Restaurant Brands International Inc. Announces Receipt of Exchange Notice, Intent to Use Common Shares to Satisfy Exchange and Commencement of Secondary Offering of Common Shares

Rhea-AI Summary

Restaurant Brands International (NYSE: QSR) announced that affiliate HL1 17 LP has given an exchange notice to convert 17,626,570 Class B exchangeable units into an equal number of RBI common shares, and RBI LP intends to satisfy the exchange with delivery of common shares. The Selling Shareholder has commenced an underwritten registered public offering of up to 17,626,570 common shares, and expects a forward sale agreement with BofA Securities covering up to that amount.

Settlement of the Exchange and the forward sale is expected on or before December 3, 2025. RBI will not sell shares or receive proceeds from the offering.

Positive

• Exchange converts 17,626,570 units into common shares one-for-one
• Aggregate share count unchanged after the Exchange
• Forward sale counterparty involvement provides underwriting liquidity

Negative

• Selling shareholder offering up to 17,626,570 common shares
• Forward counterparty may borrow and sell up to 9,785,784 shares
• RBI will receive $0 proceeds from the offering

Insights

Capital Markets Strategist

Large one-for-one exchange and registered sale by a 3G affiliate creates a sizeable share supply event with neutral company impact.

The transaction mechanism converts 17,626,570 Exchangeable Units into an equal number of RBI common shares and simultaneously launches an underwritten public offering for up to the same 17,626,570 common shares; RBI will not sell shares and will not receive proceeds. This preserves the aggregate economic interest but increases the number of freely tradable common shares available to the market, since the Selling Shareholder intends to sell the shares through an offering and a related forward sale arrangement with BofA Securities.

Key dependencies and risks center on supply and timing: the settlement and exchange are expected on or before December 3, 2025, and up to 9,785,784 shares are expected to be sold via borrowed shares under the forward, with up to 7,840,786 additional shares sold if other investors proceed. The company’s headline metrics remain unchanged because RBI is not issuing new shares for capital; however, the immediate market impact depends on buyer demand, underwriting placement, and timing of settlement.

Watch the offering size sold, actual settlement on or before December 3, 2025, and any updates to the forward sale mechanics; these items determine near-term liquidity and free‑float changes over the next days to weeks.

MIAMI, Nov. 13, 2025 /PRNewswire/ - Restaurant Brands International Inc. ("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) announced today that Restaurant Brands International Limited Partnership ("RBI LP") had received an exchange notice from HL1 17 LP (the "Selling Shareholder"), an affiliate of 3G Capital Partners Ltd. ("3G Capital"), 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"). Consequently, the aggregate number of Exchangeable Units and RBI common shares will not change as a result of the transactions.

As previously disclosed, in connection with the merger of Burger King and Tim Hortons to create RBI, all Burger King stockholders had the option to convert their shares into RBI common shares or Exchangeable Units, which receive the same dividends and vote together with RBI common shares. Beginning in December 2015, holders of Exchangeable Units have had the right to exchange their units one-for-one into an equal number of RBI common shares or cash (at RBI LP's election). When RBI LP elects to satisfy the Exchangeable Units by delivering RBI common shares, the Exchangeable Units are deemed repurchased by RBI LP for cancellation and an equal number of RBI common shares are delivered on behalf of RBI LP in consideration for such cancellation.

RBI also announced that the Selling Shareholder has commenced an underwritten registered public offering of up to 17,626,570 common shares. The Selling Shareholder expects to enter 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.

BofA Securities will serve as sole book-running manager in the offering.

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 preliminary 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 preliminary 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 preliminary 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.

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SOURCE Restaurant Brands International Inc.

FAQ

What exactly is being exchanged in the RBI (QSR) November 13, 2025 notice?

HL1 17 LP is exchanging 17,626,570 Class B exchangeable units for an equal number of RBI common shares.

How many RBI (QSR) shares are being offered in the secondary offering and who is selling them?

The Selling Shareholder is offering up to 17,626,570 common shares in an underwritten registered public offering.

Will RBI (QSR) receive proceeds from the secondary offering?

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

What role does BofA Securities play in the RBI (QSR) offering and forward sale?

BofA Securities is sole book-running manager and is expected to act as the forward sale counterparty and facilitate borrowing/selling of up to 9,785,784 shares.

When is the Exchange and forward sale for RBI (QSR) expected to settle?

Both the Exchange and the settlement of the forward sale agreement are expected to occur on or before December 3, 2025.