Restaurant Brands International Inc. Announces Receipt of Exchange Notice for Approximately 2.8 million Class B Exchangeable Limited Partnership Units and Intent to Satisfy with Cash on Hand

Rhea-AI Summary

Restaurant Brands International (NYSE: QSR) reported that Restaurant Brands International Limited Partnership received an exchange notice from 3G Restaurant Brands Holdings LP to exchange 2,784,549 Class B exchangeable limited partnership units. RBI LP intends to repurchase these units for cash using available cash on hand and cancel them, reducing RBI’s fully diluted common shares by the same number.

After the exchange, 3G Restaurant Brands Holdings LP is expected to hold approximately 21% of RBI’s fully diluted common shares. The exchange date is scheduled for August 31, 2026, with the cash repurchase price based on the 20-day volume weighted average price of RBI’s NYSE-listed common shares in US dollars. The exchange notice is irrevocable.

Positive

• Repurchase and cancellation of 2,784,549 exchangeable units will reduce fully diluted share count by the same amount
• Transaction funded with available cash on hand, implying no new equity issuance or debt for this exchange
• Post-transaction, 3G Restaurant Brands Holdings LP will still own about 21% of fully diluted common shares, maintaining a significant stake

Negative

• Repurchase of 2,784,549 exchangeable units for cash implies a meaningful cash outflow from available cash on hand
• 3G Restaurant Brands Holdings LP’s ownership will adjust to approximately 21% of fully diluted shares following the exchange

Market Context

The partnership-specific record included a 1.06% average move across two events. This announcement a...

Analysis

The partnership-specific record included a 1.06% average move across two events. This announcement added a share-count reduction and cash-use consideration; current low short positioning provided context, while no recent insider activity was reported.

Key Figures

Exchangeable Units: 2,784,549 units Fully Diluted Share Reduction: 2,784,549 shares RBH Ownership: 21% +2 more

5 metrics

Exchangeable Units 2,784,549 units Class B units subject to exchange

Fully Diluted Share Reduction 2,784,549 shares After cancellation of the exchanged units

RBH Ownership 21% As adjusted after the exchange

Exchange Date August 31, 2026 Scheduled settlement date

Pricing Period 20 days Volume weighted average price used for the cash repurchase

Previous Partnership Reports

2 past events · Latest: Feb 02 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 02	China joint venture	Positive	-0.0%	CPE completed a Burger King China joint venture with $350 million of primary capital.
Nov 10	China joint venture	Positive	+2.1%	RBI and CPE announced a $350 million investment to scale Burger King China.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Tag-specific partnership announcements produced mixed reactions, with one aligned positive move and one divergence.

Key Terms

exchangeable limited partnership units, fully diluted common shares, volume weighted average price, limited partnership agreement

4 terms

exchangeable limited partnership units financial

"exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP"

Exchangeable limited partnership units are ownership interests in a limited partnership that can be swapped for common shares or other securities of a related corporation according to a pre-set exchange mechanism. They matter to investors because they combine the income and tax characteristics of a partnership with the potential liquidity and equity exposure of corporate shares, affecting how returns, voting rights, and tax treatment change if and when the units are exchanged — like holding a pass that can be converted into a seat at the company table.

fully diluted common shares financial

"decreasing the fully diluted common shares of RBI by the same number"

Total number of common shares currently outstanding plus every share that could exist if all convertible securities—such as stock options, warrants, convertible debt and convertible preferred stock—were exercised or converted. It matters to investors because it shows a company’s potential share count used to calculate per-share figures like earnings or ownership percentages; think of it as counting every slice of a pie if every coupon for an extra slice were redeemed.

volume weighted average price financial

"based on the 20-day volume weighted average price of the Company's common shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

limited partnership agreement regulatory

"in accordance with the terms of the limited partnership agreement of RBI LP"

A limited partnership agreement is the legal rulebook that sets out how a limited partnership is run, naming who manages the business, how profits and losses are split, and what rights and responsibilities each partner has. For investors, it matters because it defines who makes decisions, how much liability they carry, how and when they can get their money back, and how returns are distributed—like a household budget and authority chart for a shared venture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MIAMI, Aug. 10, 2026 /PRNewswire/ -- Restaurant Brands International Inc. ("RBI" or the "Company") (NYSE: QSR) (TSX: QSR) announced today that Restaurant Brands International Limited Partnership ("RBI LP") has received an exchange notice from 3G Restaurant Brands Holdings LP ("RBH"), an affiliate of 3G Capital Partners Ltd. ("3G Capital"), to exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP (the "Exchangeable Units").

RBI LP intends to satisfy this notice with the repurchase of these Exchangeable Units for cash, using available cash on hand. Once the exchange is settled, the Exchangeable Units will be cancelled, decreasing the fully diluted common shares of RBI by the same number of Exchangeable Units. On an as adjusted basis after giving effect to the exchange, RBH will hold approximately 21% of RBI's fully diluted common shares.

The exchange date is scheduled to occur on August 31, 2026, and the repurchase of Exchangeable Units for cash will be based on the 20-day volume weighted average price of the Company's common shares traded on the NYSE in US dollars, in accordance with the terms of the limited partnership agreement of RBI LP. The exchange notice is irrevocable.

About Restaurant Brands International Inc. 
Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with nearly $49 billion in annual system-wide sales and over 33,000 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 and beliefs regarding its ability to complete the cash repurchase of Exchangeable Units, and the anticipated source of funds to fund the repurchase. 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 did Restaurant Brands International (QSR) announce on August 10, 2026 about exchangeable units?

Restaurant Brands International announced that its partnership received an irrevocable notice to exchange 2,784,549 Class B exchangeable units for cash. According to Restaurant Brands International, these units will be repurchased using cash on hand and cancelled, reducing the company’s fully diluted common share count by the same number.

How many Class B exchangeable units is 3G Restaurant Brands Holdings LP exchanging in QSR and when is the date?

3G Restaurant Brands Holdings LP is exchanging 2,784,549 Class B exchangeable units of Restaurant Brands International Limited Partnership. According to Restaurant Brands International, the exchange date is scheduled for August 31, 2026, when the cash repurchase and unit cancellation are expected to be effected.

How will the QSR exchangeable unit repurchase price be determined for the August 31, 2026 transaction?

The repurchase price will be based on the 20-day volume weighted average price of Restaurant Brands International common shares on the NYSE in US dollars. According to Restaurant Brands International, this pricing method follows the terms of the Restaurant Brands International Limited Partnership agreement.

How does the exchange of 2.8 million units affect Restaurant Brands International’s (QSR) share count?

The exchange will reduce Restaurant Brands International’s fully diluted common shares by 2,784,549, matching the number of cancelled exchangeable units. According to Restaurant Brands International, all exchanged Class B units will be cancelled once the cash settlement occurs, directly lowering fully diluted share count.

What will 3G Restaurant Brands Holdings LP’s ownership be in Restaurant Brands International (QSR) after the exchange?

After the exchange, 3G Restaurant Brands Holdings LP is expected to hold about 21% of Restaurant Brands International’s fully diluted common shares. According to Restaurant Brands International, this percentage reflects the adjusted ownership following cancellation of the exchanged Class B partnership units.

Is the 3G Restaurant Brands Holdings LP exchange notice to Restaurant Brands International (QSR) revocable?

The exchange notice delivered by 3G Restaurant Brands Holdings LP is described as irrevocable. According to Restaurant Brands International, this means the decision to exchange 2,784,549 Class B exchangeable units for cash cannot be withdrawn under the terms disclosed.