Restaurant Brands International Inc. Announces Renewal of Normal Course Issuer Bid

RBI’s renewed NCIB allows repurchases of up to 34.4 million shares within an existing U.S.$1.0 billion authorization through late 2027.

Rhea-AI Summary

Restaurant Brands International (QSR) is renewing its normal course issuer bid (NCIB) for common shares, effective September 16, 2026 through September 15, 2027, under a previously approved share repurchase authorization of up to U.S.$1,000 million through September 30, 2027.

Under the renewed NCIB, RBI may repurchase up to 34,404,688 common shares, equal to 10% of its public float of 344,046,880 shares as of September 2, 2026, when 348,762,825 shares were issued and outstanding. Repurchases may occur on the TSX, NYSE and eligible alternative trading systems, as well as through other methods permitted by applicable laws, including private agreements and derivative-based programs such as put options, forward purchase agreements and accelerated share repurchases.

Daily repurchases on the TSX are limited to 274,585 shares, 25% of the six‑month average daily trading volume of 1,098,341 shares. Under the prior NCIB from September 16, 2025 to September 15, 2026, RBI repurchased 2,910,671 shares for cancellation at a weighted average price of about U.S.$74.97 per share.

Positive

• Repurchase capacity up to 34,404,688 shares, equal to 10% of public float for the 12-month NCIB period
• Board-approved authorization of up to U.S.$1,000 million for common share repurchases through September 30, 2027
• 2,910,671 shares already repurchased under the 2025 NCIB at a weighted average price of approximately U.S.$74.97 per share
• All repurchased shares under the authorization will be cancelled, reducing shares outstanding

Negative

• Repurchase program is discretionary; RBI may modify, suspend or discontinue the authorization and NCIB at any time
• Repurchases will be funded from cash resources, potentially using up to U.S.$1,000 million of available liquidity

News Explained

The accepted renewal can use cash to cancel shares, but actual purchases remain optional through September 15, 2027.

RBI has filed its renewed NCIB and the TSX has accepted it; the program starts on September 16, 2026, but permits purchases rather than requiring the company to spend the full authorized amount.

RBI says repurchases will use its cash resources, and every share bought under the authorization will be cancelled, creating a potential reduction in the company's share count if purchases occur.

The relevant follow-up is execution through September 15, 2027: RBI says purchase amount and timing depend on market conditions, share price and other factors, and that the authorization or NCIB may be modified, suspended or discontinued.

Market Context

On August 10, RBI disclosed a cash repurchase of 2,784,549 exchangeable units for cancellation; that...

Analysis

On August 10, RBI disclosed a cash repurchase of 2,784,549 exchangeable units for cancellation; that related share-count reduction provided a recent capital-return precedent as the company renewed its broader NCIB.

Key Figures

Repurchase authorization: U.S.$1,000 million NCIB period: September 16, 2026–September 15, 2027 Maximum shares: 34,404,688 common shares +3 more

Repurchase authorization

U.S.$1,000 million

Through September 30, 2027

NCIB period

September 16, 2026–September 15, 2027

12-month renewal period

Maximum shares

34,404,688 common shares

Maximum under the renewed NCIB

Public float

344,046,880 common shares

As of September 2, 2026

Daily repurchase limit

274,585 common shares

Maximum daily TSX repurchases, excluding block purchases

Prior NCIB repurchases

2,910,671 common shares

Repurchased for cancellation through September 10, 2026

Historical Context

1 past event · Latest: Aug 10

1 event

1. Aug 10

   Cash unit repurchase

   24h Move

   +0.7%

   RBI planned cash repurchase and cancellation of exchangeable units, reducing fully diluted shares.

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

Key Terms

normal course issuer bid, accelerated share repurchase transactions, forward purchase agreements, rule 10b-18

4 terms

normal course issuer bid financial

"renew its normal course issuer bid (the "NCIB") for its common shares"

A Normal Course Issuer Bid is when a company buys back its own shares from the stock market over time. This usually shows that the company believes its stock is undervalued and wants to support its price, which can be important for investors to watch.

accelerated share repurchase transactions financial

"including the writing of put options and forward purchase agreements, accelerated share repurchase transactions"

A way for a company to buy back a large number of its own shares immediately by contracting with a bank that delivers the stock up front and then fills the trade over time. It matters to investors because it quickly reduces the number of shares outstanding—similar to a store buying back its own coupons to raise the value of each remaining coupon—which can raise profit per share, signal management’s confidence, and change the company’s cash and debt picture.

forward purchase agreements financial

"including the writing of put options and forward purchase agreements"

A forward purchase agreement is a contract where a buyer promises to purchase securities or assets from a company at a set price and future date, often contingent on certain conditions being met. For investors, it matters because it provides assured future funding or supply—similar to booking a delivery in advance—which can stabilize a company’s plans but may also dilute existing shareholders or change expected returns once the agreed sale occurs.

rule 10b-18 regulatory

"in compliance with Securities and Exchange Commission Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

MIAMI, Sept. 11, 2026 /PRNewswire/ -- Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) ("RBI") announced today that it has filed, and the Toronto Stock Exchange (the "TSX") has accepted, notice of RBI's intention to renew its normal course issuer bid (the "NCIB") for its common shares. The NCIB is being conducted in furtherance of RBI's board-approved share repurchase authorization that allows RBI to purchase up to U.S.$1,000 million of its common shares through September 30, 2027 (the "Repurchase Authorization").

Pursuant to the NCIB, RBI may, during the 12-month period commencing September 16, 2026 and ending on September 15, 2027, purchase up to 34,404,688 common shares, representing 10% of its public float of 344,046,880 common shares as of September 2, 2026 (a total of 348,762,825 common shares were issued and outstanding as of such date). Purchases under the NCIB will be made through the facilities of the TSX, the New York Stock Exchange (the "NYSE") and/or alternative trading systems in Canada and the U.S., if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order. In addition, RBI may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts or use other methods of acquiring shares, in each case, as may be permitted by applicable securities laws or subject to regulatory approval.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX. In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 274,585 common shares, which represents 25% of the average daily trading volume on the TSX of 1,098,341 for the six months ended August 31, 2026. Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and U.S. federal securities laws.

Under its last NCIB which commenced on September 16, 2025 and expires on September 15, 2026 (the "2025 NCIB"), RBI previously sought and received approval from the TSX to repurchase up to 32,326,078 common shares. Up to September 10, 2026, RBI repurchased 2,910,671 common shares for cancellation under the 2025 NCIB at a weighted average price of approximately U.S.$74.97 per common share. All repurchases under the 2025 NCIB were conducted through the facilities of the NYSE, the TSX or an alternative stock exchange in the United States or Canada. 

RBI believes that the market price of common shares could be such that their purchase may be an attractive and appropriate use of corporate funds. Decisions regarding the amount and timing of future purchases of common shares will be based on market conditions, share price and other factors. RBI may elect to modify, suspend or discontinue the Repurchase Authorization, and its NCIB, at any time. Repurchases under the Repurchase Authorization will be funded using RBI's cash resources and all shares repurchased will be cancelled. RBI has also entered into an automatic purchase plan with a broker which will enable RBI to provide standard instructions in the future and then purchase common shares on the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased in accordance with management's discretion.

About Restaurant Brands International

RBI 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 and information, which are often identified by the words "may," "might," "believes," "thinks," "anticipates," "plans," "expects," "intends," or similar expressions, and reflect management's current beliefs and 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 normal course issuer bid purchases. These forward-looking statements are not guarantees of future events or performance and involve a number of risks and uncertainties. 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, and include the following: (1) the effectiveness of RBI's marketing, advertising and digital programs and franchisee support of these programs; (2) the effectiveness of RBI's operational and culinary initiatives; (3) increased commodity prices; (4) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of RBI's hedging activity; (5) changes in applicable tax laws or interpretations thereof, and RBI's ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results; (6) RBI's supply chain operations; (7) RBI's reliance on franchisees, including master franchisees and subfranchisees, to accelerate restaurant growth and execute their development commitments (including for Burger King China); (8) RBI's relationship with, and the success of, its franchisees and risks related to RBI's franchised business model; (9) RBI's franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (10) evolving legislation and regulations, including in the area of franchise and labor and employment law; (11) global economic or other business conditions that may affect the desire or ability of RBI's guests to purchase its products, such as inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health, food safety, brand identity and value; (12) RBI's ability to refranchise restaurants acquired in the Carrols Acquisition and to identify and successfully consummate agreements with new partners for Popeyes China and new investors for Firehouse Subs Brazil when RBI plans to do so, and RBI's ability to subsequently sunset the RH segment; (13) the ability to access liquidity under our credit facilities and derivatives, including counterparty risks; (14) RBI's indebtedness, which could adversely affect its financial condition and prevent RBI from fulfilling its obligations; (15) tariffs and their impact on economic conditions or RBI's business; (16) RBI's ownership and leasing of real estate; (17) RBI's ability to successfully estimate the impact of certain accounting matters, including changes to factors underlying its critical accounting estimates and the price and pace of refranchisings; and (18) risks related to unforeseen events, such as natural disasters or pandemics. Other than as required under U.S. federal securities laws or Canadian securities laws, RBI does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, change in expectations or otherwise.

View original content to download multimedia:https://www.prnewswire.com/news-releases/restaurant-brands-international-inc-announces-renewal-of-normal-course-issuer-bid-302876552.html

SOURCE Restaurant Brands International Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the time frame for the renewed NCIB and the broader repurchase authorization?

The renewed NCIB permits share repurchases during the 12‑month period from September 16, 2026 to September 15, 2027. The broader board-approved repurchase authorization of up to U.S.$1,000 million for common shares extends through September 30, 2027.

How many RBI shares are outstanding and what portion can be repurchased?

As of September 2, 2026, RBI had 348,762,825 common shares issued and outstanding, with a public float of 344,046,880 shares. The NCIB allows repurchases of up to 34,404,688 shares, which is 10% of that public float.

Where and how will RBI execute share repurchases under the NCIB?

Repurchases may be made through the facilities of the TSX, the NYSE and eligible alternative trading systems in Canada and the U.S., or by other methods permitted by applicable securities laws, including private agreements. RBI may also use derivative-based programs, such as writing put options, forward purchase agreements, accelerated share repurchase transactions and other equity contracts, subject to legal and regulatory requirements.

Are there daily limits on share repurchases on the TSX?

Yes. Under TSX rules, daily repurchases on the TSX, other than under a block purchase exception, are capped at 274,585 common shares, which represents 25% of the average daily trading volume of 1,098,341 shares for the six months ended August 31, 2026.

What happens to the shares repurchased under the NCIB and how are purchases priced?

All shares repurchased under the repurchase authorization will be cancelled. Purchases on the TSX will be made in compliance with TSX rules at the market price at the time of purchase or another price permitted by the TSX. Purchases on the NYSE will comply with SEC Rule 10b‑18 and U.S. federal securities laws. Private agreement purchases made under applicable Canadian exemption orders will generally be at a discount to the prevailing market price, as provided in any such order.

What did RBI do under its previous NCIB?

Under the NCIB that commenced on September 16, 2025 and expires on September 15, 2026, RBI was authorized to repurchase up to 32,326,078 common shares. Up to September 10, 2026, it repurchased 2,910,671 common shares for cancellation at a weighted average price of approximately U.S.$74.97 per share.

What is the purpose of RBI’s automatic purchase plan with a broker?

RBI has entered into an automatic purchase plan that allows it to provide standard instructions to a broker so that common shares can be bought on the open market during self‑imposed blackout periods. Outside of these blackout periods, share purchases may be made at management’s discretion.