Restaurant Brands (QSR) CEO reports 966,501-share sale and equity awards

Rhea-AI Filing Summary

Restaurant Brands International (QSR) Chief Executive Officer Joshua Kobza reported a large non-derivative disposition of 966,501.5173 common shares on 10/07/2025, leaving the indicated post-transaction holdings shown in the filing. The Form 4 also records multiple equity awards and exercises: options exercisable at $56.92 (200,000 shares), exchangeable units (5,413 shares), and several grants of restricted share units and performance-based share units that were acquired or recorded as dividend equivalents on 10/07/2025. Several performance awards vest on 03/15/2027, 05/21/2028, and 03/15/2028, and some restricted share units have remaining vesting dates in 2025–2028. The filing is signed by an attorney-in-fact on 10/09/2025.

Positive

• Continued equity compensation via restricted share units and performance share units with multi-year vesting supports long-term alignment
• Performance-based awards present upside contingent on meeting stated performance conditions (vesting tied to performance periods ending 2027 and 2028)
• Dividend equivalent rights recorded on restricted and performance awards indicate accrual of shareholder-like payments on awards

Negative

• Large non-derivative disposition of 966,501.5173 common shares on 10/07/2025, which reduces the reporting person’s direct holdings
• Substantial share movement on a single day could be interpreted as a material liquidity event for the reporting person

Insights

Corporate Governance Analyst

TL;DR: CEO reported a large share disposal alongside multiple equity award events on 10/07/2025.

The filing shows a significant non-derivative disposition of 966,501.5173 common shares, which materially changes the reported share count held by the reporting person. Concurrently, the report records multiple equity-related events including an option position of 200,000 shares exercisable at $56.92, exchangeable units of 5,413, and numerous restricted share units and performance-based share units with vesting schedules into 2025–2028

These items reflect both realized liquidity (the large disposition) and continuing executive compensation exposure through multi-year vested and performance-linked awards; monitor vesting dates such as 03/15/2027 and 05/21/2028 for future share settlement events.

Equity Compensation Specialist

TL;DR: Multiple grant types and dividend equivalents were recorded, showing ongoing compensation structuring.

The Form 4 records acquisitions of restricted share units and performance share units and notes that dividend equivalent rights accrued and vest proportionately with the underlying awards. Several performance awards specify performance periods and vesting on 05/21/2028 and 03/15/2028, while some restricted units vest in equal annual installments with remaining vesting into 2025–2028.

These mechanics mean future common-share settlement depends on vesting and achievement of stated performance conditions; watch the stated performance end dates and vesting milestones through 2028 for potential share issuance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kobza Joshua

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON DRIVE

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares								966,501.5173	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Exchangeable Units(1)	(1)							(1)	(1)	Common Shares	5,413		5,413	D
Option (Right to Buy)	$56.92							(2)	05/04/2027	Common Shares	200,000		200,000	D
Restricted Share Units	(3)	10/07/2025		A		77.6226(4)		(5)	(5)	Common Shares	77.6226	$0	8,701.2447	D
Restricted Share Units	(3)	10/07/2025		A		126.6179(4)		(6)	(6)	Common Shares	126.6179	$0	14,193.4623	D
Performance Share Units	(7)	10/07/2025		A		2,931.4232(8)		05/21/2028	05/21/2028	Common Shares	2,931.4232	$0	328,603.0792	D
Restricted Share Units	(3)	10/07/2025		A		217.8085(4)		(9)	(9)	Common Shares	217.8085	$0	24,415.6336	D
Performance Share Units	(10)	10/07/2025		A		1,130.8597(8)		03/15/2027	03/15/2027	Common Shares	1,130.8597	$0	126,765.7234	D
Restricted Share Units	(3)	10/07/2025		A		178.9931(4)		(11)	(11)	Common Shares	178.9931	$0	20,064.5445	D
Performance Share Units	(12)	10/07/2025		A		1,406.1043(8)		03/15/2028	03/15/2028	Common Shares	1,406.1043	$0	157,619.7535	D

Explanation of Responses:

1. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

2. These options are fully vested and exercisable.

3. Each restricted share unit represents a contingent right to receive one common share.

4. Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.

7. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning February 22, 2023 and ending May 21, 2028 and to the extent earned will vest on May 21, 2028. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

8. Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.

9. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.

10. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.

12. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs have a performance period ending February 28, 2025 and ending February 28, 2028 and to the extent earned will vest on March 15, 2028. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance period.

Remarks:

	/s/ Deul Lim, as Attorney-in-Fact for Joshua Kobza	10/09/2025
	** Signature of Reporting Person	Date
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FAQ

What did Restaurant Brands International CEO Joshua Kobza report on Form 4 (QSR)?

The filing reports a disposition of 966,501.5173 common shares on 10/07/2025, plus recorded acquisitions/entries for options, exchangeable units, restricted share units, and performance share units.

Did the Form 4 show any option positions for Joshua Kobza?

Yes; the filing lists an option for 200,000 shares with an exercise price of $56.92 that is fully vested and exercisable.

Are there performance-based awards in the Form 4 for QSR insider activity?

Yes; the report includes 2023 PBRSUs, 2024 PSUs, and 2025 PBRSUs with performance periods ending and potential vesting on 03/15/2027, 05/21/2028, and 03/15/2028 respectively.

When do the restricted share units and performance awards vest?

Some restricted share units have remaining vesting in 2025, 2026, 2027, and 2028; performance awards have specific vesting dates on 03/15/2027, 05/21/2028, and 03/15/2028 as disclosed.

Who signed the Form 4 for Joshua Kobza and when?

The filing is signed by Deul Lim, as Attorney-in-Fact for Joshua Kobza on 10/09/2025.