Restaurant Brands (QSR) president awarded RSUs and PSUs

Rhea-AI Filing Summary

Restaurant Brands International Inc. President, International Thiago T. Santelmo reported multiple equity awards, including new restricted share units and performance share units that provide rights to future common shares. These awards are compensation grants, not open-market purchases or sales.

The filing shows additional restricted share units such as 18.9263, 26.2292, 48.0216 and 137.8589 units, each representing a right to receive one common share, vesting in future annual installments. Performance-based units of 265.0277, 357.9900 and 415.0826 units may vest in 2027, 2028 and 2029 depending on performance conditions.

Santelmo also holds 78,667.731 common shares directly, 205 exchangeable units convertible into common shares, and options over 10,000, 30,000 and 7,500 common shares at exercise prices of $58.44, $64.75 and $66.31, expiring between 2028 and 2030.

Insider Trade Summary

12 transactions reported

Mixed 12 txns

Insider SANTELMO THIAGO T

Role President, International

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	18.926	$0.00	--
Grant/Award	Restricted Share Units	26.229	$0.00	--
Grant/Award	Performance Share Units	265.028	$0.00	--
Grant/Award	Restricted Share Units	48.022	$0.00	--
Grant/Award	Performance Share Units	357.99	$0.00	--
Grant/Award	Restricted Share Units	137.859	$0.00	--
Grant/Award	Performance Share Units	415.083	$0.00	--
holding	Exchangeable Units	--	--	--
holding	Option (Right to Buy)	--	--	--
holding	Option (Right to Buy)	--	--	--
holding	Option (Right to Buy)	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 2,205.643 shares (Direct); Performance Share Units — 30,885.918 shares (Direct); Exchangeable Units — 205 shares (Direct); Option (Right to Buy) — 10,000 shares (Direct); Common Shares — 78,667.731 shares (Direct)

Footnotes (1)

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 share 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 Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted to the Reporting Person. The 2024 PBRSUs 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. 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026, December 15, 2027 and December 15, 2028. 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 beginning on 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 condition. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029. The shares reported represent an award of performance based restricted shares units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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.

Key Figures

Restricted share units grant: 18.9263 units Restricted share units grant: 137.8589 units 2024 PBRSUs granted: 265.0277 units +5 more

8 metrics

Restricted share units grant 18.9263 units New RSU award representing contingent rights to common shares

Restricted share units grant 137.8589 units Additional RSUs vesting in equal annual installments

2024 PBRSUs granted 265.0277 units Performance period Feb 23, 2024 to Feb 23, 2027; vesting Mar 15, 2027

2025 PBRSUs granted 357.9900 units Performance period Feb 28, 2025 to Feb 28, 2028; vesting Mar 15, 2028

2026 PBRSUs granted 415.0826 units Performance period Feb 25, 2026 to Feb 25, 2029; vesting Mar 15, 2029

Direct common share holdings 78,667.731 shares Common shares held directly after reported transactions

Stock options at $58.44 10,000 shares Fully vested options exercisable at $58.44, expiring Feb 22, 2028

Exchangeable units 205.0000 units Convertible into common shares or cash with no expiration date

Key Terms

performance based restricted share units, dividend equivalent rights, exchangeable unit, exercise price, +1 more

5 terms

performance based restricted share units financial

"The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted to the Reporting Person."

dividend equivalent rights financial

"Represents dividend equivalent rights that accrued on the underlying award of restricted share units."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

exchangeable unit financial

"Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares"

exercise price financial

"These options are fully vested and exercisable."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vest in equal annual installments financial

"These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026."

Form 4 Insider Transactions: What Each Field Means →

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^*

SANTELMO THIAGO T

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 WATERFORD DISTRICT DRIVE

(Street)

MIAMI FLORIDA 33126

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President, International

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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								78,667.731	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	205		205	D
Option (Right to Buy)	$58.44							(2)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(2)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(3)	04/02/2026		A		18.9263(4)		(5)	(5)	Common Shares	18.9263	$0	2,205.6431	D
Restricted Share Units	(3)	04/02/2026		A		26.2292(4)		(6)	(6)	Common Shares	26.2292	$0	3,056.7061	D
Performance Share Units	(7)	04/02/2026		A		265.0277(8)		03/15/2027	03/15/2027	Common Shares	265.0277	$0	30,885.918	D
Restricted Share Units	(3)	04/02/2026		A		48.0216(4)		(9)	(9)	Common Shares	48.0216	$0	5,596.3663	D
Performance Share Units	(10)	04/02/2026		A		357.99(8)		03/15/2028	03/15/2028	Common Shares	357.99	$0	41,719.6035	D
Restricted Share Units	(3)	04/02/2026		A		137.8589(4)		(11)	(11)	Common Shares	137.8589	$0	16,065.8589	D
Performance Share Units	(12)	04/02/2026		A		415.0826(8)		03/15/2029	03/15/2029	Common Shares	415.0826	$0	48,373.0826	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 share 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 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 15, 2026.

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

7. The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted to the Reporting Person. The 2024 PBRSUs 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.

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, 2026, December 15, 2027 and December 15, 2028.

10. 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 beginning on 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 condition.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.

12. The shares reported represent an award of performance based restricted shares units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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.

Remarks:

	/s/ David Wallace, as Attorney-in-Fact for Thiago T. Santelmo	04/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did QSR executive Thiago Santelmo report on this Form 4?

Thiago T. Santelmo reported equity compensation grants, not market trades. He received new restricted share units and performance share units that provide contingent rights to Restaurant Brands International common shares, with vesting and performance conditions detailed in the filing and footnotes.

How many restricted share units did QSR’s Santelmo receive in this filing?

Santelmo received several restricted share unit awards, including 18.9263, 26.2292, 48.0216 and 137.8589 units. Each restricted share unit represents a contingent right to receive one common share, subject to time-based vesting over future annual installment dates.

What performance share units were granted to QSR’s Santelmo and when can they vest?

He was granted performance-based restricted share units of 265.0277 (2024 PBRSUs), 357.9900 (2025 PBRSUs) and 415.0826 (2026 PBRSUs). These have performance periods ending in 2027, 2028 and 2029, with potential vesting on March 15 of those respective years if performance conditions are met.

What common share and option holdings does QSR executive Santelmo report after these grants?

After these grants, Santelmo reports holding 78,667.731 common shares directly. He also holds options over 10,000, 30,000 and 7,500 common shares with exercise prices of $58.44, $64.75 and $66.31, and expirations in 2028, 2029 and 2030, respectively.

What are the exchangeable units held by QSR’s Santelmo and how can they be settled?

Santelmo holds 205 exchangeable units of Restaurant Brands International Limited Partnership, each linked to one common share. They are convertible into common shares or a cash amount based on a 20-day trading average, at the partnership’s discretion, with no stated expiration date.

Do dividend equivalent rights affect Santelmo’s restricted and performance share units at QSR?

Yes. Footnotes explain that dividend equivalent rights accrue on the underlying restricted and performance-based units when dividends are paid on common shares. These rights vest proportionately and settle or expire on the same terms as the underlying share units.