Arcos Dorados Holdings Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
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Contents
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.
For the year ended December 31, 2025, the Companywas 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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