Restaurant Brand SEC Filings

A holder of QSR common stock filed a Rule 144 notice to sell up to 5,220 shares through Morgan Stanley Smith Barney on the NYSE.

The shares have an aggregate market value of $370,854.38 and are part of a class with 327,812,087 shares outstanding.

They were acquired as restricted stock from the issuer on 01/04/2024, with payment on the same date, and the proposed sale date is approximately 12/15/2025.

By signing the notice, the seller represents they are not aware of any material adverse information about the issuer’s current or prospective operations that has not been publicly disclosed.

3G-affiliated entities reported the settlement of a large forward sale of Restaurant Brands International Inc. (QSR) shares. On December 3, 2025, HL1 17 LP completed a previously announced forward sale contract with BofA Securities, Inc., which obligated HL1 to deliver up to 17,626,570 common shares in exchange for cash.

The cash payment was based on a price per share of $68.72, adjusted daily by an overnight bank funding rate minus a negotiated spread for the period the contract was outstanding. Following the reported transaction, the filing shows 0 common shares beneficially owned by the reporting persons, with the position reported as indirectly held prior to settlement and all reporting persons disclaiming beneficial ownership beyond any pecuniary interest.

Restaurant Brands International investor 3G Restaurant Brands Holdings filed an updated Schedule 13D/A reflecting its current economic interest in the company. The reporting entities, organized in the Cayman Islands, beneficially own 99,157,902 Exchangeable Units, which are exchangeable into 99,157,902 Common Shares, giving them a 23.22% interest in the common equity based on 327,812,087 Common Shares outstanding as of October 24, 2025.

The filing explains that 3G RBH previously submitted an exchange notice for 17,626,570 Exchangeable Units, which became irrevocable on November 13, 2025. The partnership elected to satisfy this notice by issuing 17,626,570 Common Shares in exchange for the same number of Exchangeable Units, and this November 2025 Exchange was completed on December 3, 2025. On that date, HL1 delivered 17,626,570 Common Shares to BofA Securities, Inc. under a Forward Contract in return for a cash payment based on a price per share of $68.72, adjusted daily by a specified funding-rate factor.

The reporting persons state that, aside from the November 2025 Exchange, the Forward Contract settlement, and related transactions described, they have no current plans or proposals for corporate actions such as mergers, major asset sales, or changes in control. They also expressly disclaim beneficial ownership of any Common Shares or Exchangeable Units beyond those specifically attributed to them in connection with the described transactions.

Restaurant Brands International Inc. director reports share sales. A director of Restaurant Brands International Inc. (ticker QSR) reported selling common shares of the company on 11/26/2025. The transactions included 2,273 common shares sold at a weighted average price of $72.6543 per share and an additional 4,727 common shares sold at a weighted average price of $72.8316 per share. After these sales, the reporting person directly beneficially owned 18,962 common shares of Restaurant Brands International. The prices in one transaction reflect U.S. dollar equivalents of trades executed in Canadian dollars using the Bank of Canada daily exchange rate on November 26, 2025.

Restaurant Brands International (QSR) Executive Chairman J. Patrick Doyle reported equity transactions on November 21, 2025. He acquired 110,451.3916 common shares at an exercise price of $0 upon the vesting and settlement of restricted share units, then sold 15,499 shares at a weighted average price of $68.8864, 12,300 shares at $69.8413, and 15,798 shares at $70.6546. The company notes these sales were made to cover withholding tax obligations related to the RSU vesting.

After these transactions, Doyle reports continued direct and indirect ownership of QSR equity, including common shares held personally and 500,000 shares held indirectly through Lodgepole 231 LLC. He also holds 2,000,000 options with a $66.74 exercise price, additional time‑vesting restricted share units that continue to vest annually through November 21, 2027, and performance-based restricted share units with a performance period running from November 21, 2022 to May 21, 2028, which may be earned from 50% to 200% of target based on RBI share price appreciation.

Restaurant Brands International Inc. (QSR) reported the equity holdings of its officer serving as President, Popeyes-US & Canada, in a Form 3 beneficial ownership statement. The reporting person directly owns 35,108.182 common shares. In addition, they hold stock options to buy 10,000 common shares at $64.75 expiring on February 21, 2029, and 12,000 common shares at $66.31 expiring on February 20, 2030.

The filing also shows multiple grants of restricted share units (RSUs) and performance share units (PSUs), each representing a contingent right to receive one common share, with vesting dates running through late 2028. Certain awards are performance-based (2023, 2024, and 2025 PBRSUs), where the ultimate number of shares earned can increase or decrease based on specified performance conditions over multi‑year periods.

Restaurant Brands International (QSR) disclosed an underwriting agreement for a secondary offering by HL1 17 LP, an affiliate of 3G Capital. The transaction covers up to 17,626,570 common shares, to be sold to the underwriter at $68.72 per share via a forward sale structure. RBI is not selling any shares and will not receive proceeds.

BofA Securities will act as underwriter and forward counterparty. In the offering, the forward counterparty or its affiliates agreed to borrow and sell 9,785,784 shares, and may sell up to 7,840,786 additional shares tied to indications of interest from two investors. The selling shareholder is expected to physically settle the forward by delivering the shares and receive cash at $68.72 per share, with settlement expected on or before December 3, 2025. Closing of the offering is expected on November 17, 2025. 3G-related funds agreed to a 45‑day lock-up, subject to exceptions.

Restaurant Brands International (QSR) disclosed insider activity by entities affiliated with 3G. On 11/13/2025, the holder elected to exchange 17,626,570 exchangeable units for 17,626,570 common shares (code C); the exchange became irrevocable that day and will be effected on or before December 3, 2025.

Separately, HL1 17 LP entered a forward sale contract with BofA Securities obligating delivery of up to 17,626,570 common shares on December 3, 2025 (or earlier at HL1’s election). Cash payment is based on a per-share price of $68.72, multiplied by a factor of 1 + (overnight bank funding rate − negotiated spread) for each day the contract is outstanding. Following the conversion entry, the filing lists 99,157,902 derivative securities beneficially owned.

Restaurant Brands International (QSR): 3G-related entities updated their ownership. An exchange notice for 17,626,570 Exchangeable Units became irrevocable on November 13, 2025. The issuer elected to satisfy this by issuing 17,626,570 Common Shares, with the November 2025 exchange to be effected on or before December 3, 2025.

After this exchange, the reporting persons will continue to hold 99,157,902 Exchangeable Units. One holder, HL1, entered a forward contract with BofA Securities, Inc. to deliver up to 17,626,570 Common Shares on December 3, 2025, in return for cash based on $68.72 per share adjusted daily by an overnight bank funding rate minus a negotiated spread. Aggregate beneficial ownership for 3G RBH GP is disclosed as 116,784,472 (including common shares and units), representing 26.27%, calculated using 327,812,087 Common Shares outstanding as of October 24, 2025 plus the exchangeable shares issuable.