidated Net Worth less its tangible assets immediately after giving effect to any such transaction would be less than such

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Borrower’s Consolidated Net Worth less its tangible assets immediately prior to any such transaction.

(c) Sell, assign, lease, transfer or otherwise dispose of all or substantially all of any Borrower’s or any Guarantor’s business or Property, other than any sale, assignment, lease, transfer or other disposition of Property (i) by any Borrower to (A) any Guarantor or (B) or any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business or Property of a Guarantor shall become an Additional Guarantor in accordance with the provisions of Section 5.05(b) or (ii) by any Guarantor of its business or Property to (A) any other Guarantor, (B) any Borrower, or (C) any other Person that substantially concurrently with such sale, assignment, lease, transfer or other disposition of the business or Property of a Guarantor shall become an Additional Guarantor in accordance with the provisions of Section 5.05(b); provided that any sale, assignment, lease, transfer or other disposition of all or substantially all of any Borrower’s or any Guarantor’s business or Property to any Subsidiary that is not a Loan Party that is immediately followed as part of a series of related transactions by another sale, assignment, lease, transfer or other disposition of such business or Property to a Loan Party or another Person that substantially concurrently shall become a Loan Party shall not constitute a breach of this Section 6.02(c).

(d) Engage to any material extent in any business other than businesses of the type conducted by the Borrowers and their respective Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

(e) Permit its fiscal year to end on a day other than December 31 or change any Borrower’s method of determining its fiscal quarters.

Section 6.03. Affiliate Transactions. Enter into any transaction with (i) any of its Affiliates or (ii) any other Person holding more than 20% or more of any of the Parent Borrower’s Capital Stock, unless:

(a) the terms of such transaction are no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Borrowers;

(b) in the event that such transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$15,000,000 (or the equivalent in other currencies), the terms of such transaction will be set forth in an officers’ certificate delivered to the Administrative Agent stating that such transaction complies with clause (a) above; and

(c) in the event that such transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of U.S.$20,000,000 (or the equivalent in other currencies), the terms of such transaction will be approved by a majority of the members of the Parent Borrower’ Board of Directors (including a majority of the disinterested members thereof), the approval to be evidenced by a board resolution stating that the Board of Directors of the Parent Borrower has determined that such transaction complies with clause (a) above;

provided that the provisions of this Section 6.03 shall not apply to:

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(i) transactions with or among the Borrowers and any Subsidiary or between or among Subsidiaries;

(ii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors and employees of any Borrower or any Subsidiary;

(iii) transactions undertaken pursuant to the terms of any agreement or arrangement to which any Borrower or any of its Subsidiaries is a party as of or on the Closing Date, as these agreements or arrangements may be amended, modified, supplemented, extended, renewed or replaced from time to time; provided that any future amendment, modification, supplement, extension, renewal or replacement entered into after the Closing Date will be permitted to the extent that its terms are not more materially disadvantageous to the Lenders than the terms of the agreements or arrangements in effect on the Closing Date;

(iv) the entering into of a customary agreement providing registration rights to the shareholders of any Borrower and the performance of such agreements;

(v) transactions or payments, including grants of securities, stock options and similar rights, pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business or approved by the Board of Directors of the Parent Borrower in good faith;

(vi) any employment agreements entered into by any Borrower or any of its respective Subsidiaries in the ordinary course of business;

(vii) dividends or distributions payable in Capital Stock of any Borrower; dividends or distributions payable to any Borrower and/or a Subsidiary; or dividends, distributions or returns of capital made on a pro rata basis to any Borrower and its Subsidiaries, on the one hand, and minority holders of Capital Stock of a Subsidiary, on the other hand (or on a less than pro rata basis to any minority holder);

(viii) sales of accounts receivable, or participations therein, or any related transaction, in connection with any receivables financing;

(ix) loans and advances to officers, directors and employees of any Borrower or any Material Subsidiary in the ordinary course of business and not exceeding U.S.$10,000,000 (or the equivalent in other currencies) outstanding at any one time; and

(x) Investments by any Borrower or any of its Subsidiaries, in an aggregate amount at the time of such Investment not to exceed the greater of U.S.$50,000,000 and 7.5% of Consolidated Total Assets of the Parent Borrower at the time of Investment (or the equivalent in other currencies), outstanding at any one time (with the fair market value of each such Investment being measured at the time made and without giving effect to subsequent changes in value).

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Section 6.04. Lines of Businesses. Engage in any line of business substantially different from those lines of business conducted by the Borrowers and their respective Material Subsidiaries on the date hereof or any business substantially related or incidental thereto.

Section 6.05. Use of Proceeds. Use the proceeds or any part of the proceeds of any Loan, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. The Borrowers shall not request any Borrowing or Letter of Credit, and the Borrowers shall not use, and shall procure that their respective Subsidiaries and the respective directors, officers, employees and agents of any Borrower or any Subsidiary thereof shall not use, any part of the proceeds of any Loan or otherwise lend, contribute or make available such proceeds to any Person (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person or otherwise in any manner in violation of any applicable Anti-Corruption Laws, (b) to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any other manner that would result in the violation of any Sanctions applicable to any party hereto.

Section 6.06. Consolidated Net Indebtedness to EBITDA Ratio. Permit the Consolidated Net Indebtedness to EBITDA Ratio of the Parent Borrower, as of the last day of any fiscal quarter of the Parent Borrower, to equal or exceed 3.0 to 1.0, as of the last day of such fiscal quarter.

ARTICLE 7 Events of Default

Section 7.01. Events of Default. Upon the occurrence and during the continuance of any of the following events:

(a) any Borrower shall fail to (i) pay any principal or any portion thereof, of any Loan when due in accordance with the terms hereof or (ii) pay any interest, fee or any other amount, or any portion thereof, payable under any Loan Document within three (3) Business Days after any such amount becomes due in accordance with the terms thereof; or

(b) any representation, warranty or certification made or deemed made by any Loan Party in any Loan Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document (or any amendment or modification hereof or thereof or waiver thereunder), shall prove to have been incorrect or misleading in any material respect (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all respects) on or as of the date made or deemed made; or

(c) any Borrower shall default in the observance or performance of any agreement contained in Section 5.01(a), (b), (c), or (d), Section 5.06, Section 5.08 or Article 6 of this Agreement; or

(d) any Loan Party shall default in the observance or performance of any other covenant or agreement contained in any Loan Document (other than those specified in clause (a) or (c) of this Section 7.01) and such default shall continue unremedied for a period of thirty (30) days after the Parent Borrower’s receipt of written

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notice of such default from the Administrative Agent (which notice will be given at the request of any Lender); or

(e) any Loan Party or any of the Material Subsidiaries (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness under the Loan Documents) having an aggregate principal amount in excess of U.S.$75,000,000, beyond the applicable period of grace with respect thereto, or (ii) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur, the effect of which default or other event is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (ii) shall not apply to Indebtedness that is required to be repaid or redeemed as a result of the voluntary sale or transfer of property or assets unless such Indebtedness is not paid within the time period provided for such repayment or redemption in, or such repayment or redemption requirement is not waived in accordance with the terms of, the documentation governing such Indebtedness; or

(f) (i) any Loan Party is unable or admits in writing its inability or fails generally to pay its debts as they become due; or (ii) any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under Debtor Relief Laws, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or (iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator, conciliador or similar officer is appointed with respect to any Loan Party or any Material Subsidiary or their respective Property without the application or consent of such Loan Party or such Material Subsidiary (as applicable) and the appointment continues undischarged or unstayed for sixty (60) calendar days; or (iv) any proceeding under Debtor Relief Laws relating to any Loan Party or any Material Subsidiary or to all or any material part of its Property is instituted without the consent of such Loan Party or such Material Subsidiary (as applicable) and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) (i) one or more final non-appealable, judgments or orders against any Loan Party or any Material Subsidiary (excluding, if applicable, any Venezuelan Subsidiary) is entered for the payment of money in an aggregate amount (as to all such judgments) in excess of U.S.$75,000,000 (determined in each case net of recoveries from insurance companies not contesting coverage) or (ii) one or more final non-appealable, judgments or orders against any Venezuelan Subsidiary is entered for the payment of money in an aggregate amount (as to all such judgments) in excess of U.S.$50,000,000 (determined in each case net of recoveries from insurance companies not contesting coverage), and, in each case, such judgment or order remains unsatisfied without

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procurement of a stay of execution within sixty (60) calendar days after the date of entry of judgment; or

(h) a Change of Control shall occur; or

(i) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or

(j) any Loan Document or any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of the Lenders and the Administrative Agent in accordance with this Agreement or satisfaction in full of the Obligations hereunder, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, illegal, invalid or unenforceable in any respect; provided that it shall not be an Event of Default under this Section 7.1(j) if any Guaranty by any Venezuelan Subsidiary is held to be null and void, illegal, invalid or unenforceable in a judicial proceeding or ceases for any reason to be in full force and effect as a result of a change in law in Venezuela after the date of the corresponding Subsidiary Joinder Agreement, or any Loan Party denies that it has any or further liability or obligation under any Loan Document (other than by reason of the satisfaction in full of the Obligations hereunder); or any Loan Party challenges the validity of or purports to revoke, terminate or rescind any Loan Document.

Upon the occurrence of an Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrowers declare the Commitments to be terminated, whereupon the Commitments shall be terminated, and/or declare all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under any Debtor Relief Law, the Commitments shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, all without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

Section 7.02. Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrowers or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.18, be applied by the Administrative Agent as follows:

(a) first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 10.06 and amounts pursuant to Section 2.07(b) payable to the Administrative Agent in its capacity as such);

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(b) second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts payable to the Lenders (including fees and disbursements and other charges of counsel to the Lenders under Section 10.06) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;

(c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them;

(d) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans;

(e) fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Lenders based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(f) finally, the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by law.

Section 7.03. Remedies Independent. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the amounts payable at any time hereunder and thereunder to each Lender shall be a separate and independent debt and each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and the Brazilian Guarantee Agreement, and it shall not be necessary for any other Lender or the Administrative Agent to consent to, or be joined as an additional party in, any proceedings for such purposes.

ARTICLE 8 Guaranty

Section 8.01. Guaranty.

(a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby, jointly and severally, as primary obligor and not merely as surety, unconditionally guarantees the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the payment Obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due) under the Loan Documents. Upon the failure by the Borrowers to pay punctually any of its Obligations, the Guarantors (jointly and severally) shall immediately pay the amount not so paid. The obligations of the Guarantors under this Article 8 shall constitute a guaranty of payment and not merely a guaranty of collection.

(b) All payments by any Guarantor under this Article 8 shall be payable in the manner required for payments by the Borrowers under Section 2.10 and the obligation to pay interest at the rates set forth in Section 2.06(b).

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Section 8.02. Guaranty Unconditional. The obligations of the Guarantors under this Article 8 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by any reason, including:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation(s) and/or the Commitments under the Loan Documents, by operation of law or otherwise,

(b) any modification or amendment of or supplement to this Agreement or any other Loan Document,

(c) any change in the existence, structure or ownership of any Borrower or any other Loan Party, or any event described in Section 7.01(f) with respect to any Person,

(d) the existence of any claim, set-off or other rights that a Guarantor may have at any time against a Borrower, any other Loan Party, any Lender, the Administrative Agent or any other Person, whether in connection herewith or any unrelated transactions,

(e) any invalidity, irregularity or unenforceability relating to or against any Borrower or any other Loan Party for any reason of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment by such Borrower or any other Loan Party of any of the Obligations, or

(f) any other act or omission to act or delay of any kind by any Borrower and/or any other Loan Party, any Lender, the Administrative Agent or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of (or defense against) the Obligations and the Guarantors’ obligations under this Article 8 other than prior payment of the Obligations.

Section 8.03. Discharge only upon Payment in Full; Reinstatement in Certain Circumstances. The Guarantors’ obligations hereunder shall remain in full force and effect until all of the payment Obligations shall have been paid in full and all of the Commitments shall have terminated. If at any time any payment made under this Agreement or any other Loan Document is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of a Loan Party or any other Person or otherwise, then the Guarantors’ obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time and each Guarantor hereby expressly waives the benefit of any statute of limitations or prescriptive term affecting the Guarantor’s liability in respect thereof.

Section 8.04. Waivers by the Guarantors.

(a) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law: (i) notice of acceptance of the Guaranty provided in this Article 8 and notice of any liability to which this Guaranty may apply, (ii) all notices that may be required by Applicable Law or otherwise to preserve intact any rights of the Lenders and the Administrative Agent against any Borrower and/or any other Guarantor, including any demand, presentment, protest, proof of notice of non-

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payment, notice of any failure on the part of any Borrower and/or any other Guarantor to perform and comply with any covenant, agreement, term, condition or provision of any agreement and any other notice to any other party that may be liable in respect of the Obligations guaranteed hereby (including the Borrowers, any other Guarantor and any other guarantor thereof from time to time) except any of the foregoing as may be expressly required hereunder, (iii) any right to proceed against any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Lenders or the Administrative Agent whatsoever and (iv) any requirement that the Lenders or the Administrative Agent exhaust any right, power, privilege or remedy, or mitigate any damages resulting from a default, under any Loan Document, or proceed to take any action against a Loan Party or any other Person under or in respect of any Loan Document or otherwise, or protect, secure, perfect or ensure any Lien on any collateral.

(b) If, and to the extent that, Brazilian law shall be deemed to apply to any or all of any Brazilian Guarantor’s obligations hereunder, for those purposes:

(i) each Brazilian Guarantor agrees that its obligations to make payment hereunder shall be deemed to be a first demand obligation (garantia exigível à primeira demanda) to fulfill and comply with, as a joint and several responsibility (responsabilidade solidária), all of the outstanding obligations assumed by the Borrowers under the Agreement, in the capacity of a “FIADOR E PRINCIPAL PAGADOR, solidariamente responsável” with the Borrowers, in connection therewith. In addition, for such purposes, each Brazilian Guarantor hereby expressly (A) waives and renounces the benefit of order (benefício de ordem) of demanding and rights provided by the Brazilian Civil Code (Law 10,406/02), specifically in accordance with articles 827 et seq. of the Brazilian Civil Code and (B) recognizes that this Guaranty shall not be considered as a limited instrument of guarantee, for the purposes of article 822 of the Brazilian Civil Code; and

(ii) each Brazilian Guarantor expressly waives the benefits set forth in articles 333 (sole paragraph), 366, 821, 827, 829 (sole paragraph), 834, 835, 836, 837, 838 and 839 of the Brazilian Civil Code and articles 130 “II” and 794 of the Brazilian Code of Civil Procedure.

(c) Each Mexican Guarantor hereby waives, to the extent applicable, any rights to the benefits of orden, excusión, división, quita and espera arising from articles 2814, 2815, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2837, 2839, 2840, 2845, 2846, 2847, 2848, 2849 and any other related or applicable articles that are not explicitly set forth herein because of the Guarantor’s knowledge thereof, of the Mexican Federal Civil Code (Código Civil Federal) and any correlative Article of any applicable Civil Code of any State of Mexico or Mexico City.

Section 8.05. Subrogation. Upon a Guarantor’s making payment with respect to any obligation under this Article 8, such Guarantor shall be subrogated to the rights of the payee against any Borrower (or the other obligor) with respect to such obligation; provided that such Guarantor shall not enforce any payment by way of subrogation, indemnity or otherwise, or exercise any other right, against any Borrower (or such other obligor) so long as any Obligations

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(other than on-going but not yet incurred indemnity obligations) remain unpaid and/or the Commitments remains outstanding.

Section 8.06. Stay of Acceleration. If acceleration of the time for payment of any Obligations is stayed due to any event described in Section 7.01(f), then all such amounts otherwise subject to acceleration under this Agreement shall nonetheless be payable by the Guarantors hereunder.

Section 8.07. Additional Guarantors. Each Additional Guarantor that shall join this Agreement through the execution of a Subsidiary Joinder Agreement hereby agrees to be bound by all of the obligations of and shall have all of the rights of a Guarantor under this Agreement and each other Loan Document. In addition, each Additional Guarantor that is a Brazilian Guarantor acknowledges and agrees that, upon becoming a Guarantor hereunder, it shall also execute and deliver a Brazilian Guarantee Agreement to irrevocably, unconditionally, and jointly and severally guarantee the Obligations of the Borrowers under any Loan Document, and shall take any and all actions necessary to validly and effectively become a guarantor thereunder.

Section 8.08. Brazilian Guarantee Agreement (Fiança).

(a) The Obligations of the Loan Parties under this Agreement and the other Loan Documents shall be further guaranteed by a Brazilian Guarantee Agreement.

(b) The Brazilian Guarantee Agreement shall be irrevocable, unconditional and joint and several (solidária), and shall remain in full force and effect until all the Obligations under this Agreement have been indefeasibly paid in full.

(c) The Brazilian Guarantee Agreement shall be in addition to, and shall not replace or impact, any other guarantees or credit support instruments in connection with this Agreement, including (without limitation) the Guaranty set forth in this Article 8.

(d) The Lenders and the Administrative Agent (acting at the direction of the Required Lenders) may enforce the Brazilian Guarantee Agreement in Brazil in accordance with applicable Brazilian procedural law, including, but not limited to, the provisions of Article 784, III of the Brazilian Code of Civil Procedure.

ARTICLE 9 The Administrative Agent

Section 9.01. Appointment and Authority. Each of the Lenders hereby irrevocably designates and appoints GLAS USA LLC as its administrative agent to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as otherwise provided in Section 9.06(b), the provisions of this Article 9 are solely for the benefit of the Administrative Agent and the Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any

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Applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its branches and Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03. Exculpatory Provisions.

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (x) receive written instructions from the Required Lenders (or such other number or percentage of the Lenders as shall be expressly required by this Agreement or such other Loan Document), specifying the action to be taken and (y) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking continuing or refraining to take any such action (and the instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Lenders); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, (A) may expose the Administrative Agent to liability, may lead the Administrative Agent to expend its own funds or is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, or (B) would subject the Administrative Agent to a Tax in any jurisdiction where it is not then subject to a Tax or would require the Administrative Agent to qualify to do business in any jurisdiction where it is not then so qualified; and

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose,

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any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request or direction of the Required Lenders (or such other number or percentage of the Lenders as shall as shall be expressly required under this Agreement or the other Loan Documents, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 7.01 and 10.03), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent in writing by a Borrower or a Lender.

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the financial or other condition of the Borrowers or any Subsidiary of the Borrowers or any other Loan Party, or (vii) any failure by the Borrowers or any other Person to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein.

(d) If a Default or an Event of Default has occurred and is continuing, then the Administrative Agent and shall take such action with respect to such Default or Event of Default, as applicable, as shall be directed by the requisite Lenders in the written instructions described in this Section 9.03; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default, as applicable, as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent be required to take any action which is contrary to this Agreement, the Loan Documents or Applicable Law.

(e) The permissive authorizations entitlements, powers and rights (including the right to request that the Borrowers take an action or deliver a document and the exercise of remedies following an Event of Default) granted to the Administrative Agent herein shall not be construed as duties. Nothing in this Agreement or any other Loan Document shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

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(f) The Administrative Agent shall not be liable for any indirect, special, punitive, or consequential damages (including, but not limited to, lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action. The Administrative Agent shall not have any liability for any failure, inability or unwillingness on the part of any Lender or Loan Party to provide accurate and complete information on a timely basis to it, or otherwise on part of any such party to comply with the terms of this Agreement, and shall not have any liability for any inaccuracy or error in the performance or observance on the Administrative Agent’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete, or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof, except in the case of gross negligence or willful misconduct by the Administrative Agent as finally determined by a court of competent jurisdiction. For the avoidance of doubt, the Administrative Agent’s rights, protections, indemnities and immunities provided herein shall apply to the Administrative Agent for any actions taken or omitted to be taken under this Agreement or any other Loan Documents and any other related agreements in any of their respective capacities and shall be afforded all of the rights, powers, immunities and indemnities set forth in this Agreement in all of the other Loan Documents to which it is a signatory as if such rights, powers, immunities and indemnities were specifically set out in each such other Loan Document.

(g) The Administrative Agent shall have no responsibility for nor have any duty to monitor the performance, observance or any action of the Borrowers, the Lenders, or any of their directors, members, officers, agents, affiliates or employees of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans, nor shall the Administrative Agent have any liability in connection with the malfeasance or nonfeasance by such party.

(h) For purposes of clarity, and without limiting any rights, protections, immunities or indemnities afforded to the Administrative Agent hereunder, phrases such as “satisfactory to the Administrative Agent,” “approved by the Administrative Agent,” “acceptable to the Administrative Agent,” “as determined by the Administrative Agent,” “in the Administrative Agent’s discretion,” “selected by the Administrative Agent,” “designated by the Administrative Agent,” “elected by the Administrative Agent,” “requested by the Administrative Agent,” and phrases of similar import that authorize and permit the Administrative Agent to approve, disapprove, determine, act or decline to act in its discretion shall be subject to the Administrative Agent receiving written direction from the Required Lenders (or such other number or percentage of the Lenders as shall be expressly required by this Agreement or such other Loan Document to take such action or exercise such right).

(i) The Administrative Agent shall not be required to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account. Any money held by the Administrative Agent in trust hereunder need not be segregated from other funds except to the extent required by law. The Administrative Agent shall not be obligated to calculate any premium, penalty, or break funding payment.

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Section 9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants, consultants and other experts selected by the Administrative Agent (reasonably selected by the Required Lenders, except for the Administrative Agent’s counsel). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrowers and the Lenders hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent as finally determined by a court of competent jurisdiction. Upon request by the Administrative Agent at any time, the Required Lenders, or such other number or percentage of the Lenders as shall be expressly required under this Agreement or the other Loan Documents) will provide written instruction to the Administrative Agent and the Administrative Agent shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Administrative Agent in accordance with such written instruction. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement, any other Loan Document and/or the transactions contemplated hereby or thereby.

Section 9.05. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article 9 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Loans provided for herein as well as activities as Administrative Agent under this Agreement and the other Loan Documents. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 9.06. Resignation or Removal of Administrative Agent.

(a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If

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no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”). Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents, including appointing a successor Administrative Agent meeting the qualifications set forth above or petition a court of competent jurisdiction to appoint a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) The Required Lenders may, to the extent permitted by Applicable Law, by giving thirty (30) days’ prior written notice in writing to the Borrowers and the Person serving as Administrative Agent remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 9 and Section 9.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

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Section 9.07. Non-Reliance on the Administrative Agent, the Lead Arranger and other Lenders. Each Lender expressly acknowledges that none of the Administrative Agent nor the Lead Arranger has made any representation or warranty to it, and that no act by the Administrative Agent or the Lead Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowers or any Affiliate thereof, shall be deemed to constitute any representation or any warranty by the Administrative Agent or the Lead Arranger to any Lender as to any matter, including whether the Administrative Agent or the Lead Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender represents to the Administrative Agent and the Lead Arranger that it has, independently and without reliance upon the Administrative Agent, the Lead Arranger, or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and their respective Subsidiaries, and all applicable bank or other Applicable Laws, including regulatory legislation, relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers. In structuring, arranging or syndicating this Agreement, each Lender acknowledges and agrees that the Administrative Agent may be an agent or lender under other loans or other securities, and each Lender hereby waives any existing or future conflicts of interest associated with any of their roles in such other debt instruments. Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and certain other facilities set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans or providing other similar facilities in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing the Loans set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing (such as a claim under federal or state securities laws) (iii) it has, independently and without reliance upon the Administrative Agent, the Lead Arranger or any Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 9.08. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Borrower or any Subsidiary of the Borrowers, the Administrative Agent, acting at the direction of the Required Lenders (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the

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Administrative Agent shall have made any demand on the Borrowers), shall be entitled and empowered by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 10.06) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 9.03.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.09. Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,

(ii) the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable to such Lender’s entrance into,

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participation in, administration of and performance of the Loans, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 9.10. Force Majeure. In no event shall the Administrative Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or under the other Loan Documents arising out of or caused by acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, sabotage, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents, labor disputes, acts of civil or military authority; pandemics, government action or the unavailability of the Federal Reserve Bank wire or other wire facility or any other cause beyond the Administrative Agent’s control; it being understood that the Administrative Agent shall use reasonable efforts to resume performance as soon as practicable under the circumstances.

Section 9.11. Erroneous Payments.

(a) Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than

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one (1) Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (ii) to the extent permitted by Applicable Law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 9.11(a) shall be conclusive, absent manifest error.

(b) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates that (i) is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(c) The Borrowers and each other Loan Party hereby agree that (i) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount and (ii) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party.

(d) Each party’s obligations under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

Section 9.12. Lead Arranger. The Lead Arranger shall have no obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur

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no liability hereunder or thereunder in such capacity, but, for the avoidance of doubt, shall have the benefit of the rights and indemnities provided for hereunder.

ARTICLE 10 Miscellaneous

Section 10.01. Right of Set-Off. Without limiting any of the obligations of any Loan Party or the rights of the Administrative Agent or any Lender hereunder, if any Loan Party shall fail to pay when due (whether at stated maturity, by acceleration or otherwise), by the expiration of the grace period provided by Section 7.01(a) (if any), any amount payable by it hereunder, then (to the extent not in violation of applicable law) such Lender and each of their respective affiliates may, to the fullest extent permitted by law, without prior notice to any Loan Party (which notice is expressly waived by it to the fullest extent permitted by applicable law), set off and apply against such amount any and all general deposits (time or demand, provisional or final, in any currency, matured or unmatured) at any time held or any other debt owing by such Lender or any of its Affiliates (in each case, including any branch or agency thereof) to or for the credit or account of any Loan Party; provided that, in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff; provided further that, any such obligations are in different currencies, the Loan Party may, subject to Brazilian Central Bank regulations (to the extent applicable), convert either obligation at a market rate of exchange in its usual course of business for the purpose of such set off. Each Lender shall promptly provide notice of any such set-off by it to the Borrowers; provided that failure by such Lender to provide such notice shall not give any Loan Party any cause of action or right to damages or affect the validity of such set-off and application.

Section 10.02. New York Time. All references herein and in the other Loan Documents to any time of day shall mean the local (standard or daylight, as in effect) time of New York, New York unless otherwise expressly provided herein or therein.

Section 10.03. Amendments; Waivers.

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other rights, power or privilege. The remedies provided for herein are cumulative and not exclusive of any remedies provided by law. No waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.03, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent any Lender may have had notice or knowledge of such Default at the time.

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(b) Except as otherwise expressly set forth in this Agreement (including Section 2.06(e), Section 2.20 and Section 10.03(c) below), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change the payment waterfall provisions of Sections 2.18, 2.10 or 7.02 without the written consent of each Lender, (v) release any Guarantor from its obligations hereunder, under any Brazilian Guarantee Agreement or under any Subsidiary Joinder Agreement, or (vi) change any of the provisions of this Section 10.3 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

(c) If the Administrative Agent and the Borrowers acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrowers shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

Section 10.04. Notices.

(a) Except as otherwise expressly provided herein, notices and other communications to each party provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by e-mail, as follows:

if to the Borrowers,

ARCOS DORADOS HOLDINGS INC.

ARCOS DORADOS B.V.

Río Negro 1338, First Floor

Montevideo, Uruguay, 11100

Attention: Mariano Tannenbaum, Chief Financial Officer

E-mail: [***]

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if to the Administrative Agent

GLAS USA LLC

3 Second Street Suite 206

Jersey City NJ 07311

Attention: Milton Rodriguez

E-mail: [***]; [***] and

[***]

With a copy to (which shall not constitute notice):

White & Case LLP

Attention: Rob Bennett and Viktor Braun

E-mail: [***] and [***]

If to any other Lender, to it at its address (or e-mail) set forth in its Administrative Questionnaire.

Any such notice or other communication sent by overnight courier service or mail shall be effective on the earlier of actual receipt and (i) if sent by overnight courier service, the scheduled delivery date and (ii) if sent by mail, the fourth Business Day after deposit in the U.S. mail first class postage prepaid. All notices and other communications sent by the other means listed in the first sentence of this Paragraph shall be effective upon receipt. Notwithstanding anything to the contrary contained herein, all notices (by whatever means) to the Administrative Agent pursuant to Section 2.02 shall be effective only upon receipt. Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified in writing by such Person for such purpose, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including Approved Electronic Platforms, e mail, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article 2 by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website (including Approved Electronic Platforms) shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the

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foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c) Any party hereto may change its address or email address for notices and other communications hereunder by notice to the other parties hereto.

(d) The Administrative Agent shall be entitled to rely and act upon any notices (including telephonic notices of borrowings and continuations) purportedly given by or on behalf of a Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each Indemnitee from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Loan Party. All telephonic notices to and other communications may be recorded and each party hereby consents to such recording.

Section 10.05. Successors and Assigns.

(a) This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) no Loan Party may assign its rights and obligations hereunder, and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.05. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section 10.05) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A) the Borrowers; provided that, Borrowers shall be deemed to have consented to an assignment of all or a portion of the Loans and Commitments unless they shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; provided further that, no consent of the Borrowers shall be required (x) for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or (y) if an Event of Default has occurred and is continuing;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment;

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(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent; provided that no such consent of the Borrowers shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of U.S.$3,500 payable to the Administrative Agent for its own account, which can be waived by the Administrative Agent in its sole discretion;

(D) no such assignment shall be made to (A) any Borrower or any of the Borrowers’ Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof;

(E) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person); and

(F) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 10.05, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15, 10.06 or 10.07. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.05.

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(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 10.05 and any written consent to such assignment required by paragraph (b) of this Section 10.05, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.02(b)(ii), 10.07, 10.08 or 2.10(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph (v).

(c) Any Lender may at any time grant to any other Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) (a “Participant”) participating interests in all or any part of such Lender’s rights and obligations hereunder (including all or a portion of its Commitment and/or the Loans owing to it) without notice to, or consent of, the Borrowers or any other Loan Party. Upon the sale by the Lender of a participation to any Participant, (1) such Lender’s obligations under this Agreement shall remain unchanged, (2) such Lender shall remain solely responsible to the Loan Parties for the performance of such obligations and (3) the Loan Parties and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement without obtaining the consent of the participant; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.03(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements and limitations therein). To the extent permitted by law, each Participant also shall be

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entitled to the benefits of Section 10.17 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.10(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) The Loan Parties agree to execute any documents reasonably requested by the Administrative Agent in connection with any such assignment or participation. All information provided by or on behalf of any Loan Party to the Administrative Agent or any Lender or its Affiliates may be furnished by such Lender or the Administrative Agent to its respective Affiliates and to any actual or proposed assignee or participant, subject to Section 10.16 below. In no case shall the Loan Parties be responsible for any direct or indirect increases in costs, Taxes or other expenses caused by assignments or the grant of participations to third parties as provided in this Section 10.05 in excess of those which would have been payable had there been no assignment or participation except: (i) if such assignment was made or participation sold following the occurrence and during the continuance of any Event of Default, or (ii) to the extent of Taxes resulting from a Change in Law that occurs after the assignment or the grant of participation.

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Section 10.06. Reimbursement of Costs and Expenses; Limitation of Liability.

(a) The Loan Parties shall, jointly and severally, pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and the Lead Arranger, including the reasonable fees, charges and disbursements of separate counsel for (a) the Administrative Agent and (b) the Lead Arranger, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any separate counsel for (a) the Administrative Agent or (b) any Lender, in connection with the enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 10.06, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) None of the parties shall assert, and each party hereby waives, any claim against any other party or any Related Party of any of the foregoing Persons for any Liabilities arising on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the transactions provided under the Loan Documents, any Loan or the use of the proceeds thereof; provided that, nothing in this Section 10.06(b) shall relieve any Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 10.07, against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(c) The agreements in this Section 10.06 shall survive the termination of the Commitments, the repayment, satisfaction or discharge of all the other obligations and liabilities of the Borrowers under the Loan Documents and the termination of this Agreement. All amounts due under this Section 10.06 shall be payable promptly and in any event within ten (10) days after demand therefor.

Section 10.07. Indemnification. Without duplication of Section 2.12(d) (which shall solely govern with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim), each Borrower shall indemnify and hold harmless the Administrative Agent, the Lead Arranger and each Lender, its affiliates; and their respective partners, directors, officers, employees, agents and advisors (collectively the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, (ii) the Loans or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of its respective Subsidiaries, or any Environmental Liability related in any way to any

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Borrower or any of its respective Subsidiaries or (iv) any actual or prospective claim, litigation, investigation, arbitration or administrative, judicial or regulatory action or proceeding (each a “Proceeding”) in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to above), regardless of whether or not any Indemnitee is a party thereto and whether or not such Proceeding is brought by the Borrowers, their respective affiliates or equity holders or any other party; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or expenses (i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by the Borrowers or any Guarantor against an Indemnitee for breach in bad faith of such Lender’s, its affiliates’ (and their respective partners’, directors’, officers’, employees’, agents’ and advisors’ obligations hereunder or under any other Loan Document if such Borrower or such Guarantor has obtained a final non-appealable judgment in its favor in respect of such claim as determined by a court of competent jurisdiction. The agreements in this Section 10.07 shall survive the termination of the Commitments, the repayment, satisfaction or discharge of all the other obligations and liabilities of the Borrowers under the Loan Documents and the termination of this Agreement. All amounts due under this Section 10.07 shall be payable within ten (10) days after demand therefor.

Section 10.08. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.09. Counterparts; Electronic Execution.

(a) This Agreement may be executed in one or more counterparts, and each counterpart, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same instrument.

(b) The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records (each an “Electronic Communication”), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 10.10. Governing Law; Jurisdiction.

(a) THIS AGREEMENT IS GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT SITTING IN THE BOROUGH OF MANHATTAN (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN)AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH LOAN PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE BORROWERS AT THEIR ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(b) SOLELY FOR PURPOSES OF (A) THE THIRD PARAGRAPH OF ARTICLE 784 OF THE BRAZILIAN CODE OF CIVIL PROCEDURE, THE LENDERS MAY, AT THEIR SOLE DISCRETION, ELECT BRAZIL AS THE PLACE OF FULFILMENT OF THE OBLIGATIONS SET FORTH HEREIN; AND (B) ARTICLE 9 OF BRAZILIAN DECREE LAW NO. 4,657 DATED SEPTEMBER 4, 1942, AND ARTICLE 78 OF THE BRAZILIAN CIVIL CODE, THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN CONSTITUTED AND PROPOSED OUTSIDE BRAZIL.

Section 10.11. Jury Trial Waiver. EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.12. Process Agent Appointment. FOR THE PURPOSE OF PROCEEDINGS IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK), (IN EACH CASE LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY), EACH BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY DESIGNATES AS OF THE DATE HEREOF COGENCY GLOBAL INC. (THE “PROCESS AGENT”) WITH OFFICES CURRENTLY LOCATED AT 122 EAST 42ND STREET, 18TH FLOOR, NEW YORK, NY 10168, AS ITS AGENT FOR SERVICE OF PROCESS. IN THE EVENT THAT SUCH PROCESS AGENT OR ANY SUCCESSOR SHALL CEASE TO BE LOCATED IN THE BOROUGH OF MANHATTAN, EACH LOAN PARTY SHALL PROMPTLY AND IRREVOCABLY BEFORE THE

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RELOCATION OF SUCH PROCESS AGENT FOR SERVICE OF PROCESS, IF PRACTICABLE, OR PROMPTLY THEREAFTER DESIGNATE A SUCCESSOR PROCESS AGENT, WHICH SUCCESSOR PROCESS AGENT SHALL BE LOCATED IN THE BOROUGH OF MANHATTAN, AND NOTIFY THE ADMINISTRATIVE AGENT THEREOF, TO ACCEPT ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS OR OTHER DOCUMENTS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY OF SUCH COURTS AND FURTHER AGREES THAT SERVICE UPON SUCH PROCESS AGENT SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE UPON SUCH LOAN PARTY AND THAT FAILURE OF ANY SUCH PROCESS AGENT TO GIVE ANY NOTICE OF SUCH SERVICE TO SUCH GUARANTOR SHALL NOT AFFECT THE VALIDITY OF SUCH SERVICE OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. EACH OF THE PARTIES HERETO AGREES THAT SERVICE OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS ON SUCH PERSON MAY ALSO BE EFFECTED BY REGISTERED MAIL TO ITS ADDRESS AS PROVIDED PURSUANT TO SECTION 10.04. WITH RESPECT TO EACH LOAN PARTY, SERVICE OF ANY AND ALL SUCH PROCESS OR OTHER DOCUMENTS TO THE PROCESS AGENT OR SUCH OTHER AGENT FOR SERVICE OF PROCESS DESIGNATED BY SUCH LOAN PARTY IN ACCORDANCE WITH THIS AGREEMENT SHALL CONSTITUTE VALID AND EFFECTIVE SERVICE ONLY IF MADE IN PERSON TO THE PROCESS AGENT OR SUCH OTHER AGENT FOR SERVICE OF PROCESS.

Section 10.13. Waiver of Immunity. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its assets, such Loan Party each hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents. The foregoing waiver is intended to be effective to the fullest extent now or hereafter permitted by applicable law.

Section 10.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Patriot Act. Each Loan Party shall, promptly following a request by any Lender, provide all documentation and other information that such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act.

Section 10.15. Judgment Currency. All payments made under this Agreement and any notes shall be made in Dollars (the “Agreement Currency”), and, if for any reason any payment made hereunder or under any Loan Document is made in a currency (the “Other Currency”) other than the applicable Agreement Currency, then to the extent that the payment actually received by the Administrative Agent or any Lender, when converted into the applicable Agreement Currency at the Rate of Exchange (as defined below) on the date of payment (or, if conversion on such date is not practicable, as soon thereafter as it is practicable for the Administrative Agent or such Lender to purchase the applicable Agreement Currency) falls short of the amount due under the terms of this Agreement or any Loan Document, each Borrower shall, as a separate and independent obligation of such Borrower, indemnify the Administrative Agent or such Lender and hold such Person harmless from and against the amount of such

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shortfall. If the amount of the Agreement Currency so purchased is greater than the sum originally due to any Lender, such Lender agrees to repay such excess to the Borrowers. As used in this Paragraph, the term “Rate of Exchange” means the rate at which the Administrative Agent or the relevant Lender is able on the relevant date in accordance with normal banking procedures to purchase the applicable Agreement Currency with the Other Currency and shall include any premiums and out-of-pocket costs of exchange payable in connection with the purchase of or conversion into, the applicable Agreement Currency.

Section 10.16. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives, including accountants and legal counsel (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners) in connection with any examination of the Administrative Agent or any Lender provided that the Administrative Agent or such Lender, as applicable, shall, unless prohibited by any requirement of law, notify the Borrowers of any disclosure pursuant to this clause (b) as far in advance as is reasonably practicable under such circumstances, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to the extent reasonably required (determined solely in the judgment of the Administrative Agent or such Lender) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section for the benefit of the Borrowers, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and their obligations, (f) with the consent of the Borrowers, (g) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender or any of its respective Affiliates on a nonconfidential basis from a source other than the Borrowers or (h) to any other party hereto. For the purposes of this Section 10.16, “Information” means all information (x) received from any Borrower or any other Loan Party relating to any Borrower or any other Loan Party or its business or (y) obtained by the Administrative Agent or any Lender based on a review of the books and records of the Borrowers or any of their respective Subsidiaries, other than any such information that is available to the Administrative Agent or such Lender on a nonconfidential basis prior to disclosure by any Borrower or any other Loan Party or is independently developed by Administrative Agent or any Lender without reference to the Information; provided that, in the case of information received from any Borrower or any other Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information

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as such Person would accord to its own confidential information. The provisions of this Section 10.16 shall expire on the Maturity Date.

Section 10.17. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such Liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 10.18. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree, and acknowledge their respective Affiliates’ understanding, that:

(a) (i) no fiduciary, advisory or agency relationship between any Borrower and its respective Subsidiaries and the Lead Arranger, the Administrative Agent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Lead Arranger, the Administrative Agent or any Lender has advised or is advising any Borrower or any of its respective Subsidiaries on other matters, (ii) the arranging and other services regarding this Agreement provided by the Lead Arranger, the Administrative Agent and the Lenders are arm’s-length commercial transactions between each Borrower and its respective Affiliates, on the one hand, and the Lead Arranger, the Administrative Agent and the Lenders, on the other hand, (iii) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iv) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and

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(b) (i) the Lead Arranger, the Administrative Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Borrower or any of its Affiliates, or any other Person; (ii) none of the Lead Arranger, the Administrative Agent and the Lenders has any obligation to any Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Lead Arranger, the Administrative Agent and the Lenders and their respective branches and Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Lead Arranger, the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the Borrowers or its Affiliates. To the fullest extent permitted by Applicable Law, each Borrower hereby waives and releases any claims that it may have against any of the Lead Arranger, the Administrative Agent and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 10.19. Entire Agreement. This Agreement and the other Loan Documents represent the final agreement between the parties hereto and may not be contradicted by evidence of prior oral or written agreements of the parties relating to the subject matter hereof. There are no unwritten oral agreements between the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ARCOS DORADOS HOLDINGS INC.,<br>as a Borrower
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS B.V.,<br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Authorized Signatory

[Signature Page to Arcos Dorados Credit Agreement]

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GUARANTORS:

ARCOS DORADOS ARGENTINA S.A.,<br>as a Guarantor
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DOURADOS COMÉRCIO DE ALIMENTOS S.A., as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DOURADOS RESTAURANTES LTDA.,<br>as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS SERCAL INMOBILIARIA, S. DE R.L. DE C.V., as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory

[Signature Page to Arcos Dorados Credit Agreement]

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RESTAURANTES ADMX, S. DE R.L. DE C.V.,<br>as a Guarantor
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS PUERTO RICO, LLC,<br>as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
GOLDEN ARCH DEVELOPMENT, LLC,<br>as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS RESTAURANTES DE CHILE, SPA, as a Guarantor
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory

[Signature Page to Arcos Dorados Credit Agreement]

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GLAS USA LLC,<br>as Administrative Agent
By:	/s/ Lucas Brizuela
	Name: Milton Rodriguez
	Title: AVP

[Signature Page to Arcos Dorados Credit Agreement]

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LENDERS:

JPMORGAN CHASE BANK, N.A.,<br><br>as Lender
By:	/s/ James M Shender
	Name: James M Shender
	Title: Managing Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as Lender
---	---
By:	/s/ Cara Younger
	Name: Cara Younger
	Title: Authorized Signatory
By:	/s/ Luis Ruigomez
	Name: Luis Ruigomez
	Title: Authorized Signatory
BANCO SANTANDER (BRASIL) S.A. - GRAND CAYMAN BRANCH, as Lender
---	---
By:	/s/ Ricardo da Silva Fernandes
	Name: Ricardo da Silva Fernandes
	Title: Authorized Signatory
By:	/s/ Eliana Dozol
	Name: Eliana Dozol
	Title: Authorized Signatory

[Signature Page to Arcos Dorados Credit Agreement]

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BANK OF AMERICA, N.A.,<br>as Lender
By:	/s/ Gonzalo Isaacs
	Name: Gonzalo Isaacs
	Title: Authorized Signatory
BNP PARIBAS,<br>as Lender
---	---
By:	/s/ Sebastien Mannheim
	Name: Sebastien Mannheim
	Title: Authorized Signatory
By:	/s/ Walter Ringwald
	Name: Walter Ringwald
	Title: Authorized Signatory
BANCO DE CRÉDITO DEL PERÚ,<br>as Lender
---	---
By:	/s/ Gerardo Moreno Vásquez
	Name: Gerardo Moreno Vásquez
	Title: Authorized Signatory
By:	/s/ Francesco Alessandro Piaggio Valdez
	Name: Francesco Alessandro Piaggio Valdez
	Title: Authorized Signatory
FIRSTBANK PUERTO RICO,<br>as Lender
---	---
By:	/s/ Gesha J. Rodríguez Cabrera
	Name: Gesha J. Rodríguez Cabrera
	Title: Authorized Signatory

[Signature Page to Arcos Dorados Credit Agreement]

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SCHEDULE 2.01

Commitments

Name of Lender	Commitment
JPMorgan Chase Bank, N.A.	U.S.$34,000,000
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	U.S.$34,000,000
Banco Santander (Brasil) S.A. - Grand Cayman Branch	U.S.$34,000,000
Bank of America, N.A.	U.S.$34,000,000
BNP Paribas	U.S.$34,000,000
Banco De Crédito Del Perú	U.S.$15,000,000
Firstbank Puerto Rico	U.S.$15,000,000
TOTAL	U.S.$200,000,000

Sch. 2.01 - 1

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SCHEDULE 3.02

Material Subsidiaries

1. Arcos Dorados Argentina S.A.

2. Arcos Dourados Comercio de Alimentos S.A.

3. Arcos Dourados Restaurantes Ltda.

4. Arcos SerCal Inmobiliaria, S. de R.L. de C.V.

5. Restaurantes ADMX, S. de R.L. de C.V.

6. Arcos Dorados Restaurantes de Chile, SpA.

Sch. 3.02 - 1

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SCHEDULE 6.01(A)

McDonald’s Foreign Pledge Agreements

1. Stock Pledge Agreement (Contrato de Prenda de Acciones y Cesion Fiduciaria con Fines de Garantia), dated as of August 3, 2007, among the lenders party to the Credit Agreement, LatAm LLC (“LatAm”) and Woods White Staton Welten, as pledgors, Arcos Dorados S.A., McDonald’s Latin America, LLC (“McDonald’s”) and Deutsche Bank Trust Company Americas, as amended, supplemented or otherwise modified to date;

2. Stock Pledge Agreement (Contrato de Prenda de Acciones y Cesion Fiduciaria con Fines de Garantia), dated as of August 3, 2007, among the lenders party to the Credit Agreement, LatAm, Arcos Dorados Caribbean Development Corp. (“ADCDC”), Compañia de Inversiones Inmobiliarias (C.I.I.) S.A. and Deutsche Bank Trust Company Americas, as amended, supplemented or otherwise modified to date;

3. Second Lien Brazilian Quota Pledge Agreement, dated as of August 3, 2007, among McDonald’s, as the pledgee, and LatAm, ADCDC and Arcos Dorados B.V., as amended, supplemented or otherwise modified, including pursuant to those certain amendments dated September 30, 2011 and October 13, 2020, which converted the agreement to a First Lien Brazilian Quota Pledge Agreement and to a First Lien Brazilian Share Pledge Agreement, respectively, and as further amended, supplemented or otherwise modified to date;

4. Ratification to Pledge Agreement, dated as of August 3, 2008, made by Arcos Dorados B.V., LatAm and ADCDC in favor of McDonald’s (the “McDonald’s U.S. Stock Pledge Agreement”), dated on or about August 3, 2007, among LatAm, McDonald’s and the other parties to the McDonald’s U.S. Stock Pledge Agreement;

5. Venezuelan Share Pledge Agreement, dated as of August 3, 2007, between LatAm, Management Operations Company and Deutsche Bank Trust Company Americas, as amended, supplemented or otherwise modified to date;

6. McDonald’s Aruba Deed of Pledge of Shares, dated on or about August 3, 2007, among McDonald’s, LatAm, McDonald’s Aruba N.V.;

7. McDonald’s Contrato de Prenda Abierta sobre Cuotas en Colombia, dated on or about August 3, 2007, among LatAm, ADCDC and McDonald’s;

8. McDonald’s Contrato de Prenda Abierta sobre Acciones en Colombia, dated on or about August 3, 2007, among LatAm, ADCDC and McDonald’s;

9. McDonald’s Netherlands Antilles Deed of Pledge of Shares, dated on or about August 3, 2007, among McDonald’s, LatAm and McDonald’s St. Maarten and Curaçao N.V.;

10. Second Lien Ecuadorian Stock Pledge Agreement, dated on or about August 3, 2007, between LatAm and McDonald’s;

11. McDonald’s Panamanian Stock Pledge Agreement, dated on or about August 3, 2007, between LatAm and Eduardo de Alba, as pledgors, and McDonald’s, as pledgee;

Sch. 3.02 - 2

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12. Constitución y Preconstitución de Garantía Mobiliaria de Segundo Rango sobre Acciones, dated on or about August 3, 2007, among LatAm, McDonald’s and Operaciones Arcos Dorados de Perú S.A.;

13. McDonald’s Uruguay Stock Pledge Agreement, dated on or about August 3, 2007, among McDonald’s, LatAm and Gauchito de Oro S.A.;

14. McDonald’s Uruguay Social Quotas Pledge Agreement, dated on or about August 3, 2007, among McDonald’s, LatAm, ADCDC and Arcos del Sur S.R.L.;

15. First Lien Quota Pledge Agreement dated as of March 2018, among McDonald’s Latin America, LLC, Arcos Dorados Group B.V. and Arcos Dorados Curacao, N.V., as amended, supplemented or otherwise modified to date;

16. Deed of Pledge of Shares, dated as of March 21, 2018, among McDonald’s, Arcos Dorados Group B.V. and Arcos Dorados Curacao N.V., as amended, supplemented or otherwise modified to date;

17. Pledge Agreement, dated as of September 29, 2020, among LatAm, Arcos Dorados Development B.V., Arcos Dourados Comercio de Alimentos, S.A., Woods W. Staton, Arcos Dorados Argentina S.A. and McDonald’s, with respect to the Equity Interests of Arcos Dorados Argentina S.A., as amended, supplemented or otherwise modified to date;

18. Chilean Deed of Pledge of Shares, dated as of July 2, 2024, between LatAm and McDonald’s, with respect to the Equity Interests of Arcos Dorados Restaurantes de Chile SpA, as amended, supplemented or otherwise modified to date; and

19. Pledge Certificate, dated as of July 9, 2024, between LatAm and McDonald’s, with respect to the Equity Interests of Arcos Dorados Restaurantes de Chile SpA, as amended, supplemented or otherwise modified to date.

Sch. 6.01(A) - 1

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SCHEDULE 6.01(B)

Secured Restricted Real Estate

Country Code	Property Number	Name	City	Province	Address	Parcel Size (sq. m.)	Building Size<br><br>(sq. m)	Property Type
ARG	51	Nuñez	Buenos Aires	Capital	Libertador 7112	2,955	676	Stand Alone
CHILE	5	KENNEDY	Santiago		Kennedy 5055	5,002	862	Stand Alone
VZ	31	La Castellana	Caracas		Av Eugenio Mendoza con 2da Transversal, frente a la Plaza La Castellana	2,449	1,096	Stand Alone
ARG	32	Florida	Buenos Aires	Capital	Florida 568	886	2,207	Street Retail
COL	6	CIUDAD SALITRE	BOGOTA		Carrera 68B No. 40A-30	4,127	551	Stand Alone
COL	1	ANDINO	BOGOTA		Carrera 11 No. 82-02 L 355	N/A	424	Shopping Mall
ARG	20	Cabildo y F. Lacroze	Buenos Aires	Capital	Av. Cabildo 756	1,546	447	Stand Alone
ARG	31	Florida	Buenos Aires	Capital	Florida 281	445	1,107	Street Retail

Sch. 6.01(B) - 1

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EXHIBIT A

FORM OF BORROWING NOTICE

GLAS USA LLC, as Administrative Agent 3 Second Street Suite 206 Jersey City NJ 07311 Attention: Milton Rodriguez E-mail: [***]; [***] and [***]

Date of this Notice: [month] [day], 20__

Attention:<br><br>Account Manager: [Name]<br><br>Phone: +1 [xxx xxx xxxx]<br><br>Facsimile: +1 [xxx xxx xxxx]<br><br>E-mail: [address]	Backup Account Manager: [Name]<br><br>Phone: 1 [xxx xxx xxxx]<br><br>Facsimile: +1 [xxx xxx xxxx]<br><br>E-mail: [address]

Re: Borrowing Notice under the Credit Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of September 30, 2025 (as amended, extended, supplemented or otherwise modified through the date hereof, the “Agreement”), among Arcos Dorados Holdings Inc. and Arcos Dorados B.V., as borrowers (together, the “Borrowers”), GLAS USA LLC, as administrative agent (in such capacity and together with its permitted successors and assigns, the “Administrative Agent”), the various Persons from time to time party thereto as lenders (the “Lenders”) and certain subsidiaries of the Borrowers from time to time party thereto as guarantors. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Agreement.

Pursuant to Section 2.02(a) of the Agreement, the Borrowers hereby irrevocably request:

(Please select one)<br><br>☐ a new Loan (and this notice constitutes a Borrowing Notice)<br><br>☐ a conversion of an outstanding Loan<br><br>☐ continuation of a Term SOFR Loan with a new Interest Period

as specified below:

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Outstanding Loan<br><br>☐ Not applicable (this is a new Loan)		New or resulting Loan1
Amount:	U.S.$ [Amount]	Amount:	☐ U.S.$ [Amount]<br><br>☐ Same as the Outstanding Loan
Date of initial funding:	[Date]<br><br>(the “Borrowing Date”)	Date of funding, conversion, or continuation:	[Date]***<br><br>(a Business Day)<br><br>(the “Borrowing Date”)
	☐ a Term SOFR Loan with current Interest Period of:<br><br>☐ 1 month<br><br>☐ 3 months<br><br>☐ 6 months<br><br>☐ a Daily Simple SOFR Loan	Type:	☐ a Term SOFR Loan with an Interest Period of:<br><br>☐ 1 month<br><br>☐ 3 months<br><br>☐ 6 months<br><br>☐ a Daily Simple SOFR Loan

*** No earlier than: (i) two (2) U.S. Government Securities Business Days in the case of a Term SOFR Loan; and (ii) one (1) U.S. Government Securities Business Day in the case of a Daily Simple SOFR Loan, in each case, after the date of this Borrowing Notice.

In the case of a new Loan, the undersigned hereby (i) certify that the conditions specified in Section 4.02 of the Agreement have been satisfied and (ii) direct the Administrative Agent to disburse the proceeds of the Loan on the Borrowing Date to [name of corresponding Borrower] the following account:

Name of the Bank:	[Name of the Bank]
Account Name:	[Borrower Name]
ABA Number:	[ABA Number]
Account Number:	[Account Number]

1 Note to form: Please seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) has been published by the competent authority, if the share of a Lender in any Borrowing requested by a Dutch Borrower is less than EUR 100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been published by the competent authority, if the Lender is considered to be part of the public on the basis of such interpretation.

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Very truly yours,

ARCOS DORADOS HOLDINGS INC.

By ______________________________ Name: Title:

Very truly yours,

ARCOS DORADOS B.V.

By ______________________________ Name: Title:

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EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: _____,

To: GLAS USA LLC, as Administrative Agent and the Lenders party to the Agreement (as defined below)

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of September 30, 2025 (as amended, extended, supplemented or otherwise modified from time to time, the “Agreement”), among Arcos Dorados Holdings Inc. (the “Parent Borrower”) a business company incorporated under the laws of the British Virgin Islands with company number 1619553 and its registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola VG1110, British Virgin Islands and Arcos Dorados B.V. (the “Dutch Borrower” and, together, the “Borrowers”) as borrowers, GLAS USA LLC, as administrative agent (in such capacity and together with its permitted successors and assigns, the “Administrative Agent”), the various Persons from time to time party thereto as lenders (the “Lenders”) and certain subsidiaries of the Borrowers from time to time party thereto as guarantors (the “Guarantors”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Agreement.

The undersigned [chief financial officer] [accounting officer] of the Parent Borrower hereby certifies (in its capacity as an officer of the Parent Borrower, and not in his/her personal capacity) as of the date hereof that he/she is the [chief financial officer] [accounting officer] of the Parent Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent and the Lenders on the behalf of and with respect to each such Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Such Borrower has delivered the year-end audited financial statements required by Section 5.01(a) of the Agreement for the fiscal year of such Borrower ended as of the above date certified by independent public accountants of nationally recognized standing.

[Use following paragraph 1 for fiscal quarter-end financial statements]

2. Such Borrower has delivered the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of such Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of such Borrower and its Subsidiaries in accordance with GAAP applied on a consistent basis as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

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3. A review of the activities of such Borrower during such fiscal period has been made by, or under the supervision of, the undersigned with a view to determining whether during such fiscal period such Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, no Default or Event of Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, the following is a list of Defaults and/or Events of Default that have occurred and are continuing and their nature and status:]

4. The calculations set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________.

ARCOS DORADOS HOLDINGS INC.
By:
	Name:
	Title: Authorized Signatory
ARCOS DORADOS B.V.
---	---
By:
	Name:
	Title: Authorized Signatory

For the Quarter/Year ended _____________ (“Statement Date”, and the period of four fiscal quarters ended on such date, the “Statement Period”)

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SCHEDULE 1 to the Compliance Certificate

(U.S.$ in 000’s)

I. Section 5.05 – Guarantors’ Share of Consolidated EBITDA.
A. Consolidated EBITDA of the Parent Borrower for Statement Period:
1. Consolidated Net Income of the Parent Borrower during Statement Period:	U.S.$_______
2. Consolidated Interest Expense of the Parent Borrower during Statement Period:	U.S.$_______
3. Consolidated Income Tax Expense of the Parent Borrower during Statement Period:	U.S.$_______
4. Consolidated Non-cash Charges of the Parent Borrower during Statement<br>Period:	U.S.$_______
5. any non-operating and/or non-recurring charges, expenses or losses<br>of the Parent Borrower and its Subsidiaries during Statement Period:	U.S.$_______
6. the amount of loss on any sale of accounts receivables and related assets to a Securitization Subsidiary in connection with a Permitted Receivables Financing:	U.S.$_______
7. all non-cash credits and gains increasing Consolidated Net Income<br>for the Parent Borrower during Statement Period:	U.S.$_______
8. all cash payments made the Parent Borrower and its Subsidiaries during Statement Period relating to non- cash charges that were added back in determining Consolidated EBITDA in any prior period:	U.S.$_______
9. non-operating and/or non-recurring income or gains (less all fees and expenses related thereto) increasing Consolidated Net Income of the Parent Borrower and its Subsidiaries during Statement Period:	U.S.$
10. Consolidated EBITDA (Line I.A.1 plus Line I.A.2 plus Line I.A.3<br>plus Line I.A.4 plus Line I.A.5 plus Line I.A.6 less Line I.A.7 less Line I.A.8 less Line I.A.9):	U.S.$_______
B. Consolidated EBITDA attributable to Guarantors:
1. portion of Consolidated EBITDA attributable to the Guarantors within the Territory of Brazil on a Combined/Consolidated Basis	U.S.$_______

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2. portion of Consolidated EBITDA attributable to the Guarantors within the Territory of Costa Rica on a Combined/Consolidated Basis	U.S.$_______
3. portion of Consolidated EBITDA attributable to the Guarantors within the Territory of Panama on a Combined/Consolidated Basis	U.S.$_______
[4.] [portion of Consolidated EBITDA attributable to the Guarantors within the Territory of ]	U.S.$_______
[5]. Consolidated EBITDA (Line I.B.1 plus Line I.B.2 plus Line I.B.3 [plus Line I.B.4]):2	U.S.$_______
C. Guarantors’ share of Consolidated EBITDA (Line I.B.[5] divided by Line I.A.10):	_____%
Minimum permitted:	[●]%
II. Section 6.06 – Consolidated Net Indebtedness to EBITDA Ratio.
A. Consolidated Net Indebtedness of Parent Borrower as at Statement Date:
1. Consolidated Indebtedness:	U.S.$_______
2. cash and cash equivalents and consolidated marketable securities recorded as current assets (except for any Capital Stock in any Person):	U.S.$_______
3. Consolidated Net Indebtedness (Line II.A1 less Line II.A.2):	U.S.$_______
B. Consolidated EBITDA for Statement Period (from Line I.A.10):	U.S.$_______
C. Consolidated Net Indebtedness to EBITDA Ratio (Line II.A.3 – I.A.10):
Maximum permitted:
As of the last day of fiscal quarter ended [[●], 20__]:	[●] to [●]
As of the last day of fiscal quarter ended [[●], 20__] and the last day of each fiscal quarter thereafter:	[●] to [●]

2 Note to form: Include if there are any Additional Guarantors and insert additional lines as necessary.

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EXHIBIT C-1

FORM OF LOAN PARTIES’ NEW YORK COUNSEL OPINION

[Attached]

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September [●], 2025

To: GLAS USA LLC, as Administrative Agent, and each of the Lenders listed on the signature pages of the Credit Agreement referred to below.

Ladies and Gentlemen:

We have acted as special New York counsel for Arcos Dorados Holdings Inc. (the “Parent Borrower”) and Arcos Dorados B.V. (the “Dutch Borrower” and, together with the Parent Borrower, the “Borrowers”) and each of Arcos Dorados Argentina S.A., Arcos Dourados Comércio de Alimentos S.A., Arcos Dourados Restaurantes Ltda., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Arcos Dorados Puerto Rico, LLC, Golden Arch Development LLC (the “Delaware Guarantor”) and Arcos Dorados Restaurantes de Chile, SpA (collectively, the “Guarantors”) in connection with the revolving credit agreement dated as of September [], 2025 (the “Credit Agreement”) among, inter alios, the Borrowers, the Guarantors, the lenders listed on the signature pages thereof (the “Lenders”) and GLAS USA LLC, as administrative agent (the “Administrative Agent”). Terms used herein (but not defined herein) have the meanings assigned to them in the Credit Agreement. The Borrowers and the Guarantors are sometimes hereinafter collectively referred to as the “Loan Parties”, and each a “Loan Party”.

We have reviewed an executed copy of the Credit Agreement.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and certificates of public officials and officers or representatives of the Loan Parties and have conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion letter. In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers or representatives of the Loan Parties that we reviewed were and are accurate and (vi) all representations made by the Loan Parties as to matters of fact in the documents that we reviewed were and are accurate. In addition, we have relied as to certain matters of fact upon the officer’s certificate delivered to us and dated as of the date hereof.

Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that:

1. The Delaware Guarantor is a limited liability company validly existing and in good standing under the laws of the State of Delaware.

2. The execution, delivery and performance by the Delaware Guarantor of the Credit Agreement are within its limited liability company powers and have been duly authorized by all necessary limited liability company action. The Delaware Guarantor has duly executed and delivered the Credit Agreement.

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3. The execution, delivery and performance by each Loan Party of the Credit Agreement (a) require no action by or in respect of, or filing with, any governmental body, agency or official under United States federal or New York State law, and (b) do not on the date hereof contravene, or constitute a default under, any provision of (i) (x) applicable United States federal or New York State statutory law and (y) with respect to the Delaware Guarantor, the Delaware Limited Liability Company Act, in each case, that in our experience is normally applicable to general business corporations or general business limited liability companies, as applicable, in relation to transactions of the type contemplated by the Credit Agreement or (ii) in the case of the Delaware Guarantor, the limited liability company agreement of the Delaware Guarantor.

4. The Credit Agreement constitutes a valid and binding agreement of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.

5. None of the Loan Parties is required to register as an “investment company” under the Investment Company Act of 1940, as amended.

6. The borrowings of the Loans under the Credit Agreement on the date hereof and the use of proceeds thereof on the date hereof as contemplated by the Credit Agreement do not violate Regulation U or X of the Board of Governors of the Federal Reserve System.

The foregoing opinions are subject to the following assumptions and qualifications:

(a) Our opinion in paragraph 4 above (i) is subject to (x) applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally (and the validity and the enforceability of indemnification provisions may be limited by federal or state laws or policies underlying such laws), (y) concepts of reasonableness, good faith and fair dealing and (z) equitable principles of general applicability, and (ii) may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights.

(b) We express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law on the opinions expressed above or (ii) any provision of the Credit Agreement that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provisions of applicable law by limiting the amount of any Loan Party’s obligations.

(c) We express no opinion as to any provision in the Credit Agreement that purports to (i) indemnify any Person for its own gross negligence or willful misconduct or (ii) grant any Person a right to specific performance or to receive liquidated damages.

(d) We express no opinion as to any provision in the Credit Agreement that purports to create rights of set-off in favor of participants or that provides for set-off to be made otherwise than in accordance with applicable laws.

(e) We express no opinion as to any provision in the Credit Agreement that purports to waive objections to venue, claims that a particular jurisdiction is an inconvenient forum or the like.

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(f) We express no opinion as to whether a New York State or United States federal court would enforce the exclusivity of the jurisdiction of any New York State or United States federal court provided for in the Credit Agreement.

(g) We express no opinion as to the validity, binding effect or enforceability of any provision of the Credit Agreement that permits the Administrative Agent, a Lender or any other Person to collect any portion of the stated principal amount of any Loan upon acceleration or prepayment thereof to the extent determined to constitute unearned interest.

(h) We express no opinion as to whether a United States federal court would have subject- matter or personal jurisdiction over a controversy arising under the Credit Agreement.

(i) Except as expressly set forth in paragraphs 5 and 6 above, we express no opinion as to United States federal or any state securities laws. We express no opinion as to the Foreign Investment Risk Review Modernization Act of 2018 and any other laws, rules, regulations or orders promulgated or administered by The Committee on Foreign Investment in the United States.

(j) We express no opinion as to the right, title or interest of any Loan Party in or to any collateral or the value given therefor.

(k) We note the possible unenforceability in whole or in part of certain remedial provisions of, and acknowledgments and waivers contained in, the Credit Agreement, although the inclusion of such provisions does not render the Credit Agreement invalid. In addition, we note that any foreclosures or other exercises of remedies by the Administrative Agent, any Lender or any other Person may require additional approvals and consents that have not been obtained from regulators and from lenders to, and suppliers, customers or other contractual counterparties of, the Loan Parties (including pursuant to intercreditor agreements and similar arrangements) and failure to obtain such approvals or consents could result in a default under, or a breach of, the agreements or other legal obligations of the Loan Parties.

(l) We express no opinion as to provisions in the Credit Agreement which subject the Loan Parties to any claim for deficiency resulting from a judgment being rendered in a currency other than the currency called for in the Credit Agreement, and we express no opinion as to (i) whether a New York State or United States federal court would render or enforce a judgment in a currency other than U.S. Dollars or (ii) the exchange rate that such a court would use in rendering a judgment in U.S. Dollars in respect of an obligation in any other currency.

(m) We have assumed, without any independent verification, that (i) each party to the Credit Agreement (other than the Delaware Guarantor) is validly existing and, to the extent applicable, in good standing under the laws of its jurisdiction of incorporation, formation or organization, (ii) each party to the Credit Agreement (other than the Delaware Guarantor) has duly executed and delivered the Credit Agreement, (iii) the execution, delivery and performance by each party to the Credit Agreement are within its corporate powers, have been duly authorized by all necessary corporate action on the

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part of such party and do not contravene the articles or certificate of incorporation or bylaws or other constitutive documents, as the case may be, of such party, except that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Delaware Guarantor, (iv) the execution, delivery and performance by each party to the Credit Agreement do not require any action by or in respect of, or filing with, any governmental body, agency or official (other than under United States federal or New York State law) and (v) the execution, delivery and performance by each party to the Credit Agreement do not contravene, or constitute a default under, any law, rule or regulation (other than United States federal and New York State statutory laws and, in the case of the Delaware Guarantor, the Delaware Limited Liability Company Act, in each case that in our experience are normally applicable to general business corporations or general business limited liability companies, as applicable, in relation to transactions of the type contemplated by the Credit Agreement) or any order, injunction, decree, agreement, contract or instrument to which it is a party or by which it or its property is bound.

(n) We express no opinion on the effectiveness of any service of process made other than in accordance with applicable law.

(o) We express no opinion as to the effect (if any) of any law of any jurisdiction (except the State of New York) in which any Lender is located which may limit the rate of interest that such Lender may charge or collect.

(p) As to various provisions in the Credit Agreement that grant the Administrative Agent, the Lenders or other Persons certain rights to make determinations or take actions in their discretion, we assume that such discretion will be exercised in good faith and in a commercially reasonable manner.

(q) We express no opinion with respect to Section 10.17 of the Credit Agreement.

(r) We express no opinion as to the enforceability of any guarantee to the extent such guarantee would result in or require any Loan Party to guarantee a swap obligation if the applicable Loan Party is not an eligible contract participant under the Commodity Exchange Act.

(s) The enforceability in the United States of Section 10.13 of the Credit Agreement is subject to the limitations set forth in the United States Foreign Sovereign Immunities Act of 1976.

The foregoing opinions are limited to the laws of the State of New York, the federal laws of the United States of America and, with respect to paragraphs 1 and 2 above and clauses (b)(i)(y) and (b)(ii) of paragraph 3 above only, the Delaware Limited Liability Company Act, except that we express no opinion as to any law, rule or regulation that is applicable to any Loan Party, the Credit Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to the Credit Agreement or any of its affiliates due to the specific assets or business of such party or such affiliate.

This opinion letter is delivered to you in connection with the above matter. This opinion letter may not be relied upon by you for any other purpose or relied upon by or delivered to any other Person without

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our prior written consent; except that that (a) this opinion letter may be relied upon as of its date by any of your respective successors and assigns that in each case becomes a Lender under the Credit Agreement in accordance with the provisions of Section 10.05 thereof, as if it were addressed and delivered to such Person as a Lender and an addressee hereof on the date hereof (it being understood that (x) any reliance by such Person on this opinion letter must be actual and reasonable under the circumstances existing at the time such Person becomes a Lender and (y) we have no responsibility or obligation to update this opinion letter, to consider its applicability or correctness to any Person other than its original addressee(s) as of the date hereof, or to take into account changes in law, facts or any other developments (including, without limitation, amendments or modifications of the Credit Agreement) after the date hereof) and (b) this opinion letter may be delivered to, but may not be relied upon by, (i) governmental or regulatory authorities (including any self-regulatory organizations) having jurisdiction over you which require you to furnish this opinion letter, or to any bank and insurance company examiner having jurisdiction over a Lender which requires such Lender to furnish this opinion letter, (ii) designated Persons pursuant to an order or legal process of any court or governmental agency having jurisdiction over you; and (iii) any of your independent auditors, accountants and attorneys; provided that, in the case of any disclosure pursuant to clauses (b)(i) through (b)(iii) above, (1) such disclosure is made solely to enable any such Person to be informed that an opinion has been given and to be made aware of its contents but not for the purposes of reliance, (2) we do not assume any duty or liability to any Person to whom such disclosure is made and (3) other than in the case of any disclosure pursuant to clauses (b)(i) and (b)(ii) above, such Person agrees not to further disclose this opinion letter or its contents to any other Person, other than as permitted above, without our prior written consent.

Very truly yours,

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EXHIBIT C-2

FORM OF LOAN PARTIES’ BRITISH VIRGIN ISLANDS COUNSEL OPINION

[Attached]

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Draft dated [●] September 2025

The Addressees named in Schedule I (together, the “Addressees”)

[●] September 2025 Arcos Dorados Holdings Inc. (the “Company”)

We have acted as counsel as to British Virgin Islands law to the Company in connection with the entry by the Company into the Transaction Documents (as defined below).

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the “Registry of Corporate Affairs”) on [●] 2025, including the Company’s Certificate of Incorporation and its Memorandum and Articles of Association (the “Memorandum and Articles”).

1.2 A list of the Company’s directors provided by the Registry of Corporate Affairs dated [●] 2025 (a copy of which is attached as Annexure A) (the “Registry List of Directors”).

1.3 The records of proceedings available from a search in respect of the Company of the electronic records maintained on the Judicial Enforcement Management System and the E-Litigation Portal from 1 January 2000 and available for inspection on [●] 2025 at the British Virgin Islands High Court Registry (the “High Court Registry”).

1.4 The extract from the minutes of the meeting of the board of directors of the Company held on 31 July 2025 (the “Resolutions”).

1.5 A Certificate of Incumbency dated [●] 2025, issued by Maples Corporate Services (BVI) Limited, the Company’s registered agent, (a copy of which is attached as Annexure B) (the “Registered Agent’s Certificate”).

1.6 A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated [●] 2025 (the “Certificate of Good Standing”).

1.7 A certificate from a director of the Company (a copy of which is attached as Annexure C) (the “Director’s Certificate”).

1.8 The transaction documents listed in Schedule II (the “Transaction Documents”).

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2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registry List of Directors, the Registered Agent’s Certificate, the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Transaction Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2.2 The Transaction Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2.3 The choice of the Relevant Law as the governing law of the Transaction Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the United States District Court sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and any appellate court from any thereof (the “Relevant Jurisdiction”) and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the British Virgin Islands).

2.4 Where a Transaction Document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered by all parties thereto in materially the same form as the last version provided to us and, where we have been provided with successive drafts of a Transaction Document marked to show changes to a previous draft, all such changes have been accurately marked.

2.5 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.6 All signatures, initials and seals are genuine.

2.7 That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

2.8 The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents.

2.9 There is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Transaction Documents.

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2.10 No monies paid to or for the account of any party under the Transaction Documents represent or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct Act (As Revised)).

2.11 There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.

2.12 None of the parties to the Transaction Documents (other than the Company) is a company incorporated, or a partnership or foreign company registered, under applicable British Virgin Islands law and all the activities of such parties in relation to the Transaction Documents and any transactions entered into thereunder have not been and will not be carried on through a place of business in the British Virgin Islands.

2.13 The Company is not a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

2.14 Payment obligations of the Company under the Transaction Documents are unsubordinated and undeferred as a contractual matter under the governing law of the Transaction Documents and the parties to the Transaction Documents do not subsequently agree to subordinate or defer their claims.

2.15 There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (As Revised) (the “Act”), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

3.2 The Company has all requisite power and authority under the Memorandum and Articles to enter into, execute and perform its obligations under the Transaction Documents.

3.3 The execution and delivery of the Transaction Documents do not, and the performance by the Company of its obligations under the Transaction Documents will not, conflict with or result in a breach of any of the terms or provisions of the Memorandum and Articles or any law, public rule or regulation applicable to the Company currently in force in the British Virgin Islands.

3.4 The execution, delivery and performance of the Transaction Documents have been authorised by and on behalf of the Company and, upon the unconditional delivery of the Transaction Documents by Luis Raganato, Mariano Tannenbaum, Lucas Brizuela or Juan David Bastidas for and on behalf of the Company, the Transaction Documents will have been duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

3.5 No authorisations, consents, approvals, licences, validations or exemptions are required by law from any governmental authorities or agencies or other official bodies in the British Virgin Islands in connection with:

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(a) the execution, creation or delivery of the Transaction Documents by and on behalf of the Company;

(b) enforcement of the Transaction Documents against the Company; or

3.6 With the exception of filing fees charged by the Registry of Corporate Affairs in respect of any optional filings made at the Registry of Corporate Affairs no taxes, fees or charges (including stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the British Virgin Islands under the laws of the British Virgin Islands in respect of:

(a) the execution or delivery of the Transaction Documents;

(b) the enforcement of the Transaction Documents; or

Companies incorporated or registered under the Act are currently exempt from income and corporate tax. In addition, the British Virgin Islands does not levy capital gains tax on companies incorporated or registered under the Act. There is no applicable statutory usury or interest limitation law in the British Virgin Islands which would restrict the recovery of payments or the performance by the Company of its obligations under the Transaction Documents.

3.7 The courts of the British Virgin Islands will observe and give effect to the choice of the Relevant Law as the governing law of the Transaction Documents.

3.8 Based solely on our inspection of the High Court Registry there were no actions or petitions pending against the Company in the High Court of the British Virgin Islands as at the time of our search on [●] 2025.

3.9 On the basis of our searches conducted at the Registry of Corporate Affairs and at the High Court Registry, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act (As Revised) that notice of appointment of a receiver be registered with the Registry of Corporate Affairs under section 118 of the Insolvency Act (As Revised). However, it should be noted that the absence of a registered notice of appointment of a receiver is not conclusive as to there being no existing appointment of a receiver in respect of the Company or its assets.

3.10 On the basis of our search conducted at the Registry of Corporate Affairs, no charge created by the Company has been registered pursuant to section 163 of the Act.

3.11 The submission by the Company in the Transaction Documents to the exclusive jurisdiction of the courts of the Relevant Jurisdiction is legal, valid and binding on the Company assuming that the same is true under the governing law of the Transaction Documents and under the laws, rules and procedures applying in the courts of the Relevant Jurisdiction.

3.12 On the basis of our search at the Registry of Corporate Affairs, the registered office of the Company is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

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3.13 Service of a document may be effected on the Company by addressing the document to the Company and leaving it at, or sending it by a prescribed method to (a) the Company’s registered office or (b) the office of the Company’s registered agent. The prescribed methods are:

(a) by properly addressing, preparing and posting an envelope containing the document to the address for service;

(b) by personal service;

(d) by email attaching the document, provided the document is legible.

3.14 The appointment by the Company in the Credit Agreement of Cogency Global Inc. of 122 East 42nd Street, 18th Floor, New York, NY 10168 as its agent to accept service of process in the Relevant Jurisdiction is legal, valid and binding on the Company assuming the same is true under the governing law of the Credit Agreement.

3.15 Any final and conclusive monetary judgment obtained against the Company in the courts of the Relevant Jurisdiction (the “Foreign Judgment”) in respect of the Transaction Documents, for a definite sum, would be treated by the courts of the British Virgin Islands as a cause of action in itself such that in seeking to have the courts of the British Virgin Islands recognise and enforce the Foreign Judgment in the form of and by means of a corresponding judgment of the British Virgin Islands court, no retrial of the issues would be necessary provided that in respect of the Foreign Judgment:

(a) the foreign court issuing the Foreign Judgment had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

(b) the Foreign Judgment given by the foreign court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the Company;

(c) in obtaining the Foreign Judgment there was no fraud on the part of the person in whose favour the Foreign Judgment was given or on the part of the court;

(d) recognition or enforcement of the Foreign Judgment in the British Virgin Islands would not be contrary to public policy; and

(e) the proceedings pursuant to which the Foreign Judgment was obtained were not contrary to natural justice.

3.16 It is not necessary to be licensed, qualified or otherwise entitled to carry on business in, or otherwise registered with, any governmental or other authority of or in the British Virgin Islands in order to claim and enforce in the British Virgin Islands any right in the Transaction Documents.

3.17 It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Transaction Documents that any document be filed, recorded or enrolled with any governmental authority or agency or any official body in the British Virgin Islands.

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3.18 None of the parties to the Transaction Documents (other than the Company) is or will be treated as resident, domiciled or carrying on or transacting business in the British Virgin Islands solely by reason of the negotiation, preparation or execution of the Transaction Documents.

3.19 The Company is not entitled to any immunity under the laws of the British Virgin Islands whether characterised as sovereign immunity or otherwise for any legal proceedings in the British Virgin Islands to enforce or to collect upon the Transaction Documents.

3.20 There is no exchange control legislation under British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law.

3.21 The payment obligations of the Company under the Transaction Documents rank and will rank at least pari passu with all its other present and future unsecured obligations (other than those preferred by law).

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 The obligations assumed by the Company under the Transaction Documents will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

(a) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b) enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c) some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e) the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant obligation;

(f) arrangements that constitute penalties will not be enforceable;

(g) enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

(h) an agreement made by a person in the course of carrying on unauthorised financial services business is unenforceable against the other party under section 50F of the Financial Services Commission Act (As Revised);

(i) provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

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(j) the courts of the British Virgin Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Transaction Documents in matters where they determine that such proceedings may be tried in a more appropriate forum;

(k) any provision of a Transaction Document that is governed by British Virgin Islands law which expresses any matter to be determined by future agreement may be void or unenforceable;

(l) we reserve our opinion as to the enforceability of the relevant provisions of a Transaction Document to the extent that it purports to grant exclusive jurisdiction as there may be circumstances in which the courts of the British Virgin Islands would accept jurisdiction notwithstanding such provisions; and

(m) a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Transaction Documents whereby the Company covenants to restrict the exercise of powers specifically given to it under the Act including, without limitation, the power to increase its maximum number of shares, amend its memorandum and articles of association or present a petition to a British Virgin Islands court for an order to wind up the Company.

4.2 Applicable court fees will be payable in respect of enforcement of the Transaction Documents.

4.3 To maintain the Company in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands, annual filing fees must be paid, and certain statutory filings and returns made to the Registrar of Corporate Affairs within the time frame prescribed by law. As a consequence of a failure to pay annual filing fees, or to make certain filings or returns, on time, or to demonstrate compliance with certain statutory economic substance requirements where relevant, the Company may be liable to be struck off the register of companies and dissolved.

4.4 We express no opinion as to the application of, or the Company’s compliance with, the British Virgin Islands economic substance regime.

4.5 Preferred creditors under British Virgin Islands law will rank ahead of unsecured creditors of the Company. Furthermore, all costs, charges and expenses properly incurred in the winding up of a company, including the remuneration of the liquidators, are payable out of the assets of the company in priority to all other unsecured claims.

4.6 The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions extended to the British Virgin Islands by Orders in Council and/or sanctions imposed by governmental or regulatory authorities or agencies in the British Virgin Islands under British Virgin Islands legislation.

4.7 A certificate, determination, calculation or designation of any party to the Transaction Documents as to any matter provided therein might be held by a British Virgin Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

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4.8 We reserve our opinion as to the extent to which the courts of the British Virgin Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Documents and enforce the remainder of the Transaction Documents or the transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction Documents in this regard.

4.9 We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non- British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in a Transaction Document.

4.10 We express no view as to the commercial terms of the Transaction Documents or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

4.11 The search of records of proceedings available at the High Court Registry would not reveal any proceeding which has been placed under seal or anonymised (whether by order of the Court or pursuant to the practice of the High Court Registry).

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents and express no opinion or observation upon the terms of any such document.

This opinion letter is addressed to and for the benefit solely of the Addressees and any other person who from time to time becomes a Lender or the Administrative Agent (as defined in the Credit Agreement) and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed (in whole or part) to any other person without our prior written consent other than on a strictly non-reliance basis (a) to any affiliates insurers and reinsurers of any addressee; (b) to professional advisers of the Addressees, (c) to any authority, regulator or self-regulatory body upon request, (d) if required by applicable law, court order or regulations or in connection with a legal proceeding, and (e) where required by the rules of any stock exchange on which the shares or securities of any Lender or its affiliates are listed.

Yours faithfully

Maples and Calder

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Schedule I Addressees

1. JPMorgan Chase Bank, N.A., as Lender

2. Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as Lender

3. Banco Santander (Brasil) S.A. - Grand Cayman Branch, as Lender

4. Bank of America, N.A., as Lender

5. BNP Paribas, as Lender

6. Banco de Crédito del Perú, as Lender

7. FirstBank Puerto Rico, as Lender

8. Glas USA LLC, as Administrative Agent

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Schedule II Transaction Documents

1. An executed copy of the US$200,000,000 New York law governed credit agreement dated as of [●] 2025 (the “Credit Agreement”) among the Company and Arcos Dorados B.V. (the “Borrowers”), certain subsidiaries of the Borrowers as Guarantors, the Lenders party thereto and GLAS USA LLC as Administrative Agent.

2. The fee letter dated [●] 2025 addressed to the Borrowers to be entered into by JPMorgan Chase Bank, N.A. and accepted and agreed by the Borrowers, including the Company.

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Annexure A Registry List of Directors

[See attached]

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Annexure B Registered Agent’s Certificate

[See attached]

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Annexure C Director’s Certificate

To: Maples and Calder Kingston Chambers PO Box 173 Road Town Tortola VG1110 British Virgin Islands

[●] 2025

Arcos Dorados Holdings Inc. (the “Company”)

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion in relation to certain aspects of British Virgin Islands law (the “Opinion”). Unless otherwise defined herein, capitalised terms used in this certificate have the meaning given to them in the Resolutions (as defined below) and / or the Opinion. I hereby certify that:

1 The Memorandum and Articles of Association of the Company registered on 17 March 2011 remain in full force and effect and are unamended.

2 The minutes of the meeting of the board of directors held on 31 July 2025 at which the Transaction Documents were approved (the “Resolutions”) are a true and correct record of the proceedings of the meeting, which was duly convened and held, and at which a quorum was present throughout and at which each director disclosed their interest (if any), in the manner prescribed in the Memorandum and Articles, and the resolutions passed at such meeting have not been amended, varied or revoked in any respect.

3 The members of the Company (the “Members”) have not restricted or limited the powers of the directors of the Company in any way.

4 The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows: Woods White Staton Welten, Sergio Daniel Alonso, Annette Virginia Franqui, Carlos Hernandez-Artigas, Michael Chu, Jose Alberto Velez Cadavid, Jose Raul Fernandez, Francisco Alberto Staton Seltzer, Marcelo Rabach, Cristina Presz Palmaka De Luca and Karla Paola Berman Martin.

5 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent’s Certificate was prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

6 The Company has not created any charges over any of its property or assets.

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7 Each Transaction Document has been executed and unconditionally delivered by [Luis Raganato, Mariano Tannenbaum, Lucas Brizuela or Juan David Bastidas]3 for and on behalf of the Company.

8 Prior to, at the time of, and immediately following execution of the Transaction Documents the Company was, or will be, able to pay its debts as they fell, or fall, due, and the transactions to which the Transaction Documents relate will not cause the Company to become unable to pay its debts as they fall due. The Company has entered, or will enter, into the Transaction Documents for proper value, not with an intention to defraud or wilfully defeat an obligation owed to any creditor and the transactions contemplated thereby do not and will not give any creditor an unfair preference.

9 Neither the Company nor any of its subsidiaries (if any) has an interest in any land in the British Virgin Islands.

10 Each director of the Company considers the transactions contemplated by the Transaction Documents to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

11 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors and/or Members taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets.

12 The Company has at no time had employees.

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion, unless I shall have previously notified you in writing personally to the contrary.

Signature:
Name:
Title:	Director

3 Maples Note: Delete as applicable.

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EXHIBIT C-3

FORM OF LOAN PARTIES’ DUTCH COUNSEL OPINION

[Attached]

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ATTORNEYS • CIVIL LAW NOTARIES • TAX ADVISERS

One Rockefeller Plaza New York, [●], 2025

New York, N.Y. 10020

T (212) 218-2990 The Addressees

Dear Addressees:

This opinion letter is rendered to you at your request.

We have acted as legal counsel as to Dutch law to Arcos Dorados B.V., in connection with the Credit Agreement.

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A. The headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.

This opinion letter is addressed solely to you. It may only be relied upon by you in connection with the Credit Agreement. It does not purport to address all matters of Dutch law that may be of relevance to you with respect to the Credit Agreement. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in the Credit Agreement or any other document reviewed in connection with this opinion letter, except as expressly confirmed in this opinion letter.

The contents of this opinion letter may not be quoted, otherwise included, summarised or referred to in any publication or document or disclosed to any other party, in whole or in part, for any purpose, without our prior written consent, except that a copy of this opinion letter may be disclosed on a need-to-know and non- reliance basis to:

a. your affiliates and persons who, in the ordinary course of business, have access to your papers and records;

b. any person disclosure to whom is required by any applicable law, regulation or court order, or pursuant to the rules of any supervisory or regulatory authority, or in connection with any judicial, administrative or arbitral proceedings, investigations or disputes;

Amsterdam Brussels London Luxemburg New York Rotterdam

NautaDutilh New York P.C., registered as a foreign professional service corporation in the State of New York, is a partnership under Dutch law of NautaDutilh USA B.V. and NautaDutilh New York B.V., which have their seat at Rotterdam, the Netherlands and are recorded in the Rotterdam commercial register under numbers 24408754 and 24235632, respectively. The lawyers and tax advisers of NautaDutilh New York P.C. do not practice or provide advice on New York law.

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c. actual or potential participants, potential transferees or assignees of you or any other person that becomes or intends to become “Lender” pursuant to and as defined in the Credit Agreement (and their advisors);

d. your insurers for the purpose of evaluating any actual or potential claim;

e. your legal advisors, accountants, bank auditors, examiners, professional advisers and regulators for the exclusive purpose of rendering their opinion in relation to this transaction;

f. persons in judicial, regulatory or arbitral proceedings to establish any action you may wish to advance in connection with the Credit Agreement;

g. the officers and employees of any of the persons mentioned herebefore; and

h. any stock exhanges, the Financial Industry Regulatory Authority (FINRA) and the National Futures Association (NFA).

In any of the above cases, disclosure is allowed only on the conditions that (i) we do not assume any duty or liability to any person to whom such disclosure is made, and (ii) (other than in relation to disclosure under paragraph b. above) such person shall not further disclose this opinion letter or its contents, in whole or in part, to any other person, other than as permitted above, without our prior written consent.

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and relied upon pdf copies of the Credit Agreement and the Corporate Documents and we have assumed that the Credit Agreement has been entered into for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Dutch courts, the General Court and the Court of Justice of the European Union. For purposes of the opinions expressed in paragraph 6 (No Violation of Law) and paragraph 7 (No Authorizations, Consents or Approvals) we have given regard only to those laws that we, having exercised customary professional diligence, would reasonably be expected to recognize as being applicable to an entity, transaction or agreement to which this opinion letter relates. We do not express any opinion on tax law, regulatory law (except for the opinion expressed in paragraph 7 (No Authorizations, Consents or Approvals)), Dutch or European competition law, data protection law or securitization law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Dutch law subsequent to today’s date.

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The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Dutch law. This opinion letter may only be relied upon by you, and our willingness to render this opinion letter is based, on the condition that you accept and agree that (i) the competent courts at Amsterdam, the Netherlands have exclusive jurisdiction to settle any issues of interpretation or liability arising out of or in connection with this opinion letter, (ii) any legal relationship arising out of or in connection with this opinion letter (whether contractual or non-contractual), including the above agreement as to jurisdiction, is governed by Dutch law, (iii) any liability arising out of or in connection with this opinion letter shall be limited to the amount which is paid out under NautaDutilh’s insurance policy in the matter concerned and (iv) no person other than NautaDutilh may be held liable in connection with this opinion letter.

In this opinion letter, legal concepts are expressed in English terms. The Dutch legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Dutch legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

General Assumptions

a. each copy of a document conforms to the original, each original is authentic, and each signature is the genuine signature of the individual purported to have placed that signature;

b. if any signature under any document is an electronic signature (as opposed to a handwritten (“wet ink”) signature) only, the method used for signing is sufficiently reliable;

Corporate Law Assumptions

c. the Deed of Incorporation is a valid notarial deed and has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar);

d. (i) no regulations (reglementen) have been adopted by any corporate body of the Dutch Company and (ii) the Articles of Association are the Dutch Company’s articles of association currently in force. The Extract supports item (ii) of this assumption;

e. the Dutch Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted (omgezet) into another legal form, either national or foreign, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard), been granted a suspension of payments (surseance van betaling verleend), or started or become subject to statutory proceedings for the restructuring of its debts (akkoordprocedure) or (vi) been made subject to similar proceedings in any jurisdiction or otherwise been limited in its power to dispose of its assets. The Extract and our inquiries of today with the Insolvency Registers support the items (i) through (v) (except for any statutory proceedings for the restructuring of debts (akkoordprocedure) that have not, or not yet, been filed in the Insolvency Registers) of this assumption. However, this information does not constitute conclusive evidence that the events set out in items (i) through (v) have not occurred;

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f. the resolutions recorded in the Resolutions are in full force and effect, and the factual statements made and the confirmations given in the Resolutions are complete and correct;

g. the Power of Attorney (i) is in full force and effect, and (ii) under any applicable law other than Dutch law, validly authorises the person or persons purported to be granted power of attorney, to represent and bind the Dutch Company for the purposes stated therein; and

Foreign Law Assumption

h. under any applicable law (other than, in relation to the Dutch Company, Dutch law) the Credit Agreement constitutes the legal, valid and binding obligations of the persons expressed to be a party thereto, enforceable against them in accordance with their terms.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

Corporate Status

1. The Dutch Company is validly existing as a besloten vennootschap met beperkte aansprakelijkheid.

Corporate Power

2. The Dutch Company has the corporate power to enter into the Credit Agreement and to perform its obligations thereunder. The Dutch Company does not violate any provision of its Articles of Association by entering into the Credit Agreement or performing its obligations thereunder.

Corporate Action

3. The Dutch Company has taken all corporate action required by its Articles of Association and Dutch law in connection with entering into the Credit Agreement and the performance of its obligations thereunder.

Valid Signing

4. The Credit Agreement has been validly signed on behalf of the Dutch Company.

Process Agent

5. Assuming the validity under the laws of the State of New York of the appointment by the Dutch Company of Cogency Global Inc. as its agent for the purpose and to the extent described in Section 10.12 of the Credit Agreement, there is no reason under Dutch law why a valid service of process for purposes of proceedings in the New York Courts on Cogency Global, Inc. as agent of the Dutch Company could not be invoked against the Dutch Company. We believe a valid and timely service of process under the laws of the State of New York on Cogency Global, Inc. as agent of the Dutch Company to file a proper defense, would be considered proper service of process, but there is no statutory or case-law confirming this.

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No Violation of Law

6. The entering into of the Credit Agreement by the Dutch Company and the performance by the Dutch Company of its obligations thereunder does not in itself result in a violation of Dutch law.

No Authorizations, Consents or Approvals

7. No authorization, consent, approval, license or order from or notice to or filing with any regulatory or other authority or governmental body of the Netherlands is required by the Dutch Company in connection with its entering into the Credit Agreement or the performance of its obligations thereunder.

No Immunity

8. The Dutch Company does not enjoy any right of immunity from legal proceedings in the Netherlands in relation to the Credit Agreement, it cannot claim immunity from the enforcement of judgments of Dutch courts and its assets located in the Netherlands do not enjoy immunity from attachment or enforcement in the Netherlands.

The opinions expressed above are subject to the following qualifications:

General Qualification

A. As Dutch lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Credit Agreement under the applicable law and the obligations of the parties to the Credit Agreement and we have made no investigation of that meaning and purport. Our review of the Credit Agreement and of any other documents subject or expressed to be subject to any law other than Dutch law has therefore been limited to the terms of these documents as they appear to us on their face.

Corporate Law Qualifications

B. The opinion expressed in paragraph 1 (Corporate Status) of this opinion letter must not be read to imply that the Dutch Company cannot be dissolved (ontbonden). A company such as the Dutch Company may be dissolved, inter alia by the competent court at the request of the company’s management board, any interested party (belanghebbende) or the public prosecution office in certain circumstances, such as when there are certain defects in the incorporation of the company. Any such dissolution will not have retro-active effect.

C. The Extract does not constitute conclusive evidence of the facts reflected therein.

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D. Pursuant to Article 2:7 DCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its liquidator in bankruptcy proceedings (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Dutch Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in that legal entity’s articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction.

E. The opinions expressed in this opinion letter may be limited or affected by:

a. rules relating to Insolvency Proceedings or similar proceedings under a foreign law and other rules affecting creditors’ rights generally;

b. the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available in other jurisdictions to insolvency practitioners and insolvency office holders in bankruptcy proceedings or creditors;

c. claims based on tort (onrechtmatige daad);

d. sanctions and measures, including but not limited to those concerning export control, pursuant to European Union regulations, under the Dutch Sanctions Act 1977 (Sanctiewet 1977) or other legislation;

e. the Anti-Boycott Regulation and related legislation; and

f. any intervention, recovery or resolution measure by any regulatory or other authority or governmental body in relation to financial enterprises or their affiliated entities.

Enforceability Qualification

F. The attachment of or enforcement against assets located in the Netherlands is subject to limited restrictions, including that assets located in the Netherlands that are destined for the public service (goederen bestemd voor de openbare dienst) and the books and records of a company may not be attached whether by pre-judgment attachment or attachment for the purpose of a foreclosure sale.

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Sincerely yours,

NautaDutilh New York P.C.

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EXHIBIT A LIST OF DEFINITIONS

“Addressees”	GLAS USA LLC and the “Lenders” pursuant to and as defined in the Credit Agreement
“Anti-Boycott Regulation”	Regulation (EC) No 2271/96 on protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom
“Articles of Association”	the articles of association (statuten) of the Dutch Company as they read after the execution of a deed of amendment dated 29 March 2022, which, according to the Extract, was the last amendment to the Dutch Company’s articles of association
“Commercial Register”	the Commercial Register held by the Dutch Chamber of Commerce (handelsregister gehouden door de Kamer van Koophandel)
“Corporate Documents”	the documents listed in Exhibit B
“Credit Agreement”	the credit agreement dated as of September 26, 2025 by and among Arcos Dorados Holdings Inc. as the parent borrower, the Dutch Company as the Dutch borrower, and together with the parent borrower as the borrowers, certain subsidiaries of the borrowers as guarantors, the lenders party thereto as lenders, and GLAS USA LLC as administrative agent
“DCC”	the Dutch Civil Code (Burgerlijk Wetboek) “Deed of Incorporation”
“Deed of Incorporation”	the deed of incorporation (akte van oprichting) of the Dutch Company, dated 27 May 1999
“Dutch Bankruptcy Code”	the Dutch Bankruptcy Code (Faillissementswet)
“Dutch Company”	Arcos Dorados B.V., registered with the Commercial Register under number 34115939
“Exhibit”	an exhibit to this opinion letter
“Extract”	a pdf copy of an extract from the Commercial Register, received by us by email and dated the date of this opinion letter with respect to the Dutch Company

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“Insolvency Proceedings”	any insolvency proceedings within the meaning of Regulation (EU) 2015/848 on insolvency proceedings (recast), listed in Annex A thereto and any statutory proceedings for the restructuring of debts (akkoordprocedure) pursuant to the Dutch Bankruptcy Code
“Insolvency Registers”	the online central insolvency register (Centraal Insolventie Register), the online EU Insolvency Register (Centraal Insolventie Register - EU Registraties) and the online Register of Decisions in a WHOA Procedure (Register uitspraken in een WHOA-procedure) held by the Council for the Administration of Justice (Raad voor de Rechtspraak)
“NautaDutilh”	NautaDutilh New York P.C.
“the Netherlands”	the European territory of the Kingdom of the Netherlands and “Dutch” is in or from the Netherlands
“Power of Attorney”	the power of attorney as contained in the Resolutions, granted by the Dutch Company in respect of entering into the Credit Agreement and the transactions contemplated thereby
"Resolutions"	in relation to the Dutch Company, the document or documents containing the resolutions of its management board (bestuur), dated September 24, 2025

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EXHIBIT B

LIST OF CORPORATE DOCUMENTS

1. the Deed of Incorporation;

2. the Articles of Association;

3. the Extract; and

4. the Resolutions.

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EXHIBIT C-4

FORM OF LOAN PARTIES’ CHILEAN COUNSEL OPINION

[Attached]

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CORTÉS GASSIBE ABOGADOS

[●], 2025

To: GLAS USA LLC as Administrative Agent and each of the Lenders (as defined below) to the Credit Agreement referred to below

Dear Sirs,

We have acted as external legal advisers as to Chilean law to Arcos Dorados Restaurantes de Chile SpA, a joint stock company organized under the laws of Chile (the “Company”) in connection with that certain credit agreement entered into as of [●], 2025 (the “Credit Agreement”) by and between Arcos Dorados Holdings Inc. and Arcos Dorados B.V. as borrowers (the “Borrowers”), the Company (in such capacity, the “Opinion Guarantor”) Arcos Dourados Comércio de Alimentos S.A., Arcos Dourados Restaurantes Ltda., Arcos Dorados Argentina S.A., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Arcos Dorados Puerto Rico, LLC, Golden Arch Development, LLC and the Opinion Guarantor, as guarantors, GLAS USA LLC, as the administrative agent (the “Administrative Agent”) and the lenders party thereto from time to time (the “Lenders”), and the provision of a guarantee thereunder by the Company (the “Guaranty”) in favor of the Lenders and the Administrative Agent, pursuant to which, the Opinion Guarantors agreed to guarantee the full and punctual payment of all Obligations of the Borrowers under the Credit Agreement.

For purposes of delivering this opinion, we have examined original executed copies of the Credit Agreement and the corporate documents listed on Schedule I to this opinion.

Capitalized terms used in this opinion shall, unless otherwise defined herein, have the meanings given to them in the Credit Agreement.

Our opinion is confined to matters of the laws of Chile and, to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof. We assume no obligation to notify you of any further changes in law which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinions

On the basis of our examination of the documents listed in Schedule I to this opinion and the other matters referred to above, and subject to the assumptions set out in Schedule II to this opinion, the qualifications set out in Schedule III to this opinion and any matters not disclosed to us, we are of the opinion that:

1. The Opinion Guarantor is a joint stock company duly organized and validly existing under the laws of Chile.

2. The Opinion Guarantor has all requisite power and authority to own and operate its property and conduct its business in Chile.

ALONSO DE CÓRVODA N° 5320, OFICINA 1903, SANTIAGO, CHILE

TELEFONO: + 56 22 267 8850

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3. The Opinion Guarantor has the requisite power and authority to execute and deliver the Credit Agreement thereunder and to perform its obligations thereunder and all necessary corporate, shareholder and other action required by the constitutional documents of the Opinion Guarantor has been taken to authorize the execution, delivery and performance of the Credit Agreement and the Guaranty.

4. The execution, delivery and performance by the Opinion Guarantor of the Credit Agreement and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action (when applicable), are within its corporate purpose (objeto social) and do not contravene its by-laws (estatutos sociales), and any of the agreements listed on Schedule IV hereto, if any, nor violate any law, rule or regulation to which it is subject, nor require any action by or in respect of, or filing with, any governmental body, agency or official under the laws of Chile.

5. The Credit Agreement has been duly executed and delivered by duly appointed attorneys in fact of the Opinion Guarantor party thereto, with sufficient powers and authority to execute such document on behalf of such Opinion Guarantor.

6. Assuming that the Credit Agreement is legal, valid and binding under New York State law, the Credit Agreement and the Guaranty provided thereunder constitute a legal, valid and binding obligation of the Opinion Guarantors, enforceable against the Opinion Guarantors in accordance with its terms.

7. The Credit Agreement is in proper legal form under the laws of Chile for the enforcement thereof in accordance with their terms against the Opinion Guarantor, and it is not necessary to ensure the admissibility as evidence of the Credit Agreement in Chile or in any political subdivision thereof that any of them be filed or recorded or enrolled with any court or other authority therein.

8. The choice of law of the New York State law to govern the Credit Agreement is legal, valid and binding choice of law.

9. Under the laws of Chile, the submission of the Opinion Guarantor set forth in the Credit Agreement to the jurisdiction of any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, is legal, valid and binding.

10. Each Opinion Guarantor has irrevocably appointed and empowered Cogency Global Inc. as its authorized agent for service of process in any suit or proceeding based on or arising under the Credit Agreement, and such appointment is valid and enforceable and would be recognized by the courts of Chile. The Opinion Guarantor has validly granted an irrevocable commercial power of attorney in favor of Cogency Global Inc. as process agent.

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procedure contemplated for the enforcement of final and conclusive foreign judgments in the Chilean Civil Procedure Code, any such judgment would be recognized in the courts of Chile without any retrial or re-examination of the merits of the original actions, provided that: not contrary to the Chilean laws (public policy); not contrary to Chilean jurisdiction; that the Opinion Guarantor has been duly notified of the action and has not been prevented from asserting its defense; and that the judgment are final in accordance with the laws of the country in which they were issued.

12. To ensure the legality, validity, enforceability or admissibility in evidence in Chile of the Credit Agreement, it is not necessary that it be filed or recorded with any court or other authority in Chile or that any stamp, registration or similar tax be paid on or in respect thereof, other than any such filings, recordings or registrations that have already been made or obtained and remain in effect.

13. No foreign exchange controls are currently in effect in Chile and no foreign exchange control authorizations by any governmental authority in Chile are currently required for the execution, delivery and performance of any of the Credit Agreement and the transactions contemplated thereby.

14. There is no tax, deduction or withholding imposed Chile or any political subdivision thereof either (a) on or by virtue of the execution, delivery or enforcement of the Credit Agreement or (b) on any payment to be made by the Opinion Guarantor pursuant thereto, other than withholding taxes payable on payments of interest, commissions, fees and other amounts deemed to be interest, by the Opinion Guarantor to a non-resident of Chile for tax purposes.

15. Neither the Opinion Guarantor nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding in Chile to enforce or collect upon the Credit Agreement or any liability contemplated thereby or in connection therewith (including, without limitation, immunity from services of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment and immunity of its property from attachment prior to any entry of judgment or from attachment in aid of execution of a judgment).

16. The Lenders will not, under the laws of Chile, be deemed to be a resident or domiciled in such country by reason solely of the execution, performance and/or enforcement of the Credit Agreement.

17. It is not necessary under the laws of Chile (a) in order to enable any Agent and/or the Lenders to enforce its rights under the Credit Agreement or (b) by reason of the execution, delivery or performance of the Credit Agreement, that any Agent and/or the Lenders should be licensed, qualified or licensed to conduct business in Chile.

18. The payment obligations of the Company under the Credit Agreement will rank at least pari passu in priority of payment with all of its unsecured and unsubordinated obligations (other than those preferred by law).

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Use and Reliance

This opinion is addressed to you solely for your own benefit and for the benefit of any future assignee of your interests under the Credit Agreement, pursuant to an assignment made in accordance with the Credit Agreement and in relation to the Credit Agreement and may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent, except that our prior written consent is not needed to furnish a copy of this opinion (i) in connection with any proceedings or the enforcement of the Credit Agreement, (ii) to accountants, counsel and other advisors, and any branches, subsidiaries, representative offices, affiliates and agents of any person permitted to rely on this opinion, (iii) to bank or insurance examiners, (iv) pursuant to judicial process or government order or requirement, (v) to any competent regulatory, governmental or supervisory body to which any person permitted to rely on this opinion is legally bound to comply, (vi) any self-regulatory body pursuant to its rules and regulations or (vii) to prospective and actual assignees of, and participants in the interests of, the Lenders and their respective accountants and counsel to the extent such assignment or participation would be permitted under the Credit Agreement.

We have not advised or assisted you in any way in connection with the Credit Agreement. Accordingly, the giving of this opinion must not be taken to create or imply any duty of care on our part to you in connection with the Credit Agreement. The provision of this opinion to you does not create any client relationship between you and us, we shall have no obligation to advise you in relation to any of the matters referred to herein.

Very truly yours,

Cristian Cortés Poo Parter Cortés Gassibe Abogados

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Schedule I

1. Copy of public deed dated June 2, 2023, repertoire No. 18,907, granted at the Notary Office of Mr. Andrés Felipe Rieutord Alvarado in Santiago, Chile, in which the transformation of the Company, formerly Arcos Dorados Restaurantes de Chile Limitada, into a joint-stock company was agreed upon; this deed contains the bylaws of the Company.

2. Copy of public deed dated December 13, 2023, repertoire No. 17488, granted at the Notary Office by Mrs. Patricia Manriquez Huerta, Santiago, Chile, in which a modification of the bylaws of the Company was agreed upon.

3. Copy of public deed dated September 3, 2025, repertoire No. , granted at the Notary Office of Mr. Andrés Felipe Rieutord Alvarado in Santiago, Chile, in which the sole shareholder of the Company approved that it be constituted as guarantor of the Credit Agreement.

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Schedule II Assumptions

For the purposes of this opinion, we have assumed that:

1. The documents submitted to us are original, authentic and complete (or true and complete copies of original, authentic and complete documents);

2. Any documents examined in draft or specimen form will be or have been executed in the form of the draft or specimen reviewed by us;

3. All signatures (except in relation to the signatures of the representatives of the Opinion Guarantor) appearing on the reviewed documents are genuine;

4. All statements made as to matters of fact and all representations and warranties given by the respective parties in the documents that we have reviewed (except in relation to the signatures of the representatives of the Opinion Guarantor) are true, correct and complete;

5. Except in relation to the Opinion Guarantor, the Credit Agreement represents the commercial agreement between the parties and were entered into on arm’s length terms, following independent inquiry from each party as to whether to enter into the Credit Agreement;

6. No party was coerced in any manner to enter into the Credit Agreement; and

7. No foreign law would affect the opinions.

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Schedule III Qualifications

Our opinion is subject to the following qualifications:

1. The validity, performance and enforcement of the Credit Agreement may be affected by bankruptcy proceedings and similar processes;

3. No opinion is expressed as to the effectiveness of any provision of the Credit Agreement purporting to maintain the validity of the remainder of Credit Agreement notwithstanding the invalidity, illegality or unenforceability of one or more of its provisions;

4. No opinion is expressed as to whether a person who is not a party to the Credit Agreement may enforce its rights thereunder;

5. To the extent that any provision in the Credit Agreement is reliant on a provision in another agreement, it may be void or unenforceable if such other provision is separately found to be void or unenforceable;

6. Except as expressly stated in the opinion, no opinion is expressed as to matters of tax law; and

7. No opinion is expressed as to matters of fact.

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Schedule IV Material Agreements

1. Credit Agreement

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EXHIBIT C-5

FORM OF LOAN PARTIES’ ARGENTINIAN COUNSEL OPINION

[Attached]

Exh. C-5 - 1

Table of Contents

[●], 2025

To: GLAS USA LLC as Administrative Agent and each of the Lenders (as defined below) to the Credit Agreement referred to below

Dear Sirs,

We have acted as in-house legal advisers as to Argentine law to Arcos Dorados Argentina S.A., a company organized under the laws of Argentina (the “Company”) in connection with that certain credit agreement entered into as of [●], 2025 (the “Credit Agreement”) by and between Arcos Dorados Holdings Inc. and Arcos Dorados B.V. as borrowers (the “Borrowers”), the Company, (the “Opinion Guarantor”) and Arcos Dourados Comércio de Alimentos S.A., Arcos Dourados Restaurantes Ltda., Arcos Dorados Argentina S.A., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Arcos Dorados Puerto Rico, LLC, Golden Arch Development, LLC and Arcos Dorados Restaurantes de Chile, SpA., as guarantors, GLAS USA LLC, as the administrative agent (the “Administrative Agent”) and the lenders party thereto from time to time (the “Lenders”), and the provision of a guarantee thereunder by the Company (the “Guaranty”) in favor of the Lenders and the Administrative Agent, pursuant to which, the Opinion Guarantor agreed to guarantee the full and punctual payment of all Obligations of the Borrowers under the Credit Agreement.

For purposes of delivering this opinion, we have examined original executed copies of the Credit Agreement and the corporate documents listed on Schedule I to this opinion.

Capitalized terms used in this opinion shall, unless otherwise defined herein, have the meanings given to them in the Credit Agreement.

Our opinion is confined to matters of the laws of Argentina and, to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof. We assume no obligation to notify you of any further changes in law which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinions

1. The Opinion Guarantor is a corporation (Sociedad Anónima) duly incorporated and validly existing under the laws of Argentina.

2. The Opinion Guarantor has all requisite power and authority to own and operate its property and conduct its business in Argentina.

3. The Opinion Guarantor has the requisite power and authority to execute and deliver the Credit Agreement thereunder and to perform its obligations thereunder and all necessary corporate and other action required by the constitutional documents of the Opinion Guarantor has been taken to authorize the execution, delivery and performance of the Credit Agreement and the Guaranty.

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agreements listed on Schedule IV hereto, if any, nor violate any law, rule or regulation to which it is subject, nor require any action by or in respect of, or filing with, any governmental body, agency or official under the laws of Argentina.

7. The Credit Agreement is in proper legal form under the laws of Argentina for the enforcement thereof in accordance with their terms against the Opinion Guarantor, and it is not necessary to ensure the admissibility as evidence of the Credit Agreement in Argentina or in any political subdivision thereof that any of them be filed or recorded or enrolled with any court or other authority therein.

8. The choice of law of the New York State law to govern the Credit Agreement is legal, valid and binding choice of law.

9. Under the laws of Argentina, the submission of the Opinion Guarantor set forth in the Credit Agreement to the jurisdiction of any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, is legal, valid and binding.

10. Each Opinion Guarantor has irrevocably appointed and empowered Cogency Global Inc. as its authorized agent for service of process in any suit or proceeding based on or arising under the Credit Agreement, and such appointment is valid and enforceable and would be recognized by the courts of Argentina. The Opinion Guarantor has validly granted a power of attorney in favor of Cogency Global Inc. as process agent.

12. To ensure the legality, validity, enforceability or admissibility in evidence in Argentina of the Credit Agreement, it is not necessary that it be filed or recorded with any court or other authority in Argentina or that any stamp, registration or similar tax be paid on or in respect thereof, other than any such filings, recordings or registrations that have already been made or obtained and remain in effect; provided, that in the event that any legal proceedings are brought to the courts of Argentina under the Credit Agreement, an Spanish translation of the relevant agreements required in such proceedings prepared by a court-approved translator would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

13. There is no tax, deduction or withholding imposed by Argentina or any political subdivision thereof either (a) on or by virtue of the execution, delivery or enforcement of the Credit Agreement or (b) on any payment to be made by the

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Opinion Guarantor pursuant thereto, other than withholding taxes payable on payments of interest, commissions, fees and other amounts deemed to be interest, by the Opinion Guarantor to a non-resident of Argentina for tax purposes.

14. Neither the Opinion Guarantor nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding in Argentina to enforce or collect upon the Credit Agreement or any liability contemplated thereby or in connection therewith (including, without limitation, immunity from services of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment and immunity of its property from attachment prior to any entry of judgment or from attachment in aid of execution of a judgment).

15. The Lenders will not, under the laws of Argentina, be deemed to be a resident or domiciled in such country by reason solely of the execution, performance and/or enforcement of the Credit Agreement.

16. It is not necessary under the laws of Argentina (a) in order to enable any Agent and/or the Lenders to enforce its rights under the Credit Agreement or (b) by reason of the execution, delivery or performance of the Credit Agreement, that any Agent and/or the Lenders should be licensed, qualified or licensed to conduct business in Argentina.

17. The payment obligations of the Company under the Credit Agreement will rank at least pari passu in priority of payment with all of its unsecured and unsubordinated obligations (other than those preferred by law).

Use and Reliance

Very truly yours, [●] [Legal Director of [●]]

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Schedule I

1. Copy of the Estatutos Sociales (By-Laws) and their amendments up to date.

2. Copy of the resolutions of the Board of Directors of Arcos Dorados Argentina S.A.

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Schedule II Assumptions

For the purposes of this opinion, we have assumed that:

1. The documents submitted to us are original, authentic and complete (or true and complete copies of original, authentic and complete documents);

2. Any documents examined in draft or specimen form will be or have been executed in the form of the draft or specimen reviewed by us;

3. All signatures (except in relation to the signatures of the representatives of the Opinion Guarantor) appearing on the reviewed documents are genuine;

6. No party was coerced in any manner to enter into the Credit Agreement; and

7. No foreign law would affect the opinions.

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Schedule III Qualifications

Our opinion is subject to the following qualifications:

8. The validity, performance and enforcement of the Credit Agreement may be affected by bankruptcy proceedings and similar processes;

9. The term “enforceable” as used in the opinion means that the obligations assumed by the parties under the Credit Agreement are of a type which is generally enforceable before the courts of Argentina, which does not mean that such obligation will necessarily be enforceable and binding in all circumstances;

10. No opinion is expressed as to the effectiveness of any provision of the Credit Agreement purporting to maintain the validity of the remainder of Credit Agreement notwithstanding the invalidity, illegality or unenforceability of one or more of its provisions;

11. No opinion is expressed as to whether a person who is not a party to the Credit Agreement may enforce its rights thereunder;

12. To the extent that any provision in the Credit Agreement is reliant on a provision in another agreement, it may be void or unenforceable if such other provision is separately found to be void or unenforceable;

13. Except as expressly stated in the opinion, no opinion is expressed as to matters of tax law; and

14. No opinion is expressed as to matters of fact.

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Schedule IV Material Agreements

Credit Agreement.

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EXHIBIT C-6

FORM OF LOAN PARTIES’ BRAZILIAN COUNSEL OPINION

[Attached]

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Barueri, September [●], 2025

To: GLAS USA LLC as Administrative Agent and each of the Lenders (as defined below) to the Credit Agreement referred to below

Dear Sirs,

We have acted as in-house legal advisers as to Brazilian law to Arcos Dourados Comércio de Alimentos S.A. (“Arcos Dourados S.A.”) and Arcos Dourados Restaurantes Ltda. (“Arcos Dourados Ltda.”), each a company organized under the laws of Brazil (the “Companies”) in connection with that certain credit agreement entered into as of [●], 2025 (the “Credit Agreement”) by and among Arcos Dorados Holdings Inc. and Arcos Dorados B.V. as borrowers (the “Borrowers”), the Companies, as guarantors (the “Opinion Guarantors”) and Arcos Dorados Argentina S.A., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Arcos Dorados Puerto Rico, LLC, Golden Arch Development, LLC and Arcos Dorados Restaurantes de Chile, SpA, as guarantors, GLAS USA LLC, as the administrative agent (the “Administrative Agent”) and the lenders party thereto from time to time (the “Lenders”), the provision of a guarantee thereunder by the Companies (the “Guaranty”) in favor of the Lenders and the Administrative Agent, and the Brazilian law governed guarantee agreement (carta de fiança), dated as of [●], 2025 and issued by the Opinion Guarantors in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent (the “Brazilian Guarantee Agreement”) pursuant to which, the Opinion Guarantors agreed to guarantee the full and punctual payment of all Obligations of the Borrowers under the Credit Agreement.

For purposes of delivering this opinion, we have examined original executed copies of the Credit Agreement, the Brazilian Guarantee Agreement and the corporate documents listed on Schedule I to this opinion.

Capitalized terms and expressions used in this opinion shall, unless otherwise defined herein, have the meanings given to them in the Credit Agreement.

Our opinion is confined to matters of the laws of Brazil and, to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof. We assume no obligation to notify you of any further changes in law which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinions

1. Arcos Dourados S.A.is a corporation (sociedade por ações) duly organized and validly existing under the laws of Brazil.

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2. Arcos Dourados Ltda. is a limited liability company duly organized and validly existing under the laws of Brazil.

3. Each Opinion Guarantor has all requisite power and authority to own and operate its property and conduct its business in Brazil as now being conducted.

4. Each Opinion Guarantor has the requisite power and authority to execute and deliver the Credit Agreement and the Brazilian Guarantee Agreement and to perform its obligations thereunder and all necessary corporate, shareholder or quotaholder actions, as the case may be, and other actions required by the constitutional documents of such Opinion Guarantor has been taken to authorize the execution, delivery and performance of the Credit Agreement, the Guaranty and the Brazilian Guarantee Agreement.

5. The execution, delivery and performance by each Opinion Guarantor of the Credit Agreement and the Brazilian Guarantee Agreement and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action (when applicable), are in compliance with its corporate purpose (objeto social) and do not contravene its by-laws (estatuto social) or articles of incorporation (contrato social), as the case may be, organizational documents and any of the agreements listed on Schedule IV hereto, if any, nor violate any law, rule or regulation to which it is subject, nor require any action by or in respect of, or filing with, any governmental body, agency or official under the laws of Brazil, except for the registration of the Corporate Approvals (as defined in Schedule I) of the Opinion Guarantors with the applicable board of trade and publication in newspaper accordance with Law 6.404 of December 15, 1976 (“Brazilian Corporate Law”), as applicable.

6. The Credit Agreement and the Brazilian Guarantee Agreement have been duly executed and delivered by duly appointed attorneys in fact of each Opinion Guarantor party thereto, with sufficient powers and authority to execute each such document on behalf of such Opinion Guarantor.

7. (a) Assuming that the Credit Agreement is legal, valid and binding under New York State law, the Credit Agreement and the Guaranty provided thereunder shall constitute, and (b) the Brazilian Guarantee Agreement constitutes, a legal, valid and binding obligation of each Opinion Guarantor, enforceable against such Opinion Guarantor in accordance with its respective terms.

8. The Credit Agreement and the Brazilian Guarantee Agreement are in proper legal form under the laws of Brazil for the enforcement thereof in accordance with their respective terms against each Opinion Guarantor, and it is not necessary to ensure the admissibility as evidence of the Credit Agreement and/or the Brazilian Guarantee Agreement in Brazil or in any political subdivision thereof that any of them be filed or recorded or enrolled with any court or other authority therein, except for and provided that (1) the Credit Agreement is translated into Portuguese by a sworn translator in Brazil; and (2) such documents and their respective sworn translation (as applicable) are registered with the relevant Registry of Titles and Deeds (Cartório de Registro de Títulos e Documentos) in Brazil, as provided for in the Agreement and in the Brazilian Guarantee Agreement, respectively.

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9. The choice of law of the New York State law to govern the Credit Agreement is legal, valid and binding choice of law under Brazilian law.

10. Under the laws of Brazil, the submission of the Opinion Guarantors set forth in the Credit Agreement to the jurisdiction of any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, is legal, valid and binding, however, it should be noted that Brazilian courts have exclusive jurisdiction over matters involving real estate located in Brazil or declaration of bankruptcy by a Brazilian entity or declaration of insolvency of an individual domiciled in Brazil.

11. Each Opinion Guarantor has irrevocably appointed and empowered Cogency Global Inc. as its authorized agent for service of process in any suit or proceeding based on or arising under the Credit Agreement, and such appointment is valid and enforceable and would be recognized by the courts of Brazil.

12. A judgment rendered by any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, or any appellate court from any thereof (except for a decision involving real estate located in Brazil, declaration of bankruptcy of a Brazilian entity or declaration of insolvency of any individual domiciled in Brazil, for which the Brazilian courts have exclusive jurisdiction), pursuant to a legal action instituted against any Opinion Guarantor before any such court in connection with the Credit Agreement shall be recognized by the courts of Brazil and shall be enforceable against such Opinion Guarantor in the competent courts of Brazil, if previously confirmed by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça). The confirmation by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça) will occur without reexamination of the merits, and it is granted only if the non-Brazilian court decision (i) fulfills all formalities required for its enforceability under the laws of the country where it was issued; (ii) is rendered by an authority with jurisdiction over the matter; (iii) is rendered after the parties were duly served in accordance with applicable law (including, if made in Brazil, such service must be effected in accordance with the laws of Brazil), or after submission of sufficient evidence justifying the parties’ absence (revelia), as required by applicable law; (iv) is final and, therefore, not subject to appeal in the jurisdiction in which it was issued; (v) is not against decisions protected by “res judicata” in Brazil; (vi) is not against Brazilian national sovereignty, human dignity, morality or public policy (soberania nacional, dignidade da pessoa humana, bons costumes or ordem pública); and (vii) was authenticated by a Brazilian Diplomatic Office in the country where it was issued, except when such decision was authenticated in a country that is signatory of the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated of October 5, 1961, in which case the authentication shall be made as provided therein, together with a translation into Portuguese made by a sworn translator (tradutor juramentado) in Brazil.

13. No foreign exchange controls are currently in effect in Brazil and no foreign exchange control authorizations by any governmental authority in Brazil are currently required for the execution, delivery and performance of any of the Credit Agreement, the Brazilian Guarantee Agreement and the transactions contemplated thereby.

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14. There is no tax, deduction or withholding imposed by Brazil or any political subdivision thereof either (a) on or by virtue of the execution, delivery or enforcement of the Credit Agreement or the Brazilian Guarantee Agreement or (b) on any payment to be made by any Opinion Guarantor pursuant thereto, other than withholding taxes payable on payments of interest, commissions, fees and other amounts deemed to be interest, by the Opinion Guarantors to a non-resident of Brazil for tax purposes.

15. Neither the Opinion Guarantors nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding in Brazil to enforce or collect upon the Credit Agreement, the Brazilian Guarantee Agreement or any liability contemplated thereby or in connection therewith (including, without limitation, immunity from services of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment and immunity of its property from attachment prior to any entry of judgment or from attachment in aid of execution of a judgment).

16. The Lenders will not, under the laws of Brazil, be deemed to be a resident or domiciled in such country by reason solely of the execution, performance and/or enforcement of the Credit Agreement or the Brazilian Guarantee Agreement.

17. It is not necessary under the laws of Brazil (a) in order to enable the Administrative Agent and/or the Lenders to enforce its rights under the Credit Agreement or the Brazilian Guarantee Agreement or (b) by reason of the execution, delivery or performance of the Credit Agreement or the Brazilian Guarantee Agreement, that the Administrative Agent and/or the Lenders should be licensed, qualified or licensed to conduct business in Brazil.

Use and Reliance

This opinion is addressed to you solely for your own benefit and for the benefit of any future assignee of your interests under the Credit Agreement, pursuant to an assignment made in accordance with the Credit Agreement and in relation to the Credit Agreement and may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent, except that our prior written consent is not needed to furnish a copy of this opinion (i) in connection with any proceedings or the enforcement of the Credit Agreement, (ii) to accountants, counsel and other advisors, and any branches, subsidiaries, representative offices, affiliates and agents of any person permitted to rely on this opinion, (iii) to bank or insurance examiners, (iv) pursuant to judicial process or government order or requirement, (v) to any competent regulatory, governmental or supervisory body to which any person permitted to rely on this opinion is legally bound to comply, (vi) any self- regulatory body pursuant to its rules and regulations or (vii) to prospective and actual assignees of, and participants in the interests of, the Lenders and their respective accountants and counsel to the extent such assignment or participation would be permitted under the Credit Agreement.

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Very truly yours,

[●]

[Legal Director of [●]]

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Schedule I

1. Copy of Arcos Dourados S.A. Extraordinary Shareholders’ Meeting which approved its By-Laws dated February 17, 2022, duly registered with the Board of Trade of the State of São Paulo (“JUCESP”) under No. 125.985/22-8, on March 9, 2022;

2. Copy of Arcos Dourados Ltda. 20th amendment to its Articles of Association which was the latest amendment to its Articles of Association and elected its manager, dated June 30, 2022, duly registered with JUCESP under No. 320.552/22-6, on July 14, 2022;

3. Copy of Arcos Dourados S.A. Extraordinary Shareholders’ Meeting which elected its officers dated October 3, 2024, duly registered with JUCESP under No. 385.280/24-5, on October 21, 2024;

4. Copy of the Minutes of Arcos Dourados S.A. Extraordinary Shareholders’ Meeting dated [●], and duly registered with JUCESP under No. [●], on [●], [●];

5. Copy of the Minutes of Arcos Dourados Ltda. Quotaholders’ meeting dated [●], duly registered with JUCESP under No. [●], on [●], [●] (items 3 and 4, the “Corporate Approvals”).

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Schedule II Assumptions

For the purposes of this opinion, we have assumed that:

1. The documents submitted to us are original, authentic and complete (or true and complete copies of original, authentic and complete documents);

2. Any documents examined in draft or specimen form will be or have been executed in the form of the draft or specimen reviewed by us;

3. All signatures, stamps, and seals (except in relation to the signatures of the representatives of the Opinion Guarantors) appearing on the reviewed documents are genuine;

4. All statements made as to matters of fact and all representations and warranties given by the respective parties in the documents that we have reviewed (except those made with respect to the Opinion Guarantors) are true, correct and complete;

5. Except in relation to the Opinion Guarantors, the Credit Agreement represents the commercial agreement between the parties and were entered into on arm’s length terms, following independent inquiry from each party as to whether to enter into the Credit Agreement;

6. No party was coerced in any manner to enter into the Credit Agreement;

7. No foreign law would affect the opinions hereunder;

8. There are not any other arrangements between any of the parties to the documents examined (except in relation to the Opinion Guarantors), which may modify or supersede any of the terms of the documents examined; and

9. As to factual matters, we have relied solely on the representations and warranties contained in the documents (except those made with respect to the Opinion Guarantors) and we have not attempted to independently verify or establish the factual matters set forth therein, except if expressly stated in this opinion.

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Schedule III Qualifications

Our opinion is subject to the following qualifications:

1. The validity, performance and enforcement of the Credit Agreement may be affected by bankruptcy proceedings and similar processes;

2. The term “enforceable” as used in the opinion means that the obligations assumed by the parties under the Credit Agreement are of a type which is generally enforceable before the courts of Brazil, which does not mean that such obligation will necessarily be enforceable and binding in all circumstances. Enforcement may be limited by (i) bankruptcy, insolvency, liquidation, chattel mortgage, moratorium, reorganization and other laws of general application relating to or affecting the rights of creditors; (ii) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição potestativa); (iii) possible unavailability of specific performance, injunction relief or summary judgment (processo executivo). In addition, claims for salaries, wages, social security, labour accident and taxes and other statutory privileges may have preference over any claims, including secured ones, in the limits established in the applicable law. Under the Brazilian bankruptcy law, applicable to judicial corporate restructuring and bankruptcy proceedings administered in Brazil under Brazilian law generally, claims in bankruptcy will be subject to classification in a certain order of priority;

4. No opinion is expressed as to whether a person who is not a party to the Credit Agreement may enforce its rights thereunder;

6. Except as expressly stated in the opinion, no opinion is expressed as to matters of tax law; and

7. No opinion is expressed as to matters of fact.

8. Brazilian courts and authorities may have a different understanding on the matters addressed hereby and, therefore, this opinion is not binding upon Brazilian authorities, or any Brazilian courts, and no assurance can be given that a position contrary to that expressed herein will not be asserted by a Brazilian authority and ultimately sustained by a Brazilian court;

9. In the event that any suit is brought against the Opinion Guarantors in Brazil, certain court costs, and deposits to guarantee judgment may be due. Under Brazilian law, Brazilian courts shall have exclusive jurisdiction when involving real estate located in Brazil, declaration of bankruptcy of a Brazilian entity or declaration of insolvency of any individual domiciled in Brazil;

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10. Under Brazilian law, injunction reliefs, although appealable, are in the discretion of courts, and may not necessarily be granted; the granting or not must be justified pursuant to the applicable laws and precedents;

11. Under Brazilian law, a person may not properly waive or be deprived of the right to file a claim before Brazilian court or be deprived of its property without due process;

12. The principles of Brazilian law that govern the validity of acts and obligations are considered principles of public policy (ordem pública) and cannot be altered or waived by the parties thereto; and

13. In rendering the opinions set forth herein, we note that any conclusion on any particular issue is not a guarantee or prediction of how a court would hold, but rather sets forth our conclusions as to what would be a probable result for a court to reach in a properly presented and decided case in which the facts and assumptions relied on herein are established.

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Schedule IV Material Agreements

1. [●].

2. [●].

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EXHIBIT C-7

FORM OF LOAN PARTIES’ MEXICAN COUNSEL OPINION

[Attached]

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[●], 2025

To: GLAS USA LLC as Administrative Agent and each of the Lenders (as defined below) to the Credit Agreement referred to below

Dear Sirs,

We have acted as in-house legal advisers as to Mexican law to Arcos SerCal Inmobiliaria, S. de R.L. de C.V. and Restaurantes ADMX, S. de R.L. de C.V. organized under the laws of Mexico (together, the “Companies”) in connection with that certain credit agreement entered into as of [●], 2025 (the “Credit Agreement”) by and between Arcos Dorados Holdings Inc. and Arcos Dorados B.V. as borrowers (the “Borrowers”), the Companies (together, the “Opinion Guarantors” and each an “Opinion Guarantor”) and Arcos Dorados Argentina S.A., Arcos Dourados Comércio de Alimentos S.A., Arcos Dourados Restaurantes Ltda., Arcos Dorados Puerto Rico, LLC, Golden Arch Development, LLC and Arcos Dorados Restaurantes de Chile, SpA , as guarantors, GLAS USA LLC, as the administrative agent (the “Administrative Agent”) and the lenders party thereto from time to time (the “Lenders”), and the provision of a guarantee thereunder by the Companies (the “Guaranty”) in favor of the Lenders and the Administrative Agent, pursuant to which, the Opinion Guarantors agreed to guarantee the full and punctual payment of all Obligations of the Borrowers under the Credit Agreement.

For purposes of delivering this opinion, we have examined original executed copies of the Credit Agreement and the corporate documents listed on Schedule I to this opinion.

Capitalized terms used in this opinion shall, unless otherwise defined herein, have the meanings given to them in the Credit Agreement.

Our opinion is confined to matters of the laws of Mexico and, to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof. We assume no obligation to notify you of any further changes in law which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinions

1. Each Opinion Guarantors is a limited liability company with variable capital (“Sociedad de Responsabilidad Limitada de Capital Variable - S. de R.L. de C.V.”), duly incorporated and validly existing under the laws of Mexico.

2. Each Opinion Guarantor has all requisite power and authority to own and operate its property and conduct its business in Mexico.

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3. Each Opinion Guarantor has the requisite power and authority to execute and deliver the Credit Agreement and to perform its obligations thereunder and all necessary corporate, equity interest’s holders and other action required by the incorporation documents of such Opinion Guarantor has been taken to authorize the execution, delivery and performance of the Credit Agreement.

4. The execution, delivery and performance by each Opinion Guarantor of the Credit Agreement and the consummation of the transaction contemplated thereby, have been duly authorized by all necessary corporate actions, it is within its corporate purpose (objeto social) and do not contravene its by-laws (estatutos sociales), and any of the agreements listed on Schedule IV hereto, if any, nor violate any law, rule or regulation to which it is subject, nor require any action by or in respect of, or filing with, any governmental body, agency or official under the laws of Mexico.

5. The Credit Agreement has been duly executed and delivered by duly appointed attorneys in fact of each Opinion Guarantor party thereto, with sufficient powers and authority to execute such document on behalf of such Opinion Guarantor.

6. Assuming that the Credit Agreement is legal, valid and binding under New York State law, the Credit Agreement and the Guaranty provided thereunder constitute a legal, valid and binding obligation of each Opinion Guarantors, enforceable against such Opinion Guarantors in accordance with its terms.

7. The Credit Agreement is in proper legal form under the laws of Mexico for the enforcement thereof in accordance with their terms against each Opinion Guarantor, and it is not necessary to ensure the admissibility as evidence of the Credit Agreement in Mexico or in any political subdivision thereof that any of them be filed or recorded or enrolled with any court or other authority therein.

8. The choice of law of the New York State law to govern the Credit Agreement is legal, valid and binding choice of law.

9. Under the laws of Mexico, the submission of each Opinion Guarantor set forth in the Credit Agreement to the jurisdiction of any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, is legal, valid and binding.

10. Each Opinion Guarantor has irrevocably appointed and empowered Cogency Global Inc. as its authorized agent for service of process in any suit or proceeding based on or arising under the Credit Agreement, and such appointment is valid and enforceable and would be recognized by the courts of Mexico. Each Opinion Guarantor has validly granted a power of attorney in favor of Cogency Global Inc. as Process Agent.

11. A judgment rendered by any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, or any appellate court from any thereof, pursuant to a legal action instituted against each Opinion Guarantor before any such court in connection with the Credit Agreement will be recognized by the courts of Mexico and, will be enforceable against each Opinion Guarantor in the competent courts of Mexico, provided, that: (i) such judgment complies with the requirements of Articles 571 to 578 of the Federal Code of Civil Procedure of Mexico and the article 1347-A of the Commerce Code, including the following: (a) it arises from a personal action and not an action in rem concerning real property located in Mexico; (b) it is

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final and not subject to appeal; (c) the court rendering the judgment had jurisdiction according to principles recognized under international law compatible with Mexican law; (d) the defendant was duly served and afforded due process; (e) the judgment is not contrary to Mexican public policy; (f) no litigation is pending in Mexico between the same parties over the same subject matter; and (g) the judgment is duly legalized or apostilled and translated into Spanish by an authorized translator in Mexico; and (ii) Mexican courts may deny enforcement if reciprocity is not observed by the courts of the jurisdiction of origin.

12. To ensure the legality, validity, enforceability or admissibility in evidence in Mexico of the Credit Agreement, it is not necessary that it be filed or recorded with any court or other authority in Mexico or that any stamp, registration or similar tax be paid on or in respect thereof, other than any such filings, recordings or registrations that have already been made or obtained and remain in effect; provided, that in the event that any legal proceedings are brought to the courts of Mexico under the Credit Agreement, a Spanish translation of the relevant agreements required in such proceedings prepared by a court-approved translator would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

13. No foreign exchange controls are currently in effect in Mexico and no foreign exchange control authorizations by any governmental authority in Mexico are currently required for the execution, delivery and performance of any of the Credit Agreement and the transactions contemplated thereby.

14. There is no tax, deduction or withholding imposed by Mexico or any political subdivision thereof either (a) on or by virtue of the execution, delivery or enforcement of the Credit Agreement or (b) on any payment to be made by any Opinion Guarantor pursuant thereto, other than withholding taxes payable on payments of interest, commissions, fees and other amounts deemed to be interest, by any Opinion Guarantor to a non-resident of Mexico for tax purposes.

15. Neither the Opinion Guarantors nor any of their respective assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding in Mexico to enforce or collect upon the Credit Agreement or any liability contemplated thereby or in connection therewith (including, without limitation, immunity from services of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment and immunity of its property from attachment prior to any entry of judgment or from attachment in aid of execution of a judgment).

16. The Lenders will not, under the laws of Mexico, be deemed to be a resident or domiciled in such country by reason solely of the execution, performance and/or enforcement of the Credit Agreement.

17. It is not necessary under the laws of Mexico: (a) in order to enable any Agent and/or the Lenders to enforce its rights under the Credit Agreement; or (b) by reason of the execution, delivery or performance of the Credit Agreement, that any Agent and/or the Lenders should be licensed, qualified or licensed to conduct business in Mexico.

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18. Notwithstanding the foregoing, this opinion may be shared with any competent regulatory, governmental or supervisory authority to which any person permitted to rely on this opinion is legally bound to comply, as well as with any self-regulatory organization pursuant to its applicable rules and regulations.

Use and Reliance

This opinion is addressed to you solely for your own benefit and for the benefit of any future assignee of your interests under the Credit Agreement, pursuant to an assignment made in accordance with the Credit Agreement and in relation to the Credit Agreement and may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent, except that our prior written consent is not needed to furnish a copy of this opinion (i) in connection with any proceedings or the enforcement of the Credit Agreement, (ii) to accountants, counsel and other advisors, and any branches, subsidiaries, representative offices, affiliates and agents of any person permitted to rely on this opinion, (iii) to bank or insurance examiners, (iv) pursuant to judicial process or government order or requirement, (v) to any competent regulatory, governmental or supervisory body to which any person permitted to rely on this opinion is legally bound to comply, (vi) any self- regulatory body pursuant to its rules and regulations or (vii) to prospective and actual assignees of, and participants in the interests of, the Lenders and their respective accountants and counsel to the extent such assignment or participation would be permitted under the Credit Agreement.

Very truly yours,

Anabell González Nava In House Counsel North Latin America Division Arcos Dorados

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Schedule I

1. Copy of the deed of incorporation (acta constitutiva) and by-laws of (estatutos sociales) of each Opinion Guarantor, and and any amendments to date.

2. Copy of the resolutions of the Board of Managers (Consejo de Gerentes) of each Opinion Guarantor, granted before Lic. Guillermo Oliver Bucio, Notary Public No. 246 of Mexico City, pursuant to public deeds number 129,476 and 129,479, dated September 10, 2025.

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Schedule II Assumptions

For the purposes of this opinion, we have assumed that:

1. The documents submitted to us are original, authentic and complete (or true and complete copies of original, authentic and complete documents);

2. Any documents examined in draft or specimen form will be or have been executed in the form of the draft or specimen reviewed by us;

3. All signatures (except in relation to the signatures of the representatives of the Opinion Guarantors) appearing on the reviewed documents are genuine;

6. No party was coerced in any manner to enter into the Credit Agreement; and

7. No foreign law would affect the opinions.

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Schedule III Qualifications

Our opinion is subject to the following qualifications:

1. The validity, performance and enforcement of the Credit Agreement may be affected by bankruptcy proceedings and similar processes;

4. No opinion is expressed as to whether a person who is not a party to the Credit Agreement may enforce its rights thereunder;

6. Except as expressly stated in the opinion, no opinion is expressed as to matters of tax law; and

7. No opinion is expressed as to matters of fact.

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Schedule IV Material Agreements

1. Credit Agreement.

2. Powers of Attorney granted by the Opinion Guarantors in favor of the Process Agent pursuant to public instruments number 129,476 and 129,479, both dated September 10, 2025, granted before Ms. Rosamaría López Lugo, Notary Public number 223 of Mexico City, acting on the protocol of Notary Public number 212 by agreement with its holder, Mr. Francisco I. Hugues Vélez.

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EXHIBIT C-8

FORM OF LOAN PARTIES’ PUERTO RICAN COUNSEL OPINION

[Attached]

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[●], 2025

To: GLAS USA LLC as Administrative Agent and each of the Lenders (as defined below) to the Credit Agreement referred to below

Dear Sirs,

We have acted as in-house legal advisers as to the Commonwealth of Puerto Rican law to Arcos Dorados Puerto Rico, LLC, a limited liability corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”) in connection with that certain credit agreement entered into as of [●], 2025 (the “Credit Agreement”) by and between Arcos Dorados Holdings Inc. and Arcos Dorados B.V. as borrowers (the “Borrowers”), the Company, (the “Opinion Guarantor”) and Arcos Dourados Comércio de Alimentos S.A., Arcos Dourados Comércio de Alimentos Ltda., Arcos Dorados Argentina S.A., Arcos SerCal Inmobiliaria, S. de R.L. de C.V., Restaurantes ADMX, S. de R.L. de C.V., Golden Arch Development, LLC and Arcos Dorados Restaurantes de Chile, SpA, as guarantors, GLAS USA LLC, as the administrative agent (the “Administrative Agent”) and the lenders party thereto from time to time (the “Lenders”), and the provision of a guarantee thereunder by the Company (the “Guaranty”) in favor of the Lenders and the Administrative Agent, pursuant to which, the Opinion Guarantor agreed to guarantee the full and punctual payment of all Obligations of the Borrowers under the Credit Agreement.

For purposes of delivering this opinion, we have examined original executed copies of the Credit Agreement and the corporate documents listed on Schedule I to this opinion.

Capitalized terms used in this opinion shall, unless otherwise defined herein, have the meanings given to them in the Credit Agreement.

Our opinion is confined to matters of the laws of the Commonwealth of Puerto Rico and, to the extent that the laws of any other jurisdiction may be relevant, we have made no independent investigation thereof. We assume no obligation to notify you of any further changes in law which may affect the opinions expressed herein, or otherwise to update this opinion in any respect.

Opinions

1. The Opinion Guarantor is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Puerto Rico.

2. Based solely on the Certificate of Good Standing issued by the Puerto Rico Department of State on [●], the Opinion Guarantor is in good standing under the laws of the Commonwealth of Puerto Rico.

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3. The Opinion Guarantor has all the necessary power and authority to own and operate its property and conduct its business in the Commonwealth of Puerto Rico.

4. The Opinion Guarantor has the requisite power and authority to execute and deliver the Credit Agreement thereunder and to perform its obligations thereunder and all necessary corporate, shareholder and other action required by the constitutional documents of the Opinion Guarantor has been taken to authorize the execution, delivery and performance of the Credit Agreement and the Guaranty.

5. The execution, delivery and performance by the Opinion Guarantor of the Credit Agreement and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate action (when applicable), are within its corporate purpose and do not contravene its organizational documents, operating agreement and any of the agreements listed on Schedule IV hereto, if any, nor violate any law, rule or regulation to which it is subject, nor require any action by or in respect of, or filing with, any governmental body, agency or official under the laws of the Commonwealth of Puerto Rico.

6. The Credit Agreement has been duly executed and delivered by duly appointed attorneys in fact of the Opinion Guarantor party thereto, with sufficient powers and authority to execute such document on behalf of such Opinion Guarantor.

7. Assuming that the Credit Agreement is legal, valid and binding under New York State law, the Credit Agreement and the Guaranty provided thereunder constitute a legal, valid and binding obligation of the Opinion Guarantors, enforceable against the Opinion Guarantors in accordance with its terms.

8. The Credit Agreement is in proper legal form under the laws of the Commonwealth of Puerto Rico for the enforcement thereof in accordance with their terms against the Opinion Guarantor, and it is not necessary to ensure the admissibility as evidence of the Credit Agreement in the Commonwealth of Puerto Rico or in any political subdivision thereof that any of them be filed or recorded or enrolled with any court or other authority therein.

9. The choice of law of the New York State law to govern the Credit Agreement is legal, valid and binding choice of law.

10. Under the laws of the Commonwealth of Puerto Rico, the submission of the Opinion Guarantor set forth in the Credit Agreement to the jurisdiction of any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, is legal, valid and binding.

12. A judgment rendered by any New York State court or Federal court of the U.S. sitting in the Borough of Manhattan in New York City, or any appellate court from any thereof, pursuant to a legal action instituted against the Opinion Guarantor before any such court

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in connection with the Credit Agreement will be recognized by the courts of the Commonwealth of Puerto Rico and, will be enforceable against the Opinion Guarantor in the competent courts of the Commonwealth of Puerto Rico, provided, that the process of Exequátur is filed and executed. Under the exequatur process, a court of the Commonwealth of Puerto Rico with competent jurisdiction will enforce the New York judgment, without re-examination of the merits, if (i) the judgment is entered by a court with jurisdiction over the person and subject matter; (ii) the court observed due process of law; and (ii) the judgment was not procured by fraud.

13. To ensure the legality, validity, enforceability or admissibility in evidence in the Commonwealth of Puerto Rico of the Credit Agreement, it is not necessary that it be filed or recorded with any court or other authority in the Commonwealth of Puerto Rico or that any stamp, registration or similar tax be paid on or in respect thereof, other than any such filings, recordings or registrations that have already been made or obtained and remain in effect.

14. No foreign exchange control is currently required in the Commonwealth of Puerto Rico for the execution, delivery and performance of any of the Credit Agreement and the transactions contemplated thereby.

15. There is no tax, deduction or withholding imposed by the Commonwealth of Puerto Rico or any political subdivision thereof either (a) on or by virtue of the execution, delivery or enforcement of the Credit Agreement or (b) on any payment to be made by the Opinion Guarantor pursuant thereto, other than withholding taxes payable on payments of interest, commissions, fees and other amounts deemed to be interest, by the Opinion Guarantor to a non-resident of the Commonwealth of Puerto Rico for tax purposes.

16. Neither the Opinion Guarantor nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding in the Commonwealth of Puerto Rico to enforce or collect upon the Credit Agreement or any liability contemplated thereby or in connection therewith (including, without limitation, immunity from services of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment and immunity of its property from attachment prior to any entry of judgment or from attachment in aid of execution of a judgment).

17. The Lenders will not, under the laws of the Commonwealth of Puerto Rico, be deemed to be a resident or domiciled in such country by reason solely of the execution, performance and/or enforcement of the Credit Agreement.

18. It is not necessary under the laws of the Commonwealth of Puerto Rico (a) in order to enable any Agent and/or the Lenders to enforce its rights under the Credit Agreement or (b) by reason of the execution, delivery or performance of the Credit Agreement, that any Agent and/or the Lenders should be licensed, qualified or licensed to conduct business in the Commonwealth of Puerto Rico.

19. The payment obligations of the Company under the Credit Agreement will rank at least pari passu in priority of payment with all of its unsecured and unsubordinated obligations (other than those preferred by law).

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Use and Reliance

This opinion is addressed to you solely for your own benefit and for the benefit of any future assignee of your interests under the Credit Agreement, pursuant to an assignment made in accordance with the Credit Agreement and in relation to the Credit Agreement and may not be disclosed or furnished to, or used or relied upon by, any other person or used or relied upon by you for any other purpose without, in any such case, our prior written consent, except that our prior written consent is not needed to furnish a copy of this opinion (i) in connection with any proceedings or the enforcement of the Credit Agreement, (ii) to accountants, counsel and other advisors, and any branches, subsidiaries, representative offices, affiliates and agents of any person permitted to rely on this opinion, (iii) to bank or insurance examiners, (iv) pursuant to judicial process or government order or requirement, (v) to any competent regulatory, governmental or supervisory body to which any person permitted to rely on this opinion is legally bound to comply, (vi) any self- regulatory body pursuant to its rules and regulations or (vii) to prospective and actual assignees of, and participants in the interests of, the Lenders and their respective accountants and counsel to the extent such assignment or participation would be permitted under the Credit Agreement.

Very truly yours,

Yuisa Jiménez Pérez

Legal Director of Arcos Dorados

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Schedule I

1. Copy of the Operating Agreement effective as of January 1st, 2014;

2. Copy of the Written Consent of the Sole Manager of Arcos Dorados Puerto Rico, LLC dated September 5th, 2025.

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Schedule II Assumptions

For the purposes of this opinion, we have assumed that:

1. The documents submitted to us are original, authentic and complete (or true and complete copies of original, authentic and complete documents);

2. Any documents examined in draft or specimen form will be or have been executed in the form of the draft or specimen reviewed by us;

3. All signatures (except in relation to the signatures of the representatives of the Opinion Guarantor) appearing on the reviewed documents are genuine;

6. No party was coerced in any manner to enter into the Credit Agreement; and

7. No foreign law would affect the opinions.

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Schedule III Qualifications

Our opinion is subject to the following qualifications:

1. The validity, performance and enforcement of the Credit Agreement may be affected by bankruptcy proceedings and similar processes;

4. No opinion is expressed as to whether a person who is not a party to the Credit Agreement may enforce its rights thereunder;

6. Except as expressly stated in the opinion, no opinion is expressed as to matters of tax law; and

7. No opinion is expressed as to matters of fact.

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Schedule IV Material Agreements

None to be listed.

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EXHIBIT D

FORM OF SUBSIDIARY JOINDER AGREEMENT

SUBSIDIARY JOINDER AGREEMENT (this “Agreement”) dated as of _______, _______, is hereby executed and delivered by _______, a _______ [corporation] (the “Additional Guarantor”) and GLAS USA LLC, as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”), acting pursuant to this Agreement for the benefit of the Lenders. Unless otherwise defined herein, capitalized terms used herein and defined in that certain Credit Agreement, dated as of September 30, 2025 (as amended, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Arcos Dorados Holdings Inc. (the “Parent Borrower”) and Arcos Dorados B.V. (the “Dutch Borrower” and, together, the “Borrowers”) as borrowers, the Administrative Agent, the various Persons from time to time party thereto as lenders (the “Lenders”) and certain subsidiaries of the Borrowers from time to time party thereto as guarantors (the “Guarantors”), are used herein as therein defined and the rules of construction set forth in Section 1.02 thereof shall apply hereto.

WHEREAS, the Borrowers have entered into the Credit Agreement providing for the making of Loans,

WHEREAS, in connection with the Credit Agreement, certain of the Borrowers’ Subsidiaries have entered into (or are required to enter into) the Credit Agreement as Guarantors thereunder,

WHEREAS, pursuant to Section 5.05 of the Credit Agreement, the Borrowers [are required to][may] cause one or more additional Subsidiaries to become a party to the Credit Agreement as Guarantors, and

WHEREAS, the Additional Guarantor desires to execute and deliver this Agreement in order to become a party to the Credit Agreement pursuant to Section 5.05 of the Credit Agreement,

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1. Joinder.

(a) By executing and delivering this Agreement, the Additional Guarantor hereby becomes a party to the Credit Agreement as a “Guarantor” thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement.

(b) Without limiting the generality of the terms of paragraph (a), the Additional Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance of the Obligations in full when due (whether at stated maturity, upon acceleration or otherwise), and agrees that if any Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not so paid at the place and in the manner specified in the Credit Agreement, including, in particular, in accordance with Section 2.12 of the Credit Agreement (and without duplication of any amount thereof previously paid by any other

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Guarantor thereunder and not rescinded or refunded), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of such extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Credit Agreement constitutes a guarantee of payment when due and not of collection and that the obligations of the Guarantors under the Credit Agreement shall be joint and several. The Additional Guarantor hereby acknowledges that it has received a copy of the Credit Agreement, as it may have been amended or supplemented from time to time.

(c) The Additional Guarantor hereby makes each of the representations and warranties contained in Article 3 of the Credit Agreement on the date hereof as if such representations and warranties were made as of the date hereof, after giving effect to this Agreement.

(d) The Additional Guarantor hereby waives acceptance by the Lenders of the Guaranty by the Additional Guarantor upon the execution of this Agreement by the Additional Guarantor.

SECTION 2. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same agreement.

SECTION 3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF NEW YORK (NOT INCLUDING SUCH STATE’S CONFLICT OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

By: __________________________

Name: __________________________

Title:

Address:

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ACKNOWLEDGED:

GLAS USA LLC, as Administrative Agent

By: __________________________

Name: __________________________

Title:

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EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Loan Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________ [and is an Affiliate/Approved Fund of [identify Lender]4 ]

3. Borrowers: Arcos Dorados Holdings Inc. and Arcos Dorados B.V., as borrowers under the Credit Agreement

4. Administrative Agent: GLAS USA LLC, as administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement, dated as of September 30, 2025, among Arcos Dorados Holdings Inc. and Arcos Dorados B.V as borrowers

4 Note to form: Select as applicable.

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(together, the “Borrowers”), GLAS USA LLC, as administrative agent for the Lenders party thereto, and certain subsidiaries of the Borrowers from time to time party thereto as guarantors.

6. Assigned Loan Interest:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans
$	$	%
$	$	%
$	$	%

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR<br><br>[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE<br><br>[NAME OF ASSIGNEE]
By:
	Name:
	Title:

5 Note to form: Please seek Dutch legal advice (i) until the interpretation of the term “public” (as referred to in article 4.1(1) of the Capital Requirements Regulation (EU/575/2013)) has been published by the competent authority, if the share of a Lender in any Borrowing requested by a Dutch Borrower is less than EUR 100,000 (or the foreign currency equivalent thereof) and (ii) as soon as the interpretation of the term “public” has been published by the competent authority, if the Lender is considered to be part of the public on the basis of such interpretation.

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[Consented to and] Accepted:<br><br>GLAS USA LLC, as Administrative Agent6
By:
	Name:<br><br>Title:
[Consented to:]<br><br>[ARCOS DORADOS HOLDINGS INC.]7
---	---
By:
	Name:<br><br>Title:
[ARCOS DORADOS B.V.]
---	---
By:
	Name:<br><br>Title:

6 Note to form: To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

7 Note to form: To be added only if the consent of the Borrowers is required by the terms of the Credit Agreement.

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ARCOS DORADOS CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Loan Interest, (ii) the Assigned Loan Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any collateral thereunder, (iii) the financial condition of the Borrowers, any of its Subsidiaries or Affiliates or any other Person obligated in respect of the Credit Agreement, (iv) any requirements under applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time or (v) the performance or observance by the Borrowers, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Credit Agreement.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under applicable law that are required to be satisfied by it in order to acquire the Assigned Loan Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Loan Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Loan Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Loan Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Loan Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Lead Arranger, the Assignor or any other Lender or any of their respective Related Parties, and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Lead Arranger, the Assignor or any other Lender or any of their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. Without limiting the foregoing, the Assignee represents and warrants, and agrees to, each of the matters set forth in Section 9.07 of the Credit Agreement, including that the Loan Documents set out the terms of a commercial lending facility.

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2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Loan Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by electronic signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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EXHIBIT F

FORM OF BRAZILIAN GUARANTEE AGREEMENT

[Attached]

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[local e data]	[place, date]8
Ao<br><br>GLAS USA LLC, como Agente Administrativo em benefício dos Credores (conforme definido abaixo)<br><br>3 Second Street<br><br>Suite 206<br><br>Jersey City NJ 07311	To<br><br>GLAS USA LLC, as Administrative Agent for the benefit of the Lenders (as defined in the Credit Agreement)<br><br>3 Second Street<br><br>Suite 206<br><br>Jersey City NJ 07311
CARTA DE FIANÇA	LETTER OF GUARANTEE
Prezados Senhores,	Dear Sirs,
1. Fazemos referência ao contrato de crédito (Credit Agreement) datado de [●] (conforme alterado, aditado ou de qualquer outra maneira modificado a qualquer tempo, o “Contrato”), celebrado entre Arcos Dorados Holdings Inc., sociedade empresária constituída de acordo com as leis das Ilhas Virgens Britânicas, registrada sob o número 1619553, com sede em Kingston Chambers, P.O. Box 173, Road Town, Tortola VG1110, Ilhas Virgens Britânicas, e Arcos Dorados B.V., sociedade limitada de responsabilidade privada (besloten vennootschap met beperkte aansprakelijkheid), constituída de acordo com as leis dos Países Baixos, como devedoras (em conjunto, “Afiançadas”), certas subsidiárias das Afiançadas, incluindo os Fiadores (conforme definido abaixo) como fiadores, e GLAS USA LLC (“Beneficiária”), na qualidade de agente administrativo em benefício dos Credores (conforme definido no Contrato), por meio do qual os Credores concordaram em conceder linhas de crédito rotativas às Afiançadas, no valor de até US$ 200,000,000, mediante o recebimento da presente Carta de Fiança, e cuja cópia encontra-se em poder dos Fiadores. Os termos grafados com letra maiúscula utilizados nesta Carta de Fiança e não definidos de outra forma deverão ter os significados atribuídos no Contrato.	1. We refer to the credit agreement dated [●] (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), entered into by and between Arcos Dorados Holdings Inc., a business company incorporated under the laws of the British Virgin Islands with company number 1619553 and its registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola VG1110, British Virgin Islands, and Arcos Dorados B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, as borrowers (jointly, “Obligors”), certain subsidiaries of the Obligors, including the Guarantors (as defined below) as guarantors, and GLAS USA LLC (“Beneficiary”), as administrative agent for the benefit of the Lenders (as defined under the Credit Agreement) under the Credit Agreement, pursuant to which the Lenders have agreed to grant revolving loans to the Obligors in the amount of up to US$ 200,000,000, upon receipt of this Letter of Guarantee, a copy of which is in the possession of the Guarantors. Capitalized terms used herein and not otherwise defined in this Letter of Guarantee shall have the meanings set forth in the Credit Agreement.

8 NTD: To be executed and delivered on or prior to the Closing Date.

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2. Pela presente carta de fiança (“Carta de Fiança”), Arcos Dourados Comércio de Alimentos S.A., inscrita no Cadastro Nacional da Pessoa Jurídica do Ministério da Fazenda (“CNPJ/MF”) sob nº 42.591.651/0001-43, por seus representantes abaixo assinados, e Arcos Dourados Restaurantes Ltda., inscrita no CNPJ/MF sob nº 05.483.701/0001-42, por seus representantes abaixo assinados (individual e indistintamente, “Fiador” e, em conjunto, “Fiadores”), nos termos do artigo 818 e seguintes da Lei nº 10.406/02, conforme alterada (“Código Civil”), obriga-se, em caráter irrevogável e irretratável e de forma absoluta e incondicional, como fiador e principal pagador das Afiançadas, solidariamente responsável pelo integral e pontual pagamento de todas as obrigações contraídas e que venham a ser contraídas pelas Afiançadas em decorrência do Contrato quando e na medida em que tais obrigações se tornem exigíveis, seja na data de vencimento, por vencimento antecipado ou de outra forma (“Obrigações Garantidas”), até que tais Obrigações Garantidas sejam integralmente liquidadas a critério da Beneficiária (atuando conforme as instruções dos Credores requeridos).

2. By means of this letter of guarantee (the “Letter of Guarantee”), Arcos Dourados Comércio de Alimentos S.A., registered with the Brazilian National Registry of Legal Entities maintained by the Ministry of Finance (Cadastro Nacional da Pessoa Jurídica do Ministério da Fazenda) (“CNPJ/MF”) under No. 42.591.651/0001-43, by its undersigned representatives, and Arcos Dourados Restaurantes Ltda., registered with the CNPJ/MF under No. 05.483.701/0001-42, by its undersigned representatives (each individually and collectively, the “Guarantor” and, together, the “Guarantors”), pursuant to Article 818 et seq. of Law No. 10,406/02, as amended (“Brazilian Civil Code”), hereby irrevocably, unconditionally, absolutely, and jointly and severally undertakes, as guarantors and primary obligors of the Obligors, to be jointly and severally liable for the full and timely payment of all obligations assumed and to be assumed by the Obligors under the Credit Agreement when and as the same shall become due and payable, whether at scheduled maturity, upon acceleration or otherwise (“Guaranteed Obligations”), until such Guaranteed Obligations have been fully discharged to the satisfaction of the Beneficiary (acting at the direction of the Required Lenders).9

2.1. Os Fiadores declaram que a efetivação de qualquer desembolso sob o Contrato não constitui novação para fins do art. 366 do Código Civil.

2.1. The Guarantors declares that the execution of any disbursement under the Credit Agreement does not constitute novation for the purposes of Article 366 of the Brazilian Civil Code.

2.2 Esta Carta de Fiança é válida até que todas as Obrigações Garantidas tenham sido plena e irrevogavelmente quitadas, conforme a satisfação da Beneficiária (atuando conforme as instruções dos Credores requeridos).

2.2 This Letter of Guarantee shall be valid until all Guaranteed Obligations have been fully and irrevocably discharged to the satisfaction of the Beneficiary (acting at the direction of the Required Lenders).

9 NTD: definition of Guaranteed Obligations to be further supplemented and adjusted in accordance with the terms of the credit agreement.

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2.3 Esta é uma garantia de pagamento e cumprimento e não mera garantia de cobrança. A Beneficiária não estará obrigada, como condição para executar esta Carta de Fiança, a (i) demandar pagamento ou ajuizar ação contra as Afiançadas ou qualquer outra pessoa, (ii) obter sentença contra as Afiançadas ou (iii) executar ou esgotar qualquer garantia real ou outra garantia outorgada nos termos do Contrato.

2.3 This is a guarantee of payment and performance and not of collection. The Beneficiary shall not be required, as a condition to enforce this Letter of Guarantee, to (i) demand payment from, or commence proceedings against, the Obligors or any other person, (ii) obtain judgment against the Obligors, or (iii) enforce or exhaust any security or other collateral granted under the Credit Agreement.

2.4. Caso qualquer Obrigação Garantida seja ou se torne inexigível, ilegal ou inválida por qualquer motivo, os Fiadores deverão, como obrigação principal, indenizar a Beneficiária por qualquer custo, prejuízo ou responsabilidade daí decorrente.

2.4. If any Guaranteed Obligation is or becomes unenforceable, illegal or invalid for any reason, the Guarantors shall, as a primary obligation, indemnify the Beneficiary against any cost, loss or liability suffered as a result.

3. Os Fiadores comprometem-se a atender às requisições de pagamento formuladas por V.Sas. relacionadas à Obrigação Garantida, creditando o valor correspondente às importâncias devidas pelas Afiançadas na conta bancária designada pela Beneficiária, em fundos imediatamente disponíveis e livres de quaisquer deduções, em Dólares dos Estados Unidos, nos termos do Contrato, no prazo de 3 (três) dias úteis, contado do recebimento da notificação, por escrito e com aviso de recepção, sem necessidade de qualquer formalidade adicional.

3. The Guarantors undertake to comply with payment requests made by you in connection with the Guaranteed Obligations, crediting the amount corresponding to the sums owed by the Obligors to the bank account designated by the Beneficiary, in immediately available funds and free of any deductions, in United States Dollars, in accordance with the Credit Agreement, within three (3) business days from receipt of written notice with acknowledgment of receipt, without the need for any further formality.

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3.1. Todo e qualquer pagamento resultante desta Carta de Fiança, deverá ser feito à vista, na moeda estipulada no Contrato e livre de quaisquer impostos, taxas, contribuições e encargos incidentes e que venham a incidir definitivamente sobre o recebimento de tais valores, inclusive impostos incidentes na respectiva operação de câmbio. Assim, os valores devidos ao Beneficiário devem ser acrescidos de modo que a receita líquida do Beneficiário decorrente do recebimento de tais valores após o pagamento dos Tributos Indenizáveis (“Indemnified Taxes” conforme definido no Contrato), presentes ou futuros, que venham a incidir sobre o recebimento de tais valores, equivalha ao montante de receita líquida que o Beneficiário teria auferido caso tais Tributos Indenizáveis não fossem incidentes sobre o recebimento de tais valores, sendo tais Tributos Indenizáveis pagos e/ou recolhidos na forma da legislação vigente.

3.1. Any and all payments resulting from this Letter of Guarantee shall be made in cash, in the currency stipulated in the Credit Agreement and free and clear of any taxes, fees, contributions, and charges levied or that may be definitively levied on the receipt of such amounts, including taxes levied on the respective foreign exchange transaction. Accordingly, the amounts due to the Beneficiary shall be grossed up so that the Beneficiary’s net proceeds from the receipt of such amounts, after payment of any present or future Indemnified Taxes (as defined in the Credit Agreement) that may be levied on the receipt of such amounts, are equivalent to the net proceeds the Beneficiary would have received had such Indemnified Taxes not been levied, with such Indemnified Taxes being paid and/or withheld in accordance with applicable law.

4. A garantia ora prestada constitui, para todos os fins de direito e do Contrato, um instrumento de constituição de garantia válido para quaisquer obrigações das Afiançadas decorrentes do Contrato, sem prejuízo de quaisquer outras garantias específicas, concedidas complementarmente e formalizadas por meio de instrumentos próprios, e constitui título executivo extrajudicial.

4. The guarantee hereby provided constitutes, for all legal purposes and for the purposes of the Credit Agreement, a valid guarantee instrument for any obligations of the Obligors arising from the Credit Agreement, without prejudice to any other specific guarantees granted additionally and formalized by their own instruments, and constitutes an extrajudicial enforcement instrument.

5 Os Fiadores renunciam expressamente aos direitos e benefícios a que se referem os Artigos 333 parágrafo único, 364, 366, 371, 821, 827, 829 parágrafo único, 830, 834 a 839 do Código Civil e Artigos 130 e 794 da Lei nº. 13,105/2015 (“Código de Processo Civil Brasileiro”), bem como a qualquer direito e/ou benefício que possa existir em decorrência de recuperação judicial ou extrajudicial, falência ou medida equivalente, das Afiançadas.

5. The Guarantors hereby expressly waive the rights and benefits referred to in Articles 333 sole paragraph, 364, 366, 371, 821, 827, 829 sole paragraph, 830, 834 to 839 of the Brazilian Civil Code and Articles 130 and 794 of Law No. 13,105/2015 (“Brazilian Code of Civil Procedure”), as well as any right and/or benefit that may exist as a result of judicial or extrajudicial reorganization, bankruptcy, or equivalent measure of the Obligors.

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6. Qualquer atraso ou omissão da Beneficiária no exercício de qualquer direito previsto neste instrumento não importará em renúncia. Os direitos e recursos da Beneficiária são cumulativos e não exclusivos de quaisquer outros previstos em lei.	6. No delay or omission on the part of the Beneficiary in exercising any right hereunder shall operate as a waiver thereof. The rights and remedies of the Beneficiary are cumulative and not exclusive of any rights provided by law.
7. Todas e quaisquer correspondências entre Fiadores, Beneficiária e Afiançadas deverão ser realizadas por escrito e encaminhadas para os seus respectivos endereços indicados nos parágrafos 1 e 2 acima.	7. All correspondence between the Guarantors, the Beneficiary, and the Obligors shall be made in writing and sent to their respective addresses indicated in paragraphs 1 and 2 above.
7.1. Qualquer alteração do endereço dos Fiadores deverá ser imediatamente comunicada pelos Fiadores para Beneficiária.	7.1. Any change of address by the Guarantors must be immediately communicated by the Guarantors to the Beneficiary.
8. As Afiançadas deverão providenciar e assegurar que esta Carta de Fiança seja devidamente registrada no Cartório de Registro de Títulos e Documentos competente (“RTD”), nos termos da Lei nº 6.015/1973, no prazo de vinte (20) dias úteis a contar da data de sua assinatura, prazo este que poderá ser prorrogado por um período adicional de 15 (quinze) dias corridos caso o RTD apresente exigências adicionais para o registro desta Carta de Fiança, desde que as Afiançadas entreguem aos Credores e ao Agente Administrativo evidência de que tais exigências foram cumpridas no prazo de dez (10) [dias úteis] [dias] a contar da data da exigência feita pelo RTD, devendo as Afiançadas, ainda, fornecerem aos Credores e ao Agente Administrativo a comprovação do protocolo para registro desta Carta de Fiança e do registro propriamente dito prontamente após sua obtenção, mas, em qualquer caso, no prazo de até cinco (5) dias úteis.	8 The Obligors shall cause and shall ensure that this Letter of Guarantee is duly registered with the applicable Registry of Titles and Documents (Registro de Títulos e Documentos – RTD) pursuant to the Brazilian Public Registries Law within twenty (20) Business Days from the date of its execution which may be extended for an additional period of fifteen (15) days in case that the competent registry office makes further requirements to register the Brazilian Guarantee Agreement, provided that the Borrowers shall provide the Lenders and the Administrative Agent with evidence that such further requirements have been fulfilled within ten (10) [Business Days] [days] from the date of the registry office makes such requirements, and the Borrowers shall provide the Lenders and the Administrative Agent with evidence of such filing for registration and registration promptly thereafter, but in each case, no later than five (5) Business Days thereafter.
9. Cada um dos Fiadores neste ato declara e garante que:	9. Each of the Guarantors hereby represents and warrants that:
(a) celebrou o Contrato e conhece integralmente os termos do Contrato;	(a) it has entered into the Credit Agreement and is fully aware of the terms of the Credit Agreement;

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(b) possui os poderes e está autorizado a assinar e formalizar a presente Carta de Fiança, assim como a formalizar, cumprir e assumir as obrigações acordadas neste instrumento, tendo obtido todas as aprovações societárias, legais e regulamentares necessárias para autorizar a assinatura, formalização e cumprimento desta Carta de Fiança;	(b) it has the power and is duly authorized to execute and deliver this Letter of Guarantee, as well as to execute, perform, and assume the obligations agreed to herein, having obtained all necessary corporate, legal, and regulatory approvals to authorize the execution, delivery, and performance of this Letter of Guarantee;
(c) a assinatura, formalização e cumprimento desta Carta de Fiança não infringem nem divergem de qualquer lei ou regulamento aplicável ao Fiador, nem tampouco infringem ou divergem de qualquer disposição de seus atos constitutivos, nem de qualquer ordem ou sentença formulada por qualquer juízo ou outro órgão governamental, que a ele se aplique, nem a qualquer de seus ativos, nem, ainda, às restrições contratuais a que esteja vinculado, que a afetem ou que afetem quaisquer de seus ativos; e	(c) the execution, delivery, and performance of this Letter of Guarantee do not violate or conflict with any law or regulation applicable to the Guarantor, nor do they violate or conflict with any provision of its organizational documents, or any order or judgment issued by any court or other governmental authority applicable to it or any of its assets, nor any contractual restrictions to which it is bound, that affect it or any of its assets; and
(d) as obrigações do Fiador sob a presente Carta de Fiança permanecerão em pleno vigor e eficácia, independentemente de qualquer alteração na estrutura de capital das Afiançadas e/ou no controle acionário das mesmas, durante o prazo do Contrato e da presente Carta de Fiança.	(d) the obligations of the Guarantor under this Letter of Guarantee shall remain in full force and effect, regardless of any change in the capital structure and/or shareholding control of the Obligors, during the term of the Credit Agreement and this Letter of Guarantee.
10. Nenhuma alteração a esta Garantia será válida a menos que feita por escrito e assinada pela Beneficiária e pelos Fiadores<br><br>.	10. No amendment to this Letter of Guarantee shall be effective unless in writing and signed by the Beneficiary and the Guarantors.
11. Os Fiadores não poderão ceder ou transferir quaisquer direitos ou obrigações decorrentes deste instrumento sem o consentimento prévio por escrito da Beneficiária.	11. The Guarantors may not assign or transfer any of its rights or obligations hereunder without the Beneficiary’s prior written consent.
12. A presente Carta de Fiança é celebrado nas línguas inglesa e portuguesa. Em caso de inconsistência entre as duas versões, a versão em português sempre prevalecerá.	12. This Letter of Guarantee is executed in both the English and Portuguese languages. In the event of any inconsistency between the two versions, the Portuguese version shall always prevail.

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13. A presente fiança é outorgada de acordo com as leis brasileiras.	13. This guarantee is granted in accordance with the laws of Brazil.13. This guarantee is granted in accordance with the laws of Brazil.
14. As partes concordam que esta Carta de Fiança poderá ser assinada por meio de assinatura eletrônica não certificada pelo procedimento de certificação da Infraestrutura de Chaves Públicas Brasileira (ICP-Brasil), nos termos do artigo 10, § 2º, da Medida Provisória nº 2.200-2/01, e concordam ainda que a presente Carta de Fiança será válida, vinculante e exequível para todos os fins legais.	14. The parties hereby agree that this Letter of Guarantee may be executed by means of an electronic signature not certified through the Brazilian Infrastructure of Public Keys (ICP-Brazil) certification procedure pursuant to Article 10, § 2, of Provisional Measure No. 2,200-2/01, and further agree that this Letter of Guarantee will be valid, binding and enforceable for all legal purposes.
15. Nos termos do Artigo 784, III do Código de Processo Civil Brasileiro, esta Garantia constitui título executivo extrajudicial, para todos os fins previstos em lei.	15. Pursuant to Article 784, III of the Brazilian Code of Civil Procedure, this Guarantee constitutes an extrajudicial enforcement instrument (título executivo extrajudicial) for all legal purposes.
16. Fica eleito o foro da Comarca da Cidade de São Paulo, Estado de São Paulo, para dirimir quaisquer questões decorrentes da presente fiança, com renúncia a qualquer outro, por mais privilegiado que seja.	16. The courts of the City of São Paulo, State of São Paulo, are hereby elected to resolve any matters arising from this guarantee, with express waiver of any other jurisdiction, however privileged it may be.
EM TESTEMUNHO DO QUE, as Partes firmaram a presente Carta de Fiança, na presença de duas testemunhas.	IN WITNESS WHEREOF, the Parties hereto have executed this Letter of Guarantee, in the presence of the two witnesses below.

Exh. F - 8

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______________________<br><br>Arcos Dourados Comércio de Alimentos S.A.<br><br><br><br><br><br><br><br>______________________<br><br>Arcos Dourados Restaurantes Ltda<br><br><br><br><br><br>Testemunhas:<br><br><br><br><br><br>______________________<br><br><br><br><br><br>______________________	______________________<br><br>Arcos Dourados Comércio de Alimentos S.A.<br><br><br><br><br><br><br><br>______________________<br><br>Arcos Dourados Restaurantes Ltda<br><br><br><br><br><br>Witnesses:<br><br><br><br><br><br>______________________<br><br><br><br><br><br>______________________

Exh. F - 9

Document

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and dated as of October 16, 2025, among Arcos Dorados Holdings Inc., a business company incorporated under the laws of the British Virgin Islands with company number 1619553 and its registered office at Kingston Chambers, P.O. Box 173, Road Town, Tortola VG1110, British Virgin Islands (the “Parent Borrower”) and Arcos Dorados B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Dutch Borrower” and, together with the Parent Borrower, the “Borrowers”), as borrowers, certain subsidiaries of the Borrowers as guarantors (the “Guarantors”), the Required Lenders (as defined in the Credit Agreement), and GLAS USA LLC, as administrative agent (the “Administrative Agent”) and amends that certain Credit Agreement dated as of September 30, 2025, among the Borrowers, the Guarantors, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent (as amended or modified from time to time, the “Credit Agreement”).

R E C I T A L S

WHEREAS, a Lender has requested that the other Lenders and the Loan Parties agree to make certain amendments to the Credit Agreement as set forth described herein to further clarify the commercial understanding of the Parties;

WHEREAS, (a) pursuant to Section 10.03(b) (Amendments; Waivers) of the Credit Agreement, subject to certain exceptions listed therein, the Credit Agreement and the provisions therein may not be waived, amended or modified except pursuant to a written agreement entered into by the Borrowers, the Required Lenders and the Administrative Agent; and (b) subject to the terms and conditions hereof, the undersigned Required Lenders have agreed to amend certain provisions of the Credit Agreement as described herein.

WHEREAS, the undersigned Lenders, constituting the Required Lenders in accordance with 10.03(b) (Amendments; Waivers) of the Credit Agreement, hereby agree to modify such provisions of the Credit Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Terms. All terms used herein shall have the same meanings as in the Credit Agreement unless otherwise defined herein.

Section 2. Amendments to the Credit Agreement. Effective as of the Effective Date (as defined below), pursuant to 10.03(b) (Amendments; Waivers) of the Credit Agreement and subject to the terms and conditions set forth in Section 2 hereunder, the Loan Parties and the Required Lenders hereby agree to amend the Credit Agreement as set forth below, by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text):

(a) Defined term “Borrowing Notice” in Section 1.01 (Defined Terms) of the Credit Agreement as set forth below:

“ “Borrowing Notice” means a notice of (a) a Borrowing, or (b) a conversion of Loans from one Type to the other, or (c) a continuation of Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).”

(b) Defined term “Conforming Changes” in Section 1.01 (Defined Terms) of the Credit Agreement as set forth below:

“ “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15 and other technical, administrative or operational matters) that the Administrative Agent decides (acting at the direction of the Required Lenders) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (acting at the direction of the Required Lenders) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).”

“ “Interest Period” means, with respect to any Borrowing, the period commencing on the date of such Borrowing or on the date of the conversion or continuation of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to availability thereof), as specified by the Borrowers in the applicable Borrowing Notice; provided that:

(iii) no Interest Period shall extend beyond the Maturity Date; and

(iv) no tenor that has been removed from this definition pursuant to Section 2.20(d) shall be available for specification in such Borrowing Notice.

(d) Defined term “Type” in Section 1.01 (Defined Terms) of the Credit Agreement is deleted in its entirety as set forth below:

“ “Type” means, with respect to any Loan, whether such Loan is a Term SOFR Loan or a Daily Simple SOFR Loan. ”

(e) Section 2.02(a) and (b) (Borrowings, Conversions and Continuations of Loans) of the Credit Agreement as set forth below:

“Section 2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Borrowing, each conversion of Loans from one Type to another and each continuation of Term SOFR Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent in the form of a Borrowing Notice. Each Borrowing of, conversion to or continuation of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof.

(b) Each Borrowing Notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time:

(ii) in the case of a Daily Simple SOFR Loan, one (1) U.S. Government Securities Business Day prior to the requested date of any Borrowing or conversion to Daily Simple SOFR Loans.”

(f) Clause (b) and second paragraph of Section 2.09 (Inability to Determine Rates) of the Credit Agreement as set forth below:

“ (b) the Required Lenders determine that for any reason in connection with (i) any request for a SOFR Loan, or (ii) a conversion thereto or a continuation thereof, that Term SOFR or Daily Simple SOFR, as applicable, for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent will promptly so notify the Borrowers and each Lender.

(g) Section 2.13(a) (Increased Costs) of the Credit Agreement as set forth below:

“ Section 2.13 Increased Costs.

(ii) does or shall impose on any Lender any other condition affecting this Agreement or the Loans;

(h) Section 2.19 (Illegality) of the Credit Agreement as set forth below:

“ Section 2.19. Illegality. If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Term SOFR or Daily Simple SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Term SOFR or Daily Simple SOFR, then, upon notice thereof by such Lender to the Borrowers (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Lenders to make the affected SOFR Loans, and any right of the Borrowers to continue such SOFR Loans or to convert Base Rate Loans to such SOFR Loans, shall be suspended, and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent (acting at the direction of the Required Lenders) without reference to clause (c) of the definition of “ABR”, in each case until (x) each affected Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist with respect to the relevant Benchmark and (y) the Borrowers deliver a new Borrowing Notice in accordance with the terms of Section 2.02. Upon receipt of an Illegality Notice, the Borrowers shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, (i) (A) convert all Term SOFR Loans to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not subject to the Illegality Notice) or (y) Base Rate Loans (if the Daily Simple SOFR is also subject to the Illegality Notice) (in which case, the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent (acting at the direction of the Required Lenders) without reference to clause (c) of the definition of “ABR”), or (B) convert all Daily Simple SOFR Loans to Base Rate Loans (in which case, the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “ABR”); in each case of (A) and (B) this clause (i), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain the affected SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13.”

(i) Section 2.20(e) (Benchmark Replacement Setting) of the Credit Agreement as set forth below:

“ (e) Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Borrowers may revoke any pending request for a Borrowing of SOFR Loans, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any applicable Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not also affected by the Benchmark Unavailability Period) or (y) Base Rate Loans (if the Daily Simple SOFR also is affected by the Benchmark Unavailability Period); (ii) the Borrowers may revoke any pending request for a Borrowing of Daily Simple SOFR Loans, conversion to or continuation of Daily Simple SOFR Loans to be made, converted or continued during any applicable Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans; (iii) any outstanding affected Term SOFR Loans will be deemed to have been converted to (x) Daily Simple SOFR Loans (so long as the Daily Simple SOFR is not also affected by the Benchmark Unavailability Period) or (y) Base Rate Loans (if the Daily Simple SOFR also is affected by the Benchmark Unavailability Period) at the end of the applicable Interest Period; and (iv) any outstanding affected Daily Simple SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. ”

(j) Amend the "irrevocable request and New or Resulting Loans sections of the Borrowing Notice, attached as Exhibit A to the Credit Agreement (Form of Borrowing Notice), as set forth below:

Pursuant to Section 2.02(a) of the Agreement, the Borrowers hereby irrevocably request:

(Please select one)<br><br>☐ a new Loan (and this notice constitutes a Borrowing Notice)<br><br>☐ a conversion of an outstanding Loan<br><br>☐ continuation of a Term SOFR Loan with a new Interest Period

as specified below:

New or resulting Loan
Amount:	☐ U.S.$ [Amount]<br><br>☐ Same as the Outstanding Loan
Date of funding, conversion, or continuation:	[Date]***<br><br>(a Business Day)<br><br>(the “Borrowing Date”)
Type:	☐ a Term SOFR Loan with an Interest Period of:<br><br>☐ 1 month<br><br>☐ 3 months<br><br>☐ 6 months<br><br>☐ a Daily Simple SOFR Loan

Section 3. Representations and Warranties. As of the date hereof and as of the Effective Date, the Loan Parties hereby represent and warrant to the Lender that (a) the representations and warranties set forth in Article 3 of the Credit Agreement are true and correct as of each such date, (b) no event has occurred and is continuing, or would result from the execution and delivery to the Lender of this Amendment, that constitutes a Default or Event of Default, and (c) the execution, delivery and performance of this Amendment by the Loan Parties have been duly authorized by all necessary action and that this Amendment is a legal, valid and binding obligation of the Loan Parties party hereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws.

Section 4. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Effective Date”) when each of the following conditions is satisfied (or waived in writing by the Lender):

(a) each of the Lender, the Borrowers, each Guarantor and the Administrative Agent shall have received this Amendment duly executed and delivered by or on behalf of each of the other parties hereto;

Section 5. Miscellaneous.

5.1 Effectiveness of the Credit Agreement and other Loan Documents. Except as hereby expressly amended, the Loan Documents shall each remain in full force and effect, are hereby ratified and confirmed in all respects on and as of the date hereof, and each Loan Party hereby reaffirms its obligations thereunder. Nothing in this Amendment shall constitute a novation of the Loan Parties’ obligations under the Credit Agreement or any other Loan Document, which obligations shall continue in full force and effect as set forth in the Loan Documents and the Credit Agreement, as amended hereby. Except as expressly provided herein, (i) nothing herein shall limit in any way the rights and remedies of the Lenders under the Credit Agreement, and (ii) the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and affirmed.

5.2 Loan Document. This Amendment is a Loan Document.

5.3 Counterparts. This Amendment may be executed in any number of counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

5.4 Reaffirmation and Acknowledgment. Each Guarantor hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. Each Borrower and each Guarantor hereby (a) reaffirms, ratifies and confirms its payment obligations, guarantees and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party; and (b) agrees and confirms that (i) each Loan Document to which it is a party or otherwise bound, shall continue to be in full force and effect and the payment and performance of all obligations (including as amended and reaffirmed pursuant to this Amendment) under each of the Loan Documents, (ii) no actions need to be taken, by such Person as a consequence of this Amendment, and (iii) all guarantee and other undertakings under each of the Loan Documents shall continue to be in full force and effect, shall be valid and

enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

5.5 Registration. Section 5.08(a) (Brazilian Registration requirements) of the Credit Agreement shall apply mutatis mutandis to this Amendment.

5.6 Execution; Governing Law; Jurisdiction. Sections 10.09 (Counterparts; Electronic Execution), 10.10 (Governing Law; Jurisdiction) and 10.11 (Jury Trial Waiver) of the Credit Agreement shall apply mutatis mutandis to this Amendment.

5.7 The Administrative Agent. All of the rights, protections, immunities and indemnities granted to the Administrative Agent under the Credit Agreement and the other Loan Documents shall apply to this Amendment mutatis mutandis, shall be deemed incorporated by reference into this Amendment and shall be enjoyed by the Administrative Agent, as if such rights, protections, immunities and indemnities were fully set forth herein.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ARCOS DORADOS HOLDINGS INC.,<br><br>as a Borrower
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS B.V.,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Authorized Signatory

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

GUARANTORS:

ARCOS DORADOS ARGENTINA S.A.,<br><br>as a Borrower
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DOURADOS COMÉRCIO DE ALIMENTOS S.A,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DOURADOS COMÉRCIO DE ALIMENTOS LTDA.,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS SERCAL INMOBILIARIA, S. DE R.L. DE C.V.,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

RESTAURANTES ADMX, S. DE R.L. DE C.V.,<br><br>as a Borrower
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS PUERTO RICO, LLC,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
GOLDEN ARCH DEVELOPMENT, LLC,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory
ARCOS DORADOS RESTAURANTES DE CHILE, SPA,<br><br>as a Borrower
---	---
By:	/s/ Lucas Brizuela
	Name: Lucas Brizuela
	Title: Director of Finances and Treasurer and Authorized Signatory

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

LENDERS:

JPMORGAN CHASE BANK, N.A.,<br><br>as Lender
By:	/s/ Christophe Vohmann
	Name: Christophe Vohmann
	Title: Managing Director
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.<br><br>NEW YORK BRANCH, as Lender
---	---
By:	/s/ Cara Younger
	Name: Cara Younger
	Title: Authorized Signatory
By:	/s/ Luis Ruigomez
---	---
	Name: Luis Ruigomez
	Title: Authorized Signatory
BANCO SANTANDER (BRASIL) S.A.<br><br>– GRAND CAYMAN BRANCH, as Lender
---	---
By:	/s/ Ricardo da Silva Fernandes
	Name: Ricardo da Silva Fernandes
	Title: Authorized Signatory
By:	/s/ Eliana Dozol
---	---
	Name: Eliana Dozol
	Title: Authorized Signatory

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

BANK OF AMERICA, N.A.,<br><br>as Lender
By:	/s/ Gonzalo Isaacs
	Name: Gonzalo Isaacs
	Title: Managing Director
BNP Paribas,<br><br>as Lender
---	---
By:	/s/ Sebastien Mannheim
	Name: Sebastien Mannheim
	Title: Authorized Signatory
By:	/s/ Walter Ringwald
---	---
	Name: Walter Ringwald
	Title: Authorized Signatory
FIRSTBANK PUERTO RICO,<br><br>as Lender
---	---
By:	/s/ Gesha J. Rodríguez Cabrera
	Name: Gesha J. Rodríguez Cabrera
	Title: Authorized Signatory (Vice President)

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

GLAS USA LLC,<br><br>as Administrative Agent
By:	/s/ Milton Rodriguez
	Name: Milton Rodriguez
	Title: AVP

[Signature Page to the First Amendment - Arcos Dorados Credit Agreement]

Document

Exhibit 4.18

Execution Version

ISDA®

International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT

dated as of December 18, 2025

CITIBANK, N.A. and ARCOS DORADOS BV

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this 2002 Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties or otherwise effective for the purpose of confirming or evidencing those Transactions. This 2002 Master Agreement and the Schedule are together referred to as this “Master Agreement”.

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other condition specified in this Agreement to be a condition precedent for the purpose of this Section 2(a)(iii).

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the Scheduled Settlement Date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount and payment obligation will be determined in respect of all amounts payable on the same date in the same currency in respect of those Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or any Confirmation by specifying that “Multiple Transaction Payment Netting” applies to the Transactions identified as being subject to the election (in which case clause (ii) above will not apply to such Transactions). If Multiple Transaction Payment Netting is applicable to Transactions, it will apply to those Transactions with effect from the starting date specified in the Schedule or such Confirmation, or, if a starting date is not specified in the Schedule or such Confirmation, the starting date otherwise agreed by the parties in writing. This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

ISDA® 2002	2

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If:—

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

3. Representations

Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying, 3(g) to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement). If any “Additional Representation” is specified in the Schedule or any Confirmation as applying, the party or parties specified for such Additional Representation will make and, if applicable, be deemed to repeat such Additional Representation at the time or times specified for such Additional Representation.

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

ISDA® 2002	3

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it, any of its Credit Support Providers or any of its applicable Specified Entities any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

(g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

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(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply With Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes a (subject to Sections 5(c) and 6(e)(iv)) n event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) required to be made by it if such failure is not remedied on or before the first Local Business Day in the case of any such payment or the first Local Delivery Day in the case of any such delivery after, in each case, notice of such failure is given to the party;

(ii) Breach of Agreement; Repudiation of Agreement.

(1) Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 9(h)(i)(2) or (4) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied within 30 days after notice of such failure is given to the party; or

(2) the party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this Master Agreement, any Confirmation executed and delivered by that party or any Transaction evidenced by such a Confirmation (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

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(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document, or any security interest granted by such party or such Credit Support Provider to the other party pursuant to any such Credit Support Document, to be in full force and effect for the purpose of this Agreement (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or 3(f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:―

(1) defaults (other than by failing to make a delivery) under a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction;

(2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day);

(3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction or any credit support arrangement relating to a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or;

(4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction or any credit support arrangement relating to a Specified Transaction that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by that party, Credit Support Provider or Specified Entity (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

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(vi) Cross-Default. If “Cross-Default” is specified in the Schedule as applying to the party, the occurrence or existence of:―

(1)a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable; or;

(2)a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of not less than the applicable Threshold Amount;

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (l) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

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(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution:—

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes (subject to Section 5(c)) an Illegality if the event is specified in clause (i) below, a Force Majeure Event if the event is specified in clause (ii) below, a Tax Event if the event is specified in clause (iii) below, a Tax Event Upon Merger if the event is specified in clause (iv) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to clause (v) below or an Additional Termination Event if the event is specified pursuant to clause (vi) below:—

(i) Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, due to an event or circumstance (other than any action taken by a party or, if applicable, any Credit Support Provider of such party) occurring after a Transaction is entered into, it becomes unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by either party or any Credit Support Provider, as the case may be), on any day, or it would be unlawful if the relevant payment, delivery or compliance were required on that day (in each case, other than as a result of a breach by the party of Section 4(b)):—

(1) for the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction to perform any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) for such party or any Credit Support Provider of such party (which will be the Affected Party) to perform any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, to receive a payment or delivery under such Credit Support Document or to comply with any other material provision of such Credit Support Document;

(ii) Force Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of force majeure or act of state occurring after a Transaction is entered into, on any day:―

(1) the Office through which such party (which will be the Affected Party) makes and receives payments or deliveries with respect to such Transaction is prevented from performing any absolute or contingent obligation to make a payment or delivery in respect of such Transaction, from receiving a payment or delivery in respect of such Transaction or from complying with any other material provision of this Agreement relating to such Transaction (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such Office so to

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perform, receive or comply (or it would be impossible or impracticable for such Office so to perform, receive or comply if such payment, delivery or compliance were required on that day); or

(2) such party or any Credit Support Provider of such party (which will be the Affected Party) is prevented from performing any absolute or contingent obligation to make a payment or delivery which such party or Credit Support Provider has under any Credit Support Document relating to such Transaction, from receiving a payment or delivery under such Credit Support Document or from complying with any other material provision of such Credit Support Document (or would be so prevented if such payment, delivery or compliance were required on that day), or it becomes impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply (or it would be impossible or impracticable for such party or Credit Support Provider so to perform, receive or comply if such payment, delivery or compliance were required on that day),

so long as the force majeure or act of state is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;

(iii) Tax Event. Due to (1) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (2) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Settlement Date (A) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (B) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 9(h)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iv) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganizing, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption;

(v) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, a Designated Event (as defined below) occurs with respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party (in each case, “X”) and such Designated Event does not constitute a Merger Without Assumption, and the creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:—

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(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the date of this Master Agreement) to, or reorganizes, reincorporates or reconstitutes into or as, another entity;

(2) any person, related group of persons or entity acquires directly or indirectly the beneficial ownership of (A) equity securities having the power to elect a majority of the board of directors (or its equivalent) of X or (B) any other ownership interest enabling it to exercise control of X; or

(3) X effects any substantial change in its capital structure by means of the issuance, incurrence or guarantee of debt or the issuance of (A) preferred stock or other securities convertible into or exchangeable for debt or preferred stock or (B) in the case of entities other than corporations, any other form of ownership interest; or

(vi) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties will be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(i) An event or circumstance that constitutes or gives rise to an Illegality or a Force Majeure Event will not, for so long as that is the case, also constitute or give rise to an Event of Default under Section 5(a)(i), 5(a)(ii)(1) or 5(a)(iii)(1) insofar as such event or circumstance relates to the failure to make any payment or delivery or a failure to comply with any other material provision of this Agreement or a Credit Support Document, as the case may be.

(ii) Except in circumstances contemplated by clause (i) above, if an event or circumstance which would otherwise constitute or give rise to an Illegality or a Force Majeure Event also constitutes an Event of Default or any other Termination Event, it will be treated as an Event of Default or such other Termination Event, as the case may be, and will not constitute or give rise to an Illegality or a Force Majeure Event.

(iii) If an event or circumstance which would otherwise constitute or give rise to a Force Majeure Event also constitutes an Illegality, it will be treated as an Illegality, except as described in clause (ii) above, and not a Force Majeure Event.

(d) Deferral of Payments and Deliveries During Waiting Period. If an Illegality or a Force Majeure Event has occurred and is continuing with respect to a Transaction, each payment or delivery which would otherwise be required to be made under that Transaction will be deferred to, and will not be due until:―

(i) the first Local Business Day or, in the case of a delivery, the first Local Delivery Day (or the first day that would have been a Local Business Day or Local Delivery Day, as appropriate, but for the occurrence of the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event) following the end of any applicable Waiting Period in respect of that Illegality or Force Majeure Event, as the case may be; or

(ii) if earlier, the date on which the event or circumstance constituting or giving rise to that Illegality or Force Majeure Event ceases to exist or, if such date is not a Local Business Day or, in the case of a delivery, a Local Delivery Day, the first following day that is a Local Business Day or Local Delivery Day, as appropriate.

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(e) Inability of Head or Home Office to Perform Obligations of Branch. If (i) an Illegality or a Force Majeure Event occurs under Section 5(b)(i)(1) or 5(b)(ii)(1) and the relevant Office is not the Affected Party’s head or home office, (ii) Section 10(a) applies, (iii) the other party seeks performance of the relevant obligation or compliance with the relevant provision by the Affected Party’s head or home office and (iv) the Affected Party’s head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) with respect to such party, then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(b)(i)(1) or 5(b)(ii)(1), as the case may be, and the Affected Party’s head or home office, such failure will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1).

6. Early Termination; Close-Out Netting

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

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(iii) Two Affected Parties. If a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(b)(i) to avoid that Termination Event.

(iv) Right to Terminate.

(1) If:—

(A) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there are two Affected Parties, or the Non-affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, if the relevant Termination Event is then continuing, by not more than 20 days notice to the other party, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:―

(A) Subject to clause (B) below, either party may, by not more than 20 days notice to the other party, designate (I) a day not earlier than the day on which such notice becomes effective as an Early Termination Date in respect of all Affected Transactions or (II) by specifying in that notice the Affected Transactions in respect of which it is designating the relevant day as an Early Termination Date, a day not earlier than two Local Business Days following the day on which such notice becomes effective as an Early Termination Date in respect of less than all Affected Transactions. Upon receipt of a notice designating an Early Termination Date in respect of less than all Affected Transactions, the other party may, by notice to the designating party, if such notice is effective on or before the day so designated, designate that same day as an Early Termination Date in respect of any or all other Affected Transactions.

(B) An Affected Party (if the Illegality or Force Majeure Event relates to performance by such party or any Credit Support Provider of such party of an obligation to make any payment or delivery under, or to compliance with any other material provision of, the relevant Credit Support Document) will only have the right to designate an Early Termination Date under Section 6(b)(iv)(2)(A) as a result of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2) following the prior designation by the other party of an Early Termination Date, pursuant to Section 6(b)(iv)(2)(A), in respect of less than all Affected Transactions.

(i) If notice designating an Early Termination Date is given under Section 6(a) or 6(b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

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(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 9(h)(i) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date will be determined pursuant to Sections 6(e) and 9(h)(ii).

(d) Calculations; Payment Date.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (l) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data.

(ii) Payment Date. An Early Termination Amount due in respect of any Early Termination Date will, together with any amount of interest payable pursuant to Section 9(h)(ii)(2), be payable (1) on the day on which notice of the amount payable is effective in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default and (2) on the day which is two Local Business Days after the day on which notice of the amount payable is effective (or, if there are two Affected Parties, after the day on which the statement provided pursuant to clause (i) above by the second party to provide such a statement is effective) in the case of an Early Termination Date which is designated as a result of a Termination Event.

(e) Payments on Early Termination. If an Early Termination Date occurs, the amount, if any, payable in respect of that Early Termination Date (the “Early Termination Amount”) will be determined pursuant to this Section 6(e) and will be subject to Section 6(f).

(i) Events of Default. If the Early Termination Date results from an Event of Default, the Early Termination Amount will be an amount equal to (1) the sum of (A) the Termination Currency Equivalent of the Close-out Amount or Close-out Amounts (whether positive or negative) determined by the Non-defaulting Party for each Terminated Transaction or group of Terminated Transactions, as the case may be, and (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (2) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If the Early Termination Amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of Early Termination Amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:―

(1) One Affected Party. Subject to clause (3) below, if there is one Affected Party, the Early Termination Amount will be determined in accordance with Section 6(e)(i), except that references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and to the Non-affected Party, respectively.

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of the difference between the higher amount so determined (by party “X”) and lower amount so determined (by party “Y”) and (II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y.

(3) Mid-Market Events. If that Termination Event is an Illegality or a Force Majeure Event, then the Early Termination Amount will be determined in accordance with clause (1) or (2) above, as appropriate, except that, for the purpose of determining a Close-out Amount or Close-out Amounts, the Determining Party will:―

(A) if obtaining quotations from one or more third parties (or from any of the Determining Party’s Affiliates), ask each third party or Affiliate (I) not to take account of the current creditworthiness of the Determining Party or any existing Credit Support Document and (II) to provide mid-market quotations; and

(B) in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Adjustment for Illegality or Force Majeure Event. The failure by a party or any Credit Support Provider of such party to pay, when due, any Early Termination Amount will not constitute an Event of Default under Section 5(a)(i) or 5(a)(iii)(1) if such failure is due to the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event. Such amount will (1) accrue interest and otherwise be treated as an Unpaid Amount owing to the other party if subsequently an Early Termination Date results from an Event of Default, a Credit Event Upon Merger or an Additional Termination Event in respect of which all outstanding Transactions are Affected Transactions and (2) otherwise accrue interest in accordance with Section 9(h)(ii)(2).

(v) Pre-Estimate. The parties agree that an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks, and, except as otherwise provided in this Agreement, neither party will be entitled to recover any additional damages as a consequence of the termination of the Terminated Transactions.

(f) Set-off. Any Early Termination Amount payable to one party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be (“X”) (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts (“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f).

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For this purpose, either the Early Termination Amount or the Other Amounts (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, in good faith and using commercially reasonable procedures, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation and set off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) will be effective to create a charge or other security interest. This Section 6(f) will be without prejudice and in addition to any right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which any party is at any time otherwise entitled or subject (whether by operation of law, contract or otherwise).

7. Transfer

Subject to Section 6(b)(ii) and to the extent permitted by applicable law, neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:―

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any Early Termination Amount payable to it by a Defaulting Party, together with any amounts payable on or with respect to that interest and any other rights associated with that interest pursuant to Sections 8, 9(h) and 11.

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in good faith and using commercially reasonable procedures in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in clause (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the

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Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.

(c) Separate Indemnities. To the extent permitted by applicable law, the indemnities in this Section 8 constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.

(b) Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

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(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

(h) Interest and Compensation.

(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:―

(1) Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate.

(2) Compensation for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery.

(3) Interest on Deferred Payments. If:―

(A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate;

(B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or

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(C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.

(4) Compensation for Deferred Deliveries. If:―

(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;

(B) a delivery is deferred pursuant to Section 5(d); or

(C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired,

the party required (or that would otherwise have been required) to make the delivery will, to the extent permitted by applicable law and subject to Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses (A) and (B) above, such delivery is required) if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

(ii) Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:―

(1) Unpaid Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

(2) Interest on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after judgment) on that amount in the Termination Currency, for the period from (and including) such Early Termination Date to (but excluding) the date the amount is paid, at the Applicable Close-out Rate.

(iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.

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10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.

(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).

(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system or e-mail) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;

(v) if sent by electronic messaging system, on the date it is received, or

(vi) if sent by e-mail, on the date it is delivered,

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unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Details. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement (“Proceedings”), each party irrevocably:—

(i) submits:—

(1) if this Agreement is expressed to be governed by English law, to (A) the non-exclusive jurisdiction of the English courts if the Proceedings do not involve a Convention Court and (B) the exclusive jurisdiction of the English courts if the Proceedings do involve a Convention Court; or

(2) if this Agreement is expressed to be governed by the laws of the State of New York, to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City;

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party; and

(iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent, if any, specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12(a)(i), 12(a)(iii) or 12(a)(iv). Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by applicable law.

(d) Waiver of Immunities. Each party irrevocably waives, to the extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

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14. Definitions

As used in this Agreement:—

“Additional Representation” has the meaning specified in Section 3.

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Force Majeure Event, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event (which, in the case of an Illegality under Section 5(b)(i)(2) or a Force Majeure Event under Section 5(b)(ii)(2), means all Transactions unless the relevant Credit Support Document references only certain Transactions, in which case those Transactions and, if the relevant Credit Support Document constitutes a Confirmation for a Transaction, that Transaction) and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Agreement” has the meaning specified in Section 1(c).

“Applicable Close-out Rate” means:—

(a) in respect of the determination of an Unpaid Amount:―

(i) (i) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;

(iii) in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and

(iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and

(b) in respect of an Early Termination Amount:―

(i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:―

(1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate;

(2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and

(3) in all other cases, the Applicable Deferral Rate; and

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(ii) for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:―

(1) if a party fails to pay the Early Termination Amount due to the occurrence of an event or circumstance which would, if it occurred with respect to a payment or delivery under a Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and for so long as the Early Termination Amount remains unpaid due to the continuing existence of such event or circumstance, the Applicable Deferral Rate;

(2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate;

(3) if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non-default Rate; and

(4) in all other cases, the Termination Rate.

“Applicable Deferral Rate” means:—

(a) for the purpose of Section 9(h)(i)(3)(A), the rate certified by the relevant payer to be a rate offered to the payer by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market;

(b) for purposes of Section 9(h)(i)(3)(B) and clause (a)(iii) of the definition of Applicable Close-out Rate, the rate certified by the relevant payer to be a rate offered to prime banks by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the payer after consultation with the other party, if practicable, for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market; and

(c) for purposes of Section 9(h)(i)(3)(C) and clauses (a)(iv), (b)(i)(3) and (b)(ii)(1) of the definition of Applicable Close-out Rate, a rate equal to the arithmetic mean of the rate determined pursuant to clause (a) above and a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount.

“Automatic Early Termination” has the meaning specified in Section 6(a).

“Burdened Party” has the meaning specified in Section 5(b)(iv).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs after the parties enter into the relevant Transaction.

“Close-out Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realized under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.

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Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:―

(i)quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii)information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii)information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based on information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:―

(1)application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

(2)application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

ISDA® 2002	23

“Confirmation” has the meaning specified in the preamble.

“consent” includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent.

“Contractual Currency” has the meaning specified in Section 8(a).

“Convention Court” means any court which is bound to apply to the Proceedings either Article 17 of the 1968 Brussels Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters or Article 17 of the 1988 Lugano Convention on Jurisdiction and the Enforcement of Judgments in Civil and Commercial Matters.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Cross-Default” means the event specified in Section 5(a)(vi).

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Designated Event” has the meaning specified in Section 5(b)(v).

“Determining Party” means the party determining a Close-out Amount.

“Early Termination Amount” has the meaning specified in Section 6(e).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“electronic messages” does not include e-mails but does include documents expressed in markup languages, and

“electronic messaging system” will be construed accordingly.

“English law” means the law of England and Wales, and “English” will be construed accordingly.

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Force Majeure Event” has the meaning specified in Section 5(b).

“General Business Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits).

“Illegality” has the meaning specified in Section 5(b).

ISDA® 2002	24

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “unlawful” will be construed accordingly.

“Local Business Day” means (a) in relation to any obligation under Section 2(a)(i), a General Business Day in the place or places specified in the relevant Confirmation and a day on which a relevant settlement system is open or operating as specified in the relevant Confirmation or, if a place or a settlement system is not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) for the purpose of determining when a Waiting Period expires, a General Business Day in the place where the event or circumstance that constitutes or gives rise to the Illegality or Force Majeure Event, as the case may be, occurs, (c) in relation to any other payment, a General Business Day in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment and, if that currency does not have a single recognized principal financial centre, a day on which the settlement system necessary to accomplish such payment is open, (d) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), a General Business Day (or a day that would have been a General Business Day but for the occurrence of an event or circumstance which would, if it occurred with respect to payment, delivery or compliance related to a Transaction, constitute or give rise to an Illegality or a Force Majeure Event) in the place specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (de) in relation to Section 5(a)(v)(2), a General Business Day in the relevant locations for performance with respect to such Specified Transaction.

“Local Delivery Day” means, for purposes of Sections 5(a)(i) and 5(d), a day on which settlement systems necessary to accomplish the relevant delivery are generally open for business so that the delivery is capable of being accomplished in accordance with customary market practice, in the place specified in the relevant Confirmation or, if not so specified, in a location as determined in accordance with customary market practice for the relevant delivery.

“Master Agreement” has the meaning specified in the preamble.

“Merger Without Assumption” means the event specified in Section 5(a)(viii).

“Multiple Transaction Payment Netting” has the meaning specified in Section 2(c).

“Non-affected Party” means, so long as there is only one Affected Party, the other party.

“Non-default Rate” means the rate certified by the Non-defaulting Party to be a rate offered to the Non-defaulting Party by a major bank in a relevant interbank market for overnight deposits in the applicable currency, such bank to be selected in good faith by the Non-defaulting Party for the purpose of obtaining a representative rate that will reasonably reflect conditions prevailing at the time in that relevant market.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Other Amounts” has the meaning specified in Section 6(f).

ISDA® 2002	25

“Payee” has the meaning specified in Section 6(f).

“Payer” has the meaning specified in Section 6(f).

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Proceedings” has the meaning specified in Section 13(b).

“Process Agent” has the meaning specified in the Schedule.

“rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Schedule” has the meaning specified in the preamble.

“Scheduled Settlement Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction”. means, subject to the Schedule, (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is not a Transaction under this Agreement but (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets (including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Stamp Tax Jurisdiction” has the meaning specified in Section 4(e).

ISDA® 2002	26

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means, with respect to any Early Termination Date, (a) if resulting from an Illegality or a Force Majeure Event, all Affected Transactions specified in the notice given pursuant to Section 6(b)(iv), (b) if resulting from any other Termination Event, all Affected Transactions and (c) if resulting from an Event of Default, all Transactions in effect either immediately before the effectiveness of the notice designating that Early Termination Date or, if Automatic Early Termination applies, immediately before that Early Termination Date.

“Termination Currency” means (a) if a Termination Currency is specified in the Schedule and that currency is freely available, that currency, and (b) otherwise, Euro if this Agreement is expressed to be governed by English law or United States Dollars if this Agreement is expressed to be governed by the laws of the State of New York.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Close-out Amount is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Force Majeure Event, a Tax Event, a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Threshold Amount” means the amount, if any, specified as such in the Schedule.

“Transaction” has the meaning specified in the preamble.

ISDA® 2002	27

Termination Date, in each case together with any amount of interest accrued or other compensation in respect of that obligation or deferred obligation, as the case may be, pursuant to Section 9(h)(ii)(l) or (2), as appropriate. The fair market value of any obligation referred to in clause (b) above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it will be the average of the Termination Currency Equivalents of the fair market values so determined by both parties.

“Waiting Period” means:—

(a)in respect of an event or circumstance under Section 5(b)(i), other than in the case of Section 5(b)(i)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of three Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance; and

(b)in respect of an event or circumstance under Section 5(b)(ii), other than in the case of Section 5(b)(ii)(2) where the relevant payment, delivery or compliance is actually required on the relevant day (in which case no Waiting Period will apply), a period of eight Local Business Days (or days that would have been Local Business Days but for the occurrence of that event or circumstance) following the occurrence of that event or circumstance.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

CITIBANK, N.A.			ARCOS DORADOS B.V.
By:	/s/ Regina Im	By:	/s/ Lucas Brizuela
	Name: Regina Im		Name: Lucas Brizuela
	Title: Vice President		Title: Authorized Officer
	Date: 19 December 2025		Date: 18/12/2025
ISDA® 2002	28
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Document

Exhibit 4.19

Execution Version

SCHEDULE

to the

ISDA 2002 Master Agreement

dated as of December 18, 2025

between

CITIBANK, N.A.,

a national banking association organized under the laws of the United States,

acting through its Office located in New York, London, Singapore, Sydney

(“Party A”)

and

ARCOS DORADOS B.V.,

a private company with limited liability organized and existing

under the laws of the Kingdom of the Netherlands

(“Party B”)

Part 1

Termination Provisions

In this Agreement:

(a) “Specified Entity” means (i) for the purpose of Section 5(a)(v) only of this Agreement, in relation to Party A, Citigroup Global Markets Limited, Citigroup Global Markets Inc., Citigroup Global Markets Commercial Corp., Citicorp Securities Services, Inc., Citibank Europe PLC, Citigroup Financial Products Inc., Citigroup Global Markets Europe AG, Citigroup Energy Inc., Citibank Canada, and Citigroup Commodities Canada ULC, (individually a “Section 5(a)(v) Affiliate”), and (ii) in relation to Party B, for all purposes, Arcos Dorados Holdings Inc. and Arcos Dourados Comercio de Alimentos S.A (individually, a “Section 5(a)(v) Specified Entity”).

(b) “Specified Transaction” will have the meaning specified in Section 14 of this Agreement. For purposes of clause (c) of such definition, Specified Transaction includes any securities options, margin loans, short sales, any agreement governing the purchase, sale, transfer, exchange or option of a commodity, or any other commodity trading transaction and any other similar transaction now existing or hereafter entered into between Party A (or any Section 5(a)(v) Affiliate) and Party B (or any Section 5(a)(v) Specified Entity of Party B). For this purpose, “commodity” means any tangible or intangible commodity of any type or description, including without limitation power, natural gas, petroleum (and the products and by-products thereof), emissions allowances, precious metals and coal.

ISDA® 2002	29

(c) The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B; subject to the following amendments:

(i) deleting in the seventh line threof the words “, or becoming capable at such time of being declared,” and

(ii) adding at the end thereof: “provided that, notwithstanding the foregoing, it shall not be an Event of Default with respect to party (“X”) if (A) the default, or other similar event or conditions of the failure to pay was caused by an error or omission of an administrative or operational nature made by or on behalf of X by any bank, broker-dealer, clearing corporation or other similar financial intermediary holding funds, securities or other property directly or indirectly for account of X; (B) funds were available to enable X to make the relevant payment when due; and (C) such payment or delivery is made within three Local Business Days of following the error or failure being discovered.”

For purposes of Section 5(a)(vi), the following provisions apply:

“Specified Indebtedness” shall have the meaning set forth in Section 14 of this Agreement, provided, however, that Specified Indebtedness shall not include deposits received in the course of a party’s ordinary banking business.

“Threshold Amount” means

(i) with respect to Party A, 2% of the stockholders’ equity of Party A; and

(ii) with respect to Party B, U.S. $75,000,000.00

including the U.S. Dollar equivalent on the date of any default, event of default or other similar condition or event of any obligation stated in any other currency.

For purposes of the above, stockholders’ equity shall be determined by reference to the relevant party’s most recent consolidated (quarterly, in the case of a U.S. incorporated party) balance sheet and shall include, in the case of a U.S. incorporated party, legal capital, paid-in capital, retained earnings and cumulative translation adjustments. Such balance sheet shall be prepared in accordance with accounting principles that are generally accepted in such party’s country of organization.

(d) The “Credit Event Upon Merger” provisions of Section 5(b)(v) of this Agreement will apply to Party A and will apply to Party B.

(e) The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A and will not apply to Party B; provided, however, that with respect to a party, where the Event of Default specified in Section 5(a)(vii)(1), (3), (4), (5), (6) or to the extent analogous thereto, (8) is governed by a system of law which does not permit termination to take place after the occurrence of the relevant Event of Default, then the Automatic Early Termination provisions of Section 6(a) will apply to such party.

ISDA® 2002	30

(f) “Termination Currency” will have the meaning specified in Section 14 of this Agreement.

(g) “Additional Termination Event” will not apply.

(i) Default Under Local Derivative Agreement. It shall constitute an Additional Termination Event, Party B shall be the Affected Party, all Transactions shall be Affected Transactions and Party A shall be the party entitled to designate an Early Termination Date and determine any Early Termination Amount, if at any time Party B, any Credit Support Provider of Party B, or any applicable Specified Entity of Party B:

(1) defaults (other than by failing to make a delivery) under a Specified Transaction facing Banco Citibank S.A. (“Citi Brazil”) or any credit support arrangement relating to a Specified Transaction facing Citi Brazil and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction;

(2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment due on the last payment or exchange date of, or any payment on early termination of, a Specified Transaction facing Citi Brazil (or, if there is no applicable notice requirement or grace period, such default continues for at least one Local Business Day);

(3) defaults in making any delivery due under (including any delivery due on the last delivery or exchange date of) a Specified Transaction facing Citi Brazil or any credit support arrangement relating to a Specified Transaction facing Citi Brazil and, after giving effect to any applicable notice requirement or grace period, such default results in a liquidation of, an acceleration of obligations under, or an early termination of, all transactions outstanding under the documentation applicable to that Specified Transaction; or

(4) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, a Specified Transaction facing Citi Brazil or any credit support arrangement relating to a Specified Transaction facing Citi Brazil that is, in either case, confirmed or evidenced by a document or other confirming evidence executed and delivered by Party B, any Credit Support Provider of Party B, or any applicable Specified Entity of Party B (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

ISDA® 2002	31

Tax Representations

(a) Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or documents under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Representations. For the purpose of Section 3(f) of the Agreement, Party A and Party B make the representations specified below, if any:

The following representation will apply to Party A and Party B:

It is fully eligible for the benefits of the “Business Profits” or “Industrial and Commercial Profits” provision, as the case may be, the “Interest” provision or the “Other Income” provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction.

For purposes of the foregoing representation:

“Specified Treaty” means the double tax treaty between the United States and the Kingdom of the Netherlands.

“Specified Jurisdiction” means, (A) with respect to Party A, the Kingdom of the Netherlands and (B) with respect to Party B, the United States.

The following representation will apply to Party A:

It is a national banking association organized under the laws of the United States and its U.S. taxpayer identification number is 13-5266470. It is “exempt” within the meaning of Treasury Regulation sections 1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding.

ISDA® 2002	32

The following representation will apply to Party B:

It is a private company with limited liability (Besloten Vennootschap) created or organized in the Kingdom of the Netherlands and its taxpayer identification number is 808315870.

It is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of U.S. Treasury Regulations) for U.S. federal income tax purposes and a “non-U.S. branch of a foreign person” (as that term is used in Section 1.441-4(a)(3)(ii) of U.S. Treasury Regulations).

Each payment received or to be received by it in connection with this Agreement will not be effectively connected with the conduct of a trade or business in the United States.

Part 3

Agreement to Deliver Documents

For the purpose of Section 4(a) of this Agreement:

I. Tax forms, documents or certificates to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered
Party A and Party B	In the case of Party A, a valid and complete U.S. Internal Revenue Service Form W-9 (or any successor form), and in the case of Party B, a valid and complete U.S. Internal Revenue Service Form W-8BEN-E.	(i) Upon execution of this Agreement; (ii) promptly upon reasonable demand by the other party; and (iii) promptly upon any such form (or any successor thereto) previously provided by such party becoming obsolete or incorrect
ISDA® 2002	33
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II. Other documents to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d)
(a) Party A and Party B	Evidence reasonably satisfactory to the other party of the (i) authority of such party and any Credit Support Provider to enter into the Agreement, any Credit Support Document and any Transactions and (ii) authority and genuine signature of the individual signing the Agreement and any Credit Support Document on behalf of such party to execute the same.	As soon as practicable after execution of this Agreement and, if requested by the other party, as soon as practicable after execution of any Confirmation of any other Transaction.	Yes
(b) Party B	A certificate of an authorized officer for Party B certifying the authority, names and true signatures of the officers signing this Agreement or any Credit Support Document and the officers or other entities or agents, including the Investment Advisor, authorized to sign any Confirmations or approve any Transactions, reasonably satisfactory in form and substance to Party A	Upon execution of this Agreement and as necessary for any further documentation.	Yes	ISDA® 2002	34
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ISDA® 2002	35
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Part 4

Miscellaneous

(a) Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

Address for notices or communications to Party A:

With respect to a particular Transaction, all notices or communications to Party A shall be sent to the address or facsimile number indicated in the Confirmation of that Transaction.

Address: Capital Markets Documentation Unit

388 Greenwich Street

17th Floor

New York, New York 10013

ISDA® 2002	36

Attention: Director of Derivative Operations

Facsimile No.: 212 816 5550

Address for notices or communications to Party B:

Address: Arcos Dorados B.V.

Muiderstraat 5/F

1011 PZ Amsterdam

The Netherlands

Attention: At. Guido Lovati

(b) Process Agent. For the purpose of Section 13(c) of this Agreement:

Party B appoints as its Process Agent:

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(d) Multibranch Party. For the purpose of Section 10(b) of this Agreement:

Party A is a Multibranch Party and may enter into a Transaction through any of the following offices: New York, London, Singapore and Sydney.

Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent will be Party A unless (i) otherwise specified in a Confirmation in reference to the relevant Transaction or (ii) Party A is a Defaulting Party or Affected Party, in which case the Calculation Agent shall be Party B or its agent.

(f) Credit Support Document. Credit Support Document means solely in regard to Party B, the guaranty by the Credit Support Provider dated as of the date hereof in favor of Party A as beneficiary thereof.

(g) Credit Support Provider. The Credit Support Provider for Party A is not applicable. The Credit Support Provider for Party B is Arcos Dourados Comercio de Alimentos S.A.

ISDA® 2002	37

(h) Governing Law. This Agreement and any claims, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

(i) Jurisdiction. Section 13(b)(i) of the Agreement is hereby amended by deleting in line 2 of paragraph 2 the word “non-” and by deleting paragraph (iii) thereof. The following shall be added at the end of Section 13(b): “Nothing in this provision shall prohibit a party from bringing an action to enforce a money judgment in any other jurisdiction.”

(j)“Affiliate” will have the meaning specified in Section 14 of this Agreement.

(k) Absence of Litigation. For the purpose of Section 3(c): “Specified Entity” means in relation to Party A, any Affiliate of Party A, and in relation to Party B, any Affiliate of Party B.

(l)No Agency. The provisions of Section 3(g) will apply to this Agreement.

(m)Additional Representation will apply. For the purpose of Section 3 of this Agreement, each of the following will constitute an Additional Representation and each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

“(h) Relationship Between Parties.

(1) No Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

(2) Evaluation and Understanding. It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the financial and other risks of that Transaction.

(3) Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of that Transaction.

ISDA® 2002	38

(i) Risk Management. Party B alone represents that this Agreement has been, and each Transaction hereunder has been or will be, as the case may be, entered into for the purpose of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with its line of business (including financial intermediation services) and not for the purpose of speculation.

(j) [Reserved].

(k) ERISA. The assets that are used in connection with the execution, delivery and performance of this Agreement and the Transactions entered into pursuant hereto are not (i) the assets of an “employee benefit plan” (within the meaning of Section 3(3)) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other plan subject to Title I of ERISA, (ii) a plan described in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), to which Section 4975 of the Code applies, (iii) an entity whose underlying assets include “plan assets” by reason of Department of Labor regulation section 2510.3-101 (as modified by Section 3(42) of ERISA), or (iv) a governmental plan that is subject to any federal, state, or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.”

(n) Netting of Payments. Either party may notify the other in writing, not less than one Local Business Day in advance of one or more Scheduled Settlement Date, that with regard to payments due on that date, Multiple Transaction Payment Netting will apply. Except to the extent that such advance written notice shall have been given, Multiple Transaction Payment Netting will not apply for purposes of Section 2(c) of this Agreement; provided, however, that for each of the following groups of Transactions, Party A and Party B hereby elect to net payments of all amounts payable on the same day in the same currency (and through the same Office of Party A) by specifying that Multiple Transaction Payment Netting will apply (and therefore that Section 2(c)(ii) of the Agreement will not apply) with respect to each of the following groups of Transactions:

(i)FX Transactions entered into by the parties; and

(ii) Currency Option Transactions entered into by the parties;

(iii) Commodity Option Transactions entered into by the parties (on a Commodity by Commodity basis to the extent operationally feasible); and

(iv) Commodity Transactions other than Option Transactions (on a Commodity by Commodity basis to the extent operationally feasible).

The starting date for the election commences upon entering the first Transaction under the Agreement with respect to either of the above groups of Transactions.

ISDA® 2002	39

Other Provisions

(a) Waiver of Right to Trial by Jury. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Agreement.

(b) Severability. Except as otherwise provided in Sections 5(b)(i) or 5(b)(ii) of this Agreement in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor, in good faith negotiations, to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

(c) Escrow Payments. If by reason of the time difference between the cities in which payments are to be made, it is not possible for simultaneous payments to be made on any date on which both parties are required to make payments hereunder, either party may at its option and in its sole discretion notify the other party that payments on that date are to be made in escrow. In this case the deposit of the payment due earlier on that date shall be made by 2:00 p.m. (local time at the place for the earlier payment) on that date with an escrow agent selected by the party giving the notice, accompanied by irrevocable payment instructions (i) to release the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding payment from the other party on the same date accompanied by the irrevocable payment instructions to the same effect or (ii) if the required deposit of the corresponding payment is not made on that same date, to return the payment deposited to the party that paid it into escrow. The party that elects to have payments made in escrow shall pay the costs of the escrow arrangements and shall cause those arrangements to provide that the intended recipient of the payment due to be deposited first shall be entitled to interest on that deposited payment for each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office where it holds that deposited payment (at 11:00 am. local time on that day) if that payment is not released by 5:00 p.m. on the date it is deposited for any reason other than the intended recipient’s failure to make the escrow deposit it is required to make hereunder in a timely fashion.

(d) Recording of Conversations. Each party hereto consents to the recording of its telephone conversations relating to this Agreement or any potential Transaction.

(e) Limitation of Liability. No party shall be required to pay or be liable to the other party for any consequential, indirect or punitive damages, opportunity costs or lost profits.

(f) 2002 Master Agreement Protocol. The parties agree that the definitions and provisions contained in Annexes 1 to 16 and Section 6 of the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. on 15th July, 2003 are incorporated into and apply to this Agreement.

(g) No U.S. Equity Underliers. The parties will not enter into any Transaction under this Agreement that directly or indirectly (including through an index) refers to an equity security or instrument of an entity organized in the United States or a subdivision thereof (or other entity that could pay U.S.-source dividends for U.S. federal income tax purposes).

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(h) Foreign Account Tax Compliance Provisions of the HIRE Act. “Tax” as used in Part 2(a) of this Schedule (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any legislation, or fiscal or regulatory rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.

(i) Transfer. The provision of Section 7 “Transfer” of the Master Agreement shall be amended by inserting before the final sentence: “No transfer shall be recognized unless the transferor party provides the other party to this Agreement with the name and address of the transferee.”

(j) Affiliate Revenue Sharing Disclosure. In connection with the transactions and services contemplated under this Agreement, certain affiliates may provide product and sales services (“Services”), collectively with the services provided by Party A to Party B. Each such affiliate provides such Services on its own behalf. Notwithstanding the foregoing, Party A and certain of its affiliates have previously agreed to share revenue in respect of any transaction or service contemplated under this Agreement based on their respective contributions to such transaction or Service. Accordingly, a portion of the revenue received by Party A from Party B under any transaction or Service contemplated by this Agreement is allocable to such affiliate(s) and is received by Party A on behalf of such affiliate(s). For a list of affiliates providing Services in specific countries, please see https://www.citibank.com/icg/docs/Affiliates.pdf.

(k) Modified Representation. For purposes of Section 3(d) of this Agreement, the following shall be added, immediately prior to the period at the end thereof:

“; provided that, in the case of financial statements delivered by a party or a Credit Support Provider of such Party pursuant to Part 3 of this Schedule, such financial statements fairly presents, in all material respects, the financial position of the relevant entity to which they relate as of the date of such financial statements.”

(l) Electronic Signatures. Each party acknowledges and agrees that it may execute this Agreement, any Transaction and any variation or amendment to the same, by electronic instrument. Each party agrees that its electronic signature appearing on the document shall have the same effect as a handwritten signature and its use of an electronic signature on this Agreement or any Confirmation shall have the same validity and legal effect as the use of a signature affixed by hand and is made with the intention of authenticating this Agreement or any Confirmation, and evidencing that party’s intention to be bound by the terms and conditions contained herein or therein. Each party represents and warrants that it has the authority to enter into this Agreement and any Transaction using an electronic signature and is not prevented from doing so pursuant to its constitutional documents, corporate authorities, internal requirements or otherwise.

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(m) Additional Amendments. The Agreement is hereby amended as follows:

(i)Section 5(a)(i) is amended by deleting each occurrence of the word “first” and replacing it with “third”;

(ii)Section 5(a)(v)(2) is amended by deleting the word “one” in the fourth line thereof and replacing it with “three”;

(iii)Clauses (4)(B) and (7) of Section (5)(a)(vii) are amended by deleting each occurrence of the number “15” and replacing it with “30”.

Part 6

FX Transactions and Currency Option Transactions

(a)The 1998 FX and Currency Option Definitions.

(i) The provisions of the 1998 FX and Currency Option Definitions as published by ISDA, Emerging Markets Traders Association and The Foreign Exchange Committee (the "FX Definitions"), are hereby incorporated herein in their entirety and shall apply to FX Transactions and Currency Option Transactions entered into by the Offices of the parties specified in Part 4 of this Schedule. FX Transactions and Currency Option Transactions are each deemed to be "Transactions" pursuant to the ISDA Master Agreement.

(ii) Unless otherwise agreed to by the parties, all FX and Currency Option Transactions entered into between the parties prior to the date of this Agreement shall be deemed to be Transactions for purposes of this Agreement. The confirmation of all FX and Currency Option Transactions via any electronic media, telex, facsimile or writing shall constitute a "Confirmation" as referred to in this Agreement even where not so specified in the Confirmation. Such Confirmations will supplement, form a part of, and be subject to this Agreement.

(iii) Supplementing any ISDA Credit Support Annex that is part of this Agreement and notwithstanding anything to the contrary contained in any definition of Local Business Day, Valuation Time means, for FX and Currency Option Transactions, the close of business in London on the Business Day immediately preceding the Valuation Date.

(b) Article 3 General Terms Relating to Currency Option Transactions.

The FX Definitions are hereby amended by adding the following new Section 3.9:

“Section 3.9 Discharge and Termination of Options. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transaction; provided, that such termination and discharge may only

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occur in respect of Currency Option Transactions with the same material terms, including but not limited to:

(i) each being with respect to the same Put Currency and the same Call Currency (i.e., a Put may only be discharged against another Put and not against a Call);

(ii) each having the same Expiration Date and Expiration Time;

(iii) each being of the same style (i.e., either both being of American or European Style);

(iv) each having the same Strike Price;

(v) neither of which shall have been exercised;

(vi) each of which has been entered into by the same pair of Offices of the parties; and

(vii) each having the same procedures for exercise;

and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions terminated and discharged. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction shall continue to be a Currency Option Transaction for all purposes hereunder.”

Part 7

Additional Provisions for Commodity Derivative Transactions

(a) Definitions. The 2005 ISDA Commodity Definitions as published by the International Swaps and Derivatives Association, Inc. and otherwise as amended, supplemented or modified from time to time (the “Commodity Definitions”), are incorporated by reference in this Agreement and the relevant Confirmations with respect to “Transactions”, as defined by the Commodity Definitions, except as otherwise specifically provided in the relevant Confirmation.

(b) Rounding. For purposes of preparing any calculations referred to in the Commodity Definitions, unless otherwise agreed to and specified in a Confirmation, rounding conventions for commodity pricing shall be as follows:

Megawatt Hours:	rounded to the nearest fourth decimal place
MMBtu:	rounded to the nearest fourth decimal place
Gallons	rounded to the nearest fourth decimal place
Barrels:	rounded to the nearest third decimal place

(c) Obligation to pay the absolute value of a negative Floating Amount. Where the Floating Amount payable by a party on a Settlement Date or Payment Date is a negative number, then the Floating Amount payable by that party on that Settlement Date or Payment Date will be deemed to be zero, and the other party will pay to that party the absolute value of that negative Floating Amount as

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calculated, in addition to any amounts otherwise payable by that other party on that Settlement Date or Payment Date. For these purposes such other party shall be the Floating Price Payer, the amount payable shall constitute a Floating Amount and rounding under Section 9.1 (Rounding in Transactions) shall apply to the absolute value of the negative Floating Amount as calculated.

Part 8

Dodd-Frank Title VII and EMIR Provisions

(a) US Person Status (CFTC 2013 Interpretative Guidance).

Party B hereby represents and agrees that it reasonably believes that it does not fall within any of the U.S. Person Categories, as defined and outlined in the ISDA U.S. Self-Disclosure Letter, available here, [https://www.isda.org/book/isda-us-self-disclosure-letter/] and believes in good faith that it would not otherwise be deemed to be a “U.S. person” under the U.S. Commodity Futures Trading Commission’s (“CFTC”) Interpretative Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations, available here [https://www.govinfo.gov/content/pkg/FR-2013-07-26/pdf/2013-17958.pdf], (the “CFTC 2013 Interpretive Guidance”). This representation shall be deemed repeated each time Party B enters into a Swap Transaction with Party A unless Party B has notified Party A to the contrary in a timely manner in writing prior to entering into such Swap Transaction.

(b) US Person Status (CFTC 2020 Rules/SEC Rules).

Party B hereby represents and agrees that it reasonably believes that it is not a U.S. Person (CFTC 2020 Rules/SEC Rules) as defined in the ISDA U.S. Self-Disclosure Letter, available here [https://www.isda.org/book/isda-us-self-disclosure-letter/]. This representation shall be deemed repeated each time Party B enters into a Swap Transaction with Party A unless Party B has notified Party A to the contrary in a timely manner in writing prior to entering into such Swap Transaction.

(c) Covered Agreement. The parties agree that this Agreement shall be considered a “Protocol Covered Agreement” or a “Covered Agreement,” as applicable, for purposes of the ISDA August 2012 DF Protocol and the ISDA March 2013 DF Protocol.

(i) ISDA 2021 SBS Top-Up Protocol (the “SBS Top-Up Protocol”). The Parties agree that the definitions and provisions contained in the SBS Top-Up Protocol, including Appendix 1 and/or Appendix 2 thereto, as applicable, or for parties that instead executed an alternative bilateral top-up, such bilateral top-up, are hereby incorporated into and apply to this Agreement as if set forth in full herein. For these purposes, the term “Covered SBS Entity,” as used in the SBS Top-Up Protocol, is hereby agreed to refer to Party A and the terms “Counterparty” and “CP,” as used in the SBS Top-Up Protocol, are hereby agreed to refer to Party B. The SBS Top-Up Protocol is available at https://www.isda.org/protocol/isda-2021-sbs-top-up-protocol/.

(d) [Reserved].

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(e) Notification of Right To Segregate Independent Amounts Pursuant to Applicable CFTC / SEC Rules.

(i)CFTC Rule 23.701

With respect to funds or other property provided to margin, guarantee or secure obligations for Uncleared Swaps entered into under this Agreement, to the extent mandated by the Dodd-Frank Act, Party B has the right to require segregation of such funds or other property (other than variation margin) at an independent third party custodian. This notification is deemed repeated each time Party B enters into an Uncleared Swap with Party A. For purposes of this paragraph, the term “Uncleared Swap” means a Transaction that is a “swap” as defined in the CEA section 1(a)(47) and CFTC regulation 1.3(xxx) that is not subject to the CFTC’s mandatory clearing requirement under CEA section 2(h) and CFTC regulations promulgated thereunder.

(ii)SEC Rule 18 a-4

Pursuant to Rule 18a-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) Party B is hereby notified that Party A (i) is not a registered broker-dealer that is subject to Exchange Act Rule 15c3-3 and (ii) is exempt from omnibus segregation requirements under Exchange Act Rule 18a-4 pursuant to Rule 18a-4(f).

Pursuant to Section 3E(f)(1)(A) of the Exchange Act, Party B is hereby notified that under Section 3E(f)(1)(B) of the Exchange Act, Party B has the right to require segregation of the funds or other property supplied to margin, guarantee, or secure Party B’s uncleared Security Based Swap (“SBS”) with Party A in a segregated account at an independent third-party custodian separate from the assets and other interests of Party A and designated as a segregated account for and on behalf of Party B. This right to require segregation applies only to SBS that are not submitted for clearing to a clearing agency and does not apply to variation margin payments. Such right is independent of other applicable laws, rules or regulations, if any, that may require segregation of SBS margin or collateral.

Certain Bankruptcy Matters pursuant to SEC Rule 18a-4

Any margin collateral received and held by Party A in respect of uncleared SBS with Party B will not be subject to a segregation requirement under Exchange Act Rule 18a-4. Accordingly, in the event of an insolvency proceeding, receivership or similar process in respect of Party A, absent an effective segregation of such margin collateral from the property of Party A, established by contract or other law, such a claim could be treated as a general creditor claim against Party A or its estate.

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To the extent that Party B has posted initial margin to Party A with respect to non-cleared SBS pursuant to § 45.3 (12 C.F.R. § 45.3) of the margin requirements of the Office of the Comptroller of the Currency (as amended, supplemented or replace from time to time) (the “OCC Margin Rules”), such margin must be segregated in accordance with § 45.7 (12 C.F.R. § 45.7) of the OCC Margin Rules.

(f) Dodd-Frank Portfolio Reconciliation. To the extent the parties have agreed to engage in portfolio reconciliation pursuant to Commodity Futures Trading Commission (“CFTC”) Rule 23.502 (17 C.F.R. 23.502) and Securities and Exchange Commission (“SEC”) Rule 15Fi-3 (17 C.F.R. 240.15Fi-3) by incorporating Schedule 4 of the Supplement to the ISDA March 2013 DF Protocol Agreement (as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) on March 22, 2013) (“Swaps Schedule 4” of the “March 2013 DF Protocol”) or Schedule 4 of Supplement II to the ISDA 2021 SBS Protocol Agreement (as published by ISDA on May 3, 2021) (“SBS II Schedule 4” of the “SBS Protocol”) into this Agreement by exchanging Questionnaires, as that term is defined in the March 2013 DF Protocol or SBS Protocol, or by otherwise agreeing to incorporate into this Agreement terms that are substantially similar to Swaps Schedule 4 or SBS II Schedule 4 or that otherwise address the requirements of CFTC Rule 23.502 and SEC Rule 15Fi-3, Party A hereby informs Party B that it intends to engage in portfolio reconciliation, which may be performed by a third party service provider as agreed upon by the parties in writing, at the following frequency and on the following days, each of which is understood to be a Local Business Day:

(i) If Party B is a swap dealer or major swap participant registered with the CFTC or a security-based swap dealer or major security-based swap participant registered with the SEC: (a) once each business day if the swap or security-based swap portfolio includes 500 or more swaps and/or security-based swaps; (b) weekly on Wednesday of each week if the swap or security-based swap portfolio includes between 51 and 499 swaps and/or security-based swaps on any business day during any week; or (c) quarterly on the first business day of each quarter if the swap or security-based swap portfolio includes 50 or fewer swaps and/or security-based swaps at any time during the calendar quarter.

(ii) If Party B is not a swap dealer or major swap participant registered with the CFTC or a security-based swap dealer or major security-based swap participant registered with the SEC: (a) quarterly on the first business day of each quarter if the swap or security-based swap portfolio includes more than 100 swaps and/or security-based swaps at any time during the calendar quarter; or (b) annually on the first business day of each year if the swap or security-based swap portfolio includes no more than 100 swaps and/or security-based swaps at any time during the calendar year.

If Party B has elected to reconcile via a third-party service provider, Citi uses Tri-Optima. If Party B does not use Tri-Optima, Citi will instead deliver portfolio data directly to Party B.

(g) Certain Permitted Disclosures. Party A is required to report information related to swap, derivatives and other transactions with counterparties to appropriate regulators. Notwithstanding anything to the contrary in any agreement, including, without limitation, any non-disclosure or confidentiality agreement between Party A and Party B, as a counterparty to a swap, derivatives, or other transaction, Party B hereby consents to the disclosure of information: (a) to the extent required or permitted by any applicable law, rule or regulation which mandates reporting and/or retention

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of transaction and similar information or to the extent required by order or directive regarding reporting and/or retention of transaction or similar information issued by any authority, body or agency in accordance with which Party A is required or accustomed to act, including, without limitation, reporting required to be made to swap or trade data repositories or systems or services operated by such repositories (“Reporting Requirements”) or (b) to and between Party A’s head office, branches or affiliates, or any persons or entities who provide services to such other party or its head office, branches or affiliates, in each case, in connection with such Reporting Requirements.

(h) Certain Dodd-Frank Disclosures. Party A and certain of its affiliates (“Citi”) are registered with the CFTC as a U.S. swap dealer and with the SEC as a U.S. security-based swap dealer. As a swap dealer and security-based swap dealer, these entities are required to provide Party B with certain disclosures including information regarding the material risks and characteristics of particular transaction types and material incentives and conflicts of interest. The parties agree that these disclosures may be provided through the Citi Velocity website. Please log on to https://www.citivelocity.com/menu/DoddFrankMaterialDisclosures for access to these disclosures. If Party B does not have a Velocity username and password, please use the following username: citidisclosures and password: welcome1 for access. Contact the Citi representative for Party B with any questions regarding this information.

(i) Applicability of Dodd-Frank Margin Requirements. Party B represents as of the date hereof (which representation shall be deemed to repeated on each date on which a Transaction is entered into) that Party B is not a “financial end user” as defined in the Margin Requirements. For purposes of the foregoing, the term “Margin Requirements” means the Margin and Capital Requirements for Covered Swap Entities; Final Rule adopted by the Department of the Treasury, Federal Reserve System, Federal Deposit Insurance Corporation, Farm Credit Administration and Federal Housing Finance Agency, published at 80 FR 74840 (November 30, 2015) Reg. __.2.

(j) Part 8 Definitions. For the purposes of this Part 8, the following definitions apply:

“Financial Entity” has the meaning ascribed to it in Section 2(h)(7)(C)(1) of the CEA and includes a Swap Dealer, Major Swap Participant, Security-Based Swap Dealer, Major Security-Based Swap Participant, a Commodity Pool, a Private Fund, an Active Fund and any person that is predominantly engaged in activities that are in the business of banking, or in activities that are financial in nature, as defined in Section 4(k) of the Bank Holding Company Act.

“Financial Institution” means a financial institution as defined in Section 1a(21) of the CEA and includes:

(i) an “agreement corporation” operating under the fifth undesignated paragraph of section 25 of the Federal Reserve Act;

(ii) an “Edge Act corporation” organized under section 25A of the Federal Reserve Act;

(iii) an institution that is regulated by the Farm Credit Administration;

(iv) a federal credit union or state credit union as defined in section 101 of the Federal Credit Union Act;

(v) a depository institution as defined in section 3 of the Federal Deposit Insurance Act;

(vi) a foreign bank or a branch or agency of a foreign bank each as defined in section 1(b) of the International Banking Act of 1978;

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(vii) any financial holding company as defined in section 2 of the Bank Holding Company Act;

(viii) a trust company; or

(ix) a similarly regulated subsidiary or affiliate of an entity described in (i) through (viii).

“Insured Depository Institution” is defined in Section 3(c) of the Federal Deposit Insurance Act and includes any bank or savings association the deposits of which are insured by the Federal Deposit Insurance Corporation pursuant to that Act, as well as any uninsured branch or agency of a foreign bank or a commercial lending company owned or controlled by a foreign bank for purposes of section 8 of that Act.

“Swap” means a “swap” as defined in section 1a(47) of the CEA and CFTC Regulation 1.3(xxx), provided that a commodity option entered into pursuant to CFTC Regulation 32.3(a) is not a Swap for purposes of this Agreement. The term “Swap” also includes any foreign exchange swaps and foreign exchange forwards that may be exempted from regulation as “swaps” by the Secretary of the Treasury pursuant to authority granted by Section 1a(47)(E) of the Commodity Exchange Act.

“Swap Transaction” means any Transaction that results in the creation of a new Swap between two or more parties or in a change to the terms of an existing Swap between the parties, including execution, termination, assignment, novation, exchange, transfer, amendment, conveyance, or extinguishing of rights or obligations of a Swap.

Part 9

U.S. QFC Mandatory Contractual Requirements

(a) ISDA 2018 U.S. Resolution Stay Protocol (“U.S. Stay Protocol”). The parties agree that the definitions and provisions contained in the ISDA 2018 U.S. Stay Protocol and Attachment thereto as published by the International Swaps and Derivatives Association, Inc. on July 31, 2018 are hereby incorporated into and apply to this Agreement as if set forth in full herein. For these purposes, the following terms as used in the U.S. Stay Protocol shall have the following meanings: “Regulated Entity” shall mean Party A and “Protocol Covered Agreement” or “Covered Agreement”, as applicable, shall mean this Agreement.”

Part 10

Risk Mitigation Requirements for Non-Centrally Cleared Over-the-Counter Derivatives Contracts

(a) Portfolio Reconciliation, Dispute Resolution and One-Way Confirmation

(1) Agreement to Reconcile Portfolio Data

The parties agree that where, at any time, (A) both parties are OTCD Intermediaries, or (B) one party is an OTCD Intermediary and the other party is a Financial Counterparty, the parties shall reconcile portfolios of Relevant Transactions as required by the Portfolio Reconciliation Risk Mitigation Requirements at such time. For the avoidance of doubt, the portfolio reconciliation obligations in this Part 10(a)(1) shall not apply where neither (A) nor (B) applies at the relevant time.

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(a) One-way Delivery of Portfolio Data. If one party is a Portfolio Data Sending Entity and the other party is a Portfolio Data Receiving Entity:

(i) on each Data Delivery Date, the Portfolio Data Sending Entity will provide Portfolio Data to the Portfolio Data Receiving Entity;

(ii) on each PR Due Date, the Portfolio Data Receiving Entity will perform a Data Reconciliation; and

(iii) if the Portfolio Data Receiving Entity identifies one or more discrepancies which such party determines, acting reasonably and in good faith, are material to the rights and obligations of the parties or to the valuations in respect of one or more Relevant Transaction(s), it will notify the other party in writing as soon as reasonably practicable and the parties will consult with each other in an attempt to resolve such discrepancies in a timely fashion for so long as such discrepancies remain outstanding, using, without limitation, any applicable updated reconciliation data produced during the period in which such discrepancy remains outstanding.

(iv) if the Portfolio Data Receiving Entity does not notify the Portfolio Data Sending Entity that the Portfolio Data contains discrepancies by 4 p.m. local time in the place of business of the Portfolio Data Sending Entity on the fifth Joint Business Day following the later of the PR Due Date and the date on which the Portfolio Data Sending Entity provided such Portfolio Data to the Portfolio Data Receiving Entity, the Portfolio Data Receiving Entity will be deemed to have affirmed such Portfolio Data.

(b) Exchange of Portfolio Data. If both portfolios are Portfolio Data Sending Entities:

(i) on each Data Delivery Date, each party will provide Portfolio Data to the other party;

(ii) on each PR Due Date, each party will perform a Data Reconciliation; and

(iii) if a party identifies one or more discrepancies which such party determines, acting reasonably and in good faith, are material to the rights and obligations of the parties or to the valuations in respect of one or more Relevant Transaction(s), it will notify the other party in writing as soon as reasonably practicable and the parties will consult with each other in an attempt to resolve any such discrepancies in a timely fashion for so long as such discrepancies remain outstanding, using, without limitation, any applicable updated reconciliation data produced during the period in which such discrepancy remains outstanding.

The parties acknowledge that the Portfolio Reconciliation Risk Mitigation Requirements and the Dispute Resolution Risk Mitigation Requirements will only take effect from 8 October 2021 or the PR Requirement Start Date, whichever is later, and the obligations under this Part 10(a)(1) relating thereto shall only be complied with effect from such date.

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For the purposes of Part 10(a)(1) of the Schedule,

“Portfolio Data Receiving Entity” means Party B

“Portfolio Data Sending Entity” means Party A

“Local Business Day”

“Local Business Day” means, with respect to Party A, New York

“Local Business Day” means, with respect to Party B, New York

Contact details for Portfolio Data, discrepancy notices and Dispute Notices

The following items may be delivered to Party A at the following:

Portfolio Data: [***], [***]

Notice of a discrepancy: [***], [***]

Dispute Notice: [***], [***]

All other communications under the Agreement: [***], [***]

The following items may be delivered to Party B at the following:

Portfolio Data: [***]; [***]; [***]

Notice of a discrepancy: [***]; [***]; [***]

Dispute Notice: [***]; [***]; [***]

All other communications under the Agreement: [***]; [***]; [***]

(2) Change of status

(a) Each party may change its own designation with the written agreement of the other party (such agreement not to be unreasonably withheld or delayed and for this purpose the parties agree, without limitation, that it will not be unreasonable for a party to withhold agreement where agreement would result in (i) the other party having different designations in respect of such party and one or more Affiliates of such party or (ii) none of the parties being a Portfolio Data Sending Entity).

ISDA® 2002	50

(b) If a party believes, acting reasonably and in good faith, that the parties are required to perform Data Reconciliation at a greater or lesser frequency than that being used by the parties at such time, it will notify the other party of such in writing, providing evidence on request. From the date such notice is effectively delivered, such greater or lesser frequency will apply and the first following PR Due Date will be the earlier of the date agreed between the parties and the last Joint Business Day in the PR Period starting on the date on which the immediately preceding Data Reconciliation occurred (or, if no Joint Business Day occurs which is within such PR Period and is on or following the date such notice is effective, the first Joint Business Day following the later of the end of such PR Period and the date such notice is effective).

(3) Use of agents and third party service providers

For the purposes of performing all or part of the actions under Parts 10(a)(1) and 10(a)(2), each party may appoint:

(a) an Affiliate to act as agent, immediately on written notice to the other party;

(b) subject to the other party’s agreement (such agreement not to be unreasonably withheld or delayed and which may include any such agreement existing prior to the date of the Schedule), (i) an entity other than an Affiliate as agent and/or (ii) a qualified and duly mandated Third Party Service Provider.

For the purposes of the above,

Party A appoints the following Affiliate(s) as its agent(s): None

Party B appoints the following Affiliate(s) as its agent(s): None

Party A may appoint a Third Party Service Provider.

Party B may appoint a Third Party Service Provider.

(4) Dispute Identification and Resolution Procedure

The parties agree that they will use the following procedure to identify and resolve Disputes between them:

(a) either party may identify a dispute which is required to be subject to the Dispute Resolution Procedure pursuant to the Dispute Resolution Risk Mitigation Requirements by sending a Dispute Notice to the other party; and

(b) on or following the Dispute Date, the parties will consult in good faith in an attempt to resolve the Dispute in a timely manner, including, without limitation, by exchanging any relevant information and by identifying and using any Agreed Process which can be applied to the subject of the Dispute or, where no such Agreed Process exists or the parties agree that such Agreed Process would be unsuitable, determining and applying a resolution method for the Dispute.

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(5) Relationship to other portfolio reconciliation and dispute resolution processes

This Part 10(a) and any action or inaction of either party in respect of it are without prejudice to any rights or obligations the parties may possess in respect of each other under any Agreed Process or other contractual agreement, by operation of law or otherwise. Action or inaction by a party in respect of this Part 10(a) will not be presumed to operate as an exercise or waiver, in whole or part, of any right, power or privilege such party may possess in respect of each other under any Agreed Process, this Agreement or other contractual agreement, by operation of law or otherwise. In particular, but without limitation, (a) any valuation in respect of one or more Relevant Transactions for the purposes of this Part 10(a) will be without prejudice to any other valuation with respect to such Relevant Transaction(s) made for collateral, close out, dispute or other purpose; (b) the parties may seek to identify and resolve issues and discrepancies between themselves before either party delivers a Dispute Notice; and (c) nothing in this Part 10(a) obliges a party to deliver a Dispute Notice following the identification of any such issue or discrepancy (notwithstanding that such issue or discrepancy may remain unresolved) or limits the rights of the parties to serve a Dispute Notice, to commence or continue an Agreed Process (whether or not any action under Part 10(a)(4) has occurred) or otherwise to pursue any dispute resolution process in respect of any such issue or discrepancy (whether or not any action under Part 10(a)(4) has occurred).

(6) One-Way Confirmation

The parties agree that they may use one-way confirmation (negative affirmation) to confirm transactions under this Agreement, provided that such confirmation (i) is not prohibited under applicable laws and regulations and (ii) would be legally binding on the parties.

(b) Confidentiality Waiver

Notwithstanding anything to the contrary in this Agreement or in any non-disclosure, confidentiality or other agreement between the parties, each party hereby consents to the disclosure of information to the MAS as required under the Dispute Resolution Risk Mitigation Requirements.

The consenting party represents and warrants that any third party to whom it owes a duty of confidence in respect of the information disclosed has consented to the disclosure of that information.

(1) Remedies for Breach

Without prejudice to the rights, powers, remedies and privileges provided by law, failure by a party to take any actions required by or to otherwise comply with Part 10(a) or any inaccuracy of the representation and warranty in Part 10(b), in either case, will not constitute an event of default in respect of such party or any other event which permits either party to terminate any Relevant Transaction or other transaction under this Agreement.

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(2) Definitions

For the purposes of Part 10:

"Agreed Process" means any process agreed between the parties in respect of a Dispute other than the Dispute Resolution Procedure including, without limitation, the process in (a) Section 13 of any ISDA Master Agreement, (b) Paragraph 4 of an ISDA Credit Support Annex (Bilateral Form – Transfer), or (c) Paragraph 5 of each of the ISDA Credit Support Deed (Bilateral Form – Security Interest) and the ISDA Credit Support Annex (Bilateral Form), in each case as may be amended between the parties, if applicable.

"Data Delivery Date" means each date agreed as such between the parties provided that, in the absence of such agreement, the Data Delivery Date will be the Joint Business Day immediately prior to the PR Due Date.

"Data Reconciliation" means, in respect of a party receiving Portfolio Data, a comparison of the Portfolio Data provided by the other party against such party’s own books and records of all outstanding Relevant Transactions between the parties in order to identify promptly any misunderstandings of Key Terms.

"Dispute" means any dispute between the parties (a) which, in the sole opinion of the party delivering the relevant Dispute Notice, is required to be subject to the Dispute Resolution Procedure (or other Agreed Process) pursuant to the Dispute Resolution Risk Mitigation Requirements; and (b) in respect of which a Dispute Notice has been effectively delivered.

"Dispute Date" means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Schedule.

"Dispute Notice" means a notice in writing which states that it is a dispute notice for the purposes of Part 10(a)(4) and which sets out in reasonable detail the issue in dispute (including, without limitation, the Relevant Transaction(s) to which the issue relates).

"Dispute Resolution Procedure" means the identification and resolution procedure set out in Part 10(a)(4).

"Dispute Resolution Risk Mitigation Requirements" means the dispute resolution risk mitigation requirements set out in regulation 54B of the Regulations and paragraph 8 of the MAS Risk Mitigation Guidelines.

"Financial Counterparty" means "financial counterparty" as defined under paragraph 2.2 of the MAS Risk Mitigation Guidelines.

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"MAS" means the Monetary Authority of Singapore.

"MAS Risk Mitigation Guidelines" means the Guidelines on Risk Mitigation Requirements for Non-Centrally Cleared Over-the-Counter Derivatives Contracts dated 17th January 2019 issued by the MAS (as may be amended from time to time).

"Joint Business Day" means a day that is a Local Business Day in respect of each party.

"Key Terms" means, with respect to a Relevant Transaction and a party, the valuations of such Relevant Transaction and such other details the relevant party deems relevant or material from time to time which may include, by way of example, the unique transaction identifier, unique product identifier, contract type, identifiers of the reporting and non-reporting parties, start date, maturity, termination or end date, settlement method, settlement or expiration date, delivery type, the price, quantity, the notional value of the contract and currency of the Relevant Transaction, the position of the counterparties, any relevant fixed or floating rates of the Relevant Transaction, execution timestamp, execution venue, indication of collateralization, block trade indicator, clearing indicator and clearing venue. For the avoidance of doubt, "Key Terms" does not include details of the calculations or methodologies underlying any term.

"Local Business Day" means, in respect of a party and unless otherwise agreed between the parties in writing, a day on which commercial banks and foreign exchange markets settle payments and are open for general business in the places specified for that purpose in the Schedule or, if not so specified in the Schedule, in the place of the location of the office(s) that such party transacts Relevant Transactions with the other party from time to time, as determined by the other party.

"OTCD Intermediaries" has the meaning given to it in paragraph 1.1 of the MAS Risk Mitigation Guidelines, and "OTCD Intermediary" shall be construed accordingly.

"Portfolio Data" means, in respect of a party providing or required to provide such data, the Key Terms in relation to all Relevant Transactions between the parties in a form and standard that is capable of being reconciled, with a scope and level of detail that would be reasonable to the Portfolio Data Sending Entity if it were the receiving party. Unless otherwise agreed between the parties, the information comprising the Portfolio Data to be provided by a party on a Data Delivery Date will be prepared as at the close of business on the immediately preceding Local Business Day of, and as specified in writing by, the party providing the Portfolio Data.

"Portfolio Reconciliation Requirements" means the requirements one or both parties are subject to in accordance with the Portfolio Reconciliation Risk Mitigation Requirements.

"Portfolio Reconciliation Risk Mitigation Requirements" means the portfolio reconciliation risk mitigation requirements set out in regulation 54B of the Regulations and paragraph 6 of the MAS Risk Mitigation Guidelines.

"PR Due Date" means each date agreed as such between the parties provided that the PR Due Date will be the PR Fallback Date where either (a) no date is agreed or (b) the agreed date occurs after the PR Fallback Date.

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"PR Fallback Date" means: (a) in respect of the PR Period starting on the PR Requirement Start Date, the last Joint Business Day in such PR Period; and, otherwise, (b) the last Joint Business Day in the PR Period starting on the calendar day immediately following the last calendar day of the immediately preceding PR Period. If there is no Joint Business Day in a PR Period, the PR Fallback Date will be the first Joint Business Day following the end of the PR Period.

"PR Period" means, with respect to the parties, each period agreed as such between the parties pursuant to the Portfolio Reconciliation Requirements provided that, in the absence of such agreement, the PR Period will be:

(a) if the Portfolio Reconciliation Requirements provide that the frequency at which Data Reconciliation may be conducted is daily, one Joint Business Day;

(b) if the Portfolio Reconciliation Requirements provide that the frequency at which Data Reconciliation may be conducted is weekly, one calendar week;

(c) if the Portfolio Reconciliation Requirements provide that the frequency at which Data Reconciliation may be conducted is quarterly, three calendar months; or

(d) if the Portfolio Reconciliation Requirements provide that the frequency at which Data Reconciliation may be conducted is annually, one calendar year.

"PR Requirement Start Date" means the first calendar day on which the Portfolio Reconciliation Requirements apply to one or both of the parties.

"Regulations" means the Securities and Futures (Licensing and Conduct of Business) Regulations.

"Relevant Transaction" means any transaction which is subject to the Portfolio Reconciliation Risk Mitigation Requirements and/or the Dispute Resolution Risk Mitigation Requirements.

"Third Party Service Provider" refers to an entity that the parties agree will perform all or part of the actions under the relevant provision for one or both parties, including any agreed entity specified as such in the Schedule.

[Remainder intentionally left blank]

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ISDA® 2002	56
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IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

CITIBANK, N.A.		ARCOS DORADOS B.V.
By:	/s/ Regina Im	By:	/s/ Lucas Brizuela
Name:	Regina Im	Name:	Lucas Brizuela
Title:	Vice President	Title:	Authorized Officer
Date:	19 December 2025	Date:	18/12/2025
ISDA® 2002	57
---	---

Document

ISDA®

International Swaps and Derivatives Association, Inc.

2002 MASTER AGREEMENT

dated as of December 18th, 2025

J.P. Morgan SE<br>(“Party A”)	and	Arcos Dorados B.V.<br>(“Party B”)

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions. The terms defined in Section 14 and elsewhere in this Master Agreement will have the meanings therein specified for the purpose of this Master Agreement.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(i) in the same currency; and

(ii) in respect of the same Transaction,

(d) Deduction or Withholding for Tax.

(1) promptly notify the other party (“Y”) of such requirement;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

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(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(ii) Liability. If:—

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

3. Representations

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

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(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

(g) No Agency. It is entering into this Agreement, including each Transaction, as principal and not as agent of any person or entity.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under clause (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

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in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled or considered to have its seat, or where an Office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”), and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes (subject to Sections 5(c) and 6(e)(iv)) an event of default (an “Event of Default”) with respect to such party:—

(ii) Breach of Agreement; Repudiation of Agreement.

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(iii) Credit Support Default.

(v) Default Under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

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(vi) Cross-Default. If “Cross-Default” is specified in the Schedule as applying to the party, the occurrence or existence of:—

(1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) where the aggregate principal amount of such agreements or instruments, either alone or together with the amount, if any, referred to in clause (2) below, is not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable; or

(2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments under such agreements or instruments on the due date for payment (after giving effect to any applicable notice requirement or grace period) in an aggregate amount, either alone or together with the amount, if any, referred to in clause (1) above, of not less than the applicable Threshold Amount;

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any

7	ISDA® 2002

such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganises, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution:—

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(iv) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Settlement Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 9(h)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets (or any substantial part of the assets comprising the business conducted by it as of the date of this Master Agreement) to, or reorganising, reincorporating or reconstituting into or as, another entity (which will be the Affected Party) where such action does not constitute a Merger Without Assumption;

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creditworthiness of X or, if applicable, the successor, surviving or transferee entity of X, after taking into account any applicable Credit Support Document, is materially weaker immediately after the occurrence of such Designated Event than that of X immediately prior to the occurrence of such Designated Event (and, in any such event, such party or its successor, surviving or transferee entity, as appropriate, will be the Affected Party). A “Designated Event” with respect to X means that:—

(1) X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets (or any substantial part of the assets comprising the business conducted by X as of the date of this Master Agreement) to, or reorganises, reincorporates or reconstitutes into or as, another entity;

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6. Early Termination; Close-Out Netting

(b) Right to Terminate Following Termination Event.

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(iv) Right to Terminate.

(1) If:—

(B) a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

(2) If at any time an Illegality or a Force Majeure Event has occurred and is then continuing and any applicable Waiting Period has expired:—

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(d) Calculations; Payment Date.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including any quotations, market data or information from internal sources used in making such calculations), (2) specifying (except where there are two Affected Parties) any Early Termination Amount payable and (3) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation or market data obtained in determining a Close-out Amount, the records of the party obtaining such quotation or market data will be conclusive evidence of the existence and accuracy of such quotation or market data.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:—

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(2) Two Affected Parties. Subject to clause (3) below, if there are two Affected Parties, each party will determine an amount equal to the Termination Currency Equivalent of the sum of the Close-out Amount or Close-out Amounts (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions, as the case may be, and the Early Termination Amount will be an amount equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (by party “X”) and the lower amount so determined (by party “Y”) and (II) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to Y. If the Early Termination Amount is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of the Early Termination Amount to Y.

(B) in any other case, use mid-market values without regard to the creditworthiness of the Determining Party.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because Automatic Early Termination applies in respect of a party, the Early Termination Amount will be subject to such adjustments as are appropriate and permitted by applicable law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(f) Set-Off. Any Early Termination Amount payable to one party (the “Payee”) by the other party (the “Payer”), in circumstances where there is a Defaulting Party or where there is one Affected Party in the case where either a Credit Event Upon Merger has occurred or any other Termination Event in respect of which all outstanding Transactions are Affected Transactions has occurred, will, at the option of the Non-defaulting Party or the Non-affected Party, as the case may be (“X”) (and without prior notice to the Defaulting Party or the Affected Party, as the case may be), be reduced by its set-off against any other amounts

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(“Other Amounts”) payable by the Payee to the Payer (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to the other party of any set-off effected under this Section 6(f).

7. Transfer

Any purported transfer that is not in compliance with this Section 7 will be void.

8. Contractual Currency

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the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purpose of such judgment or order and the rate of exchange at which such party is able, acting in good faith and using commercially reasonable procedures in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(e) Counterparts and Confirmations.

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(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

(h) Interest and Compensation.

(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:—

(3) Interest on Deferred Payments. If:—

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to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or

(4) Compensation for Deferred Deliveries. If:—

(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;

(B) a delivery is deferred pursuant to Section 5(d); or

(C) a party fails to make a delivery due to the occurrence of an Illegality or a Force Majeure Event at a time when any applicable Waiting Period has expired,

(ii) Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:—

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(iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.

11. Expenses

A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;

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(v) if sent by electronic messaging system, on the date it is received; or

(vi) if sent by e-mail, on the date it is delivered,

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to any dispute arising out of or in connection with this Agreement (“Proceedings”), each party irrevocably:—

(i) submits:—

(iii) agrees, to the extent permitted by applicable law, that the bringing of Proceedings in any one or more jurisdictions will not preclude the bringing of Proceedings in any other jurisdiction.

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14. Definitions

As used in this Agreement:—

“Additional Representation” has the meaning specified in Section 3.

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Agreement” has the meaning specified in Section 1(c).

“Applicable Close-out Rate” means:—

(a) in respect of the determination of an Unpaid Amount:—

(i) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(ii) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;

(iii) in respect of obligations deferred pursuant to Section 5(d), if there is no Defaulting Party and for so long as the deferral period continues, the Applicable Deferral Rate; and

(iv) in all other cases following the occurrence of a Termination Event (except where interest accrues pursuant to clause (iii) above), the Applicable Deferral Rate; and

(b) in respect of an Early Termination Amount:—

(i) for the period from (and including) the relevant Early Termination Date to (but excluding) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable:—

(1) if the Early Termination Amount is payable by a Defaulting Party, the Default Rate;

(2) if the Early Termination Amount is payable by a Non-defaulting Party, the Non-default Rate; and

(3) in all other cases, the Applicable Deferral Rate; and

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(ii) for the period from (and including) the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable to (but excluding) the date of actual payment:—

(2) if the Early Termination Amount is payable by a Defaulting Party (but excluding any period in respect of which clause (1) above applies), the Default Rate;

(3) if the Early Termination Amount is payable by a Non-defaulting Party (but excluding any period in respect of which clause (1) above applies), the Non-default Rate; and

(4) in all other cases, the Termination Rate.

“Applicable Deferral Rate” means:—

“Automatic Early Termination” has the meaning specified in Section 6(a).

“Burdened Party” has the meaning specified in Section 5(b)(iv).

“Close-out Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a positive number) or gains of the Determining Party that are or would be realised under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions, including the payments and deliveries by the parties under Section 2(a)(i) in respect of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b)

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the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:—

(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilised. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Commercially reasonable procedures used in determining a Close-out Amount may include the following:—

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

23	ISDA® 2002

(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

“Confirmation” has the meaning specified in the preamble.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.