/C O R R E C T I O N -- Restaurant Brands International Inc./

Rhea-AI Summary

Restaurant Brands International (QSR) announced that an underwritten registered public offering by selling shareholder HL1 17 LP priced for up to 17,626,570 common shares related to an exchange of 17,626,570 Class B exchangeable units of RBI LP.

In connection with the offering, the selling shareholder entered a forward sale agreement with BofA Securities; the forward counterparty or affiliates are expected to borrow and sell up to 9,785,784 shares and potentially up to 7,840,786 more shares if certain investors complete purchases. RBI will not sell shares or receive proceeds. The forward settlement and the Exchange are expected on or before December 3, 2025; the offering is expected to close on November 17, 2025, subject to customary conditions.

Positive

• Offering sized at 17,626,570 common shares
• Forward sale agreement in place with BofA Securities
• Settlement and Exchange expected on or before December 3, 2025

Negative

• RBI will not receive proceeds from the offering
• Portion of the offering may close prior to Exchange settlement, creating potential timing uncertainty

In the news release, "Restaurant Brands International Inc. Announces Pricing of Secondary Offering of Common Shares", issued November 13, 2025 by Restaurant Brands International Inc. over PR Newswire, we are advised by the company that the original version contained incorrect information introduced by PR Newswire during transmission. The complete, corrected release follows, with additional details at the end:

Restaurant Brands International Inc. Announces Pricing of Secondary Offering of Common Shares

MIAMI, Nov. 13, 2025 /PRNewswire/ - Restaurant Brands International Inc. ("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) announced today that an underwritten registered public offering (the "offering") of up to 17,626,570 common shares commenced by HL1 17 LP ("the Selling Shareholder"), an affiliate of 3G Capital Partners Ltd. ("3G Capital"), had priced. These common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership ("RBI LP") from the Selling Shareholder, to exchange 17,626,570 Class B exchangeable limited partnership units of RBI LP (the "Exchangeable Units"). RBI LP intends to satisfy this notice with the delivery of an equal number of common shares of RBI (the "Exchange").

In connection with the offering, the Selling Shareholder entered into a forward sale agreement with BofA Securities (the "forward counterparty") with respect to up to 17,626,570 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 9,785,784 common shares in the offering, and in addition to sell through the underwriter up to 7,840,786 common shares in the offering to the extent certain current investors that have indicated an interest in purchasing such shares complete such purchase. The Selling Shareholder is expected to physically settle the forward sale agreement by delivering to the forward counterparty the number of common shares sold in the registered public offering. Upon settlement of the forward sale agreement, the Selling Shareholder will receive, in cash, the public offering price of the aggregate number of RBI common shares sold in the offering, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreement. The settlement of the forward sale agreement and the Exchange is expected to occur on or before December 3, 2025.

RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares. The aggregate number of Exchangeable Units and RBI common shares will not change as a result of the transactions.

BofA Securities is acting as sole book-running manager in the offering. BofA Securities may offer the common shares in the offering from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

The offering is expected to close on November 17, 2025, though a portion of the offering may close at any time prior to settlement of the Exchange, in each case subject to customary closing conditions.

The offering is being made pursuant to an effective shelf registration statement (containing a prospectus) filed with the U.S. Securities & Exchange Commission (the "SEC"). A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. A copy of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte NC 28255-001, Attention: Prospectus Department, or by e-mail at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction. Neither the final prospectus supplement nor the accompanying prospectus relating to the offering constitutes a prospectus under Canadian securities laws and therefore does not qualify the securities offered thereunder in Canada. 

About Restaurant Brands International, Inc.
Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with over $45 billion in annual system-wide sales and over 32,000 restaurants in more than 120 countries and territories. RBI owns four of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

Forward-Looking Statements
This press release includes forward-looking statements, which are often identified by the words "may," "might," "believes," "thinks," "anticipates," "plans," "expects," "intends" or similar expressions and reflect management's expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements about RBI's expectations regarding the exchange of the Exchangeable Units for common shares of the Company. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings of RBI with the U.S. Securities and Exchange Commission and on SEDAR in Canada, such as its annual and quarterly reports and current reports on Form 8-K. RBI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Correction:  An earlier version of this release incorrectly identified the TSX ticker. The ticker should have appeared as (TSX: QSR), instead of (TSX: OSR).

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SOURCE Restaurant Brands International Inc.

FAQ

How many shares were priced in the RBI (QSR) secondary offering on November 13, 2025?

The offering was priced for up to 17,626,570 common shares.

Will Restaurant Brands International (QSR) receive proceeds from the November 2025 offering?

No—RBI will not sell any common shares in the offering and will not receive any proceeds.

When is the settlement and Exchange for the QSR offering expected to occur?

Settlement of the forward sale agreement and the Exchange is expected to occur on or before December 3, 2025.

Who is selling shares in the QSR secondary offering and who is managing it?

The selling shareholder is HL1 17 LP, an affiliate of 3G Capital, and BofA Securities is the sole book-running manager.

How many shares might the forward counterparty sell through the underwriter in the QSR offering?

The forward counterparty or its affiliates are expected to borrow and sell 9,785,784 shares, and may sell up to an additional 7,840,786 shares if certain investors complete purchases.

When is the QSR offering expected to close?

The offering is expected to close on November 17, 2025, subject to customary closing conditions, though a portion may close earlier.