RBI Recommends Shareholders Reject NYSB's "Mini-tender Offer"

Rhea-AI Summary

Restaurant Brands International (NYSE: QSR) warned shareholders on October 15, 2025 about an unsolicited mini-tender offer from New York Stock and Bond LLC to buy up to 10,000 shares (~0.002% of outstanding) at US$28.80 per share. RBI noted that US$28.80 is a 54.89% discount to the NYSE closing price of US$63.85 on September 16, 2025 and does not endorse the offer. RBI recommends shareholders do not tender and reminds those who already tendered they can withdraw within 14 days following delivery of their acceptance form per the offer documents. The release cites SEC and CSA guidance warning investors about mini-tender risks and provides links for broker and investor resources.

Positive

• RBI explicitly recommends shareholders do not tender
• Tendered shares can be withdrawn within 14 days
• Offer targets 10,000 shares (~0.002% outstanding)

Negative

• Offer price US$28.80 represents a 54.89% discount to market
• Offer seeks <5% threshold to avoid full disclosure rules
• NYSB has made similar unsolicited mini-tender offers previously

MIAMI, Oct. 15, 2025 /PRNewswire/ - Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR) ("RBI") has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC ("NYSB") to purchase up to 10,000 RBI common shares, or approximately 0.002% of the company's outstanding common shares, at a price of US$28.80 per share.  NYSB's offer price of US$28.80 represents a discount of 54.89% to the NYSE closing price of US$63.85for RBI common shares on September 16, 2025, the last trading day before the mini-tender offer was commenced. RBI cautions shareholders that the mini-tender offer has been made at a price significantly below the market price for RBI shares.

RBI does not endorse this unsolicited offer, has no association with NYSB or its offer, and recommends that shareholders do not tender their shares to the offer.

According to NYSB's offer documents, RBI shareholders who have already tendered their shares can withdraw their shares at any time within 14 days after the date of delivery of the shareholder's acceptance form (or tender form) by following the procedures described in the offer documents.

For background, mini-tender offers are designed to seek less than 5% of a company's outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under U.S. and Canadian securities regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

RBI strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm

RBI requests that a copy of this news release be included in any distribution of materials relating to NYSB's mini-tender offer for RBI shares.

Comments from the CSA on mini-tenders can be found on the Ontario Securities Commission (OSC) website at: http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp

Information about mini-tender offers can be found on the SEC website at: http://www.sec.gov/investor/pubs/minitend.htm

NYSB has made similar unsolicited mini-tender offers for shares of other public companies in the US.

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.

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SOURCE Restaurant Brands International Inc.

FAQ

What is RBI recommending shareholders do about the NYSB mini-tender for QSR on October 15, 2025?

RBI recommends shareholders do not tender their QSR shares to the NYSB offer.

How many QSR shares and what price did NYSB offer in the October 2025 mini-tender?

NYSB offered to buy up to 10,000 QSR shares at US$28.80 per share.

How does the NYSB offer price compare to QSR market price on September 16, 2025?

US$28.80 is a 54.89% discount to QSR's NYSE close of US$63.85 on September 16, 2025.

Can QSR shareholders withdraw shares already tendered to the NYSB offer?

Yes. According to the offer documents, shareholders may withdraw within 14 days after delivery of their acceptance form.

Why are mini-tender offers considered risky for QSR shareholders?

Mini-tenders aim for <5% of shares to avoid disclosure rules, and regulators warn they may be priced below market without investors comparing prices.