Restaurant Brands (QSR) EVP Jill Granat Logs Tax Sale and New Equity Awards

Rhea-AI Filing Summary

Restaurant Brands International Inc. executive Jill Granat, EVP, General Counsel & Secretary, reported several equity compensation-related transactions. On January 6, 2026, she acquired 45.1442 common shares at $0, settled from dividend equivalent rights tied to previously vested restricted share units. On January 7, 2026, she sold 1,925.0829 common shares at $67.44 per share, with the filing explaining these shares were sold to cover withholding tax obligations on the settlement of vested restricted share units. Following these transactions, she held 458,279.9556 common shares directly.

Granat also reported grants and accruals of restricted share units and performance share units, including small additional amounts of RSU and PSU dividend equivalent rights that vest and settle on the same terms as their underlying awards. The disclosed performance-based RSU awards have performance periods running through December 31, 2025, February 23, 2027, and February 28, 2028, with potential vesting on February 22, 2026, March 15, 2027, and March 15, 2028, depending on performance outcomes.

Insights

Executive compensation and governance analyst

Routine equity compensation activity and tax-related sale by QSR’s EVP, General Counsel & Secretary.

The filing shows Jill Granat engaging primarily in routine equity compensation events. She received small increments of common shares and derivative awards stemming from dividend equivalent rights on previously granted restricted share units and performance share units. These rights mirror dividends on underlying shares and vest on the same schedules, so the reported additions fine-tune her existing long-term incentive structure rather than introduce new, large awards.

The sale of 1,925.0829 common shares at $67.44 is explicitly described as covering withholding tax obligations on vested restricted share units, a common administrative transaction rather than a discretionary share sale. After these changes she continues to hold a substantial equity position, including 458,279.9556 common shares and various RSU, PSU, option, and exchangeable unit holdings. Overall, this activity appears administrative and compensation-related, without a clear signal of changing sentiment or a shift in the company’s outlook.

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

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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^*

Granat Jill

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		A		45.1442(1)	A	$0	460,205.0385	D
Common Shares	01/07/2026		S		1,925.0829(2)	D	$67.44	458,279.9556	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(3)	(3)							(3)	(3)	Common Shares	52,965		52,965	D
Option (Right to Buy)	$56.92							(4)	05/04/2027	Common Shares	50,000		50,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	25,000		25,000	D
Restricted Share Units	(5)	01/06/2026		A		36.4995(6)		(7)	(7)	Common Shares	36.4995	$0	3,965.497	D
Performance Share Units	(8)	01/06/2026		A		337.9284(9)		02/22/2026	02/22/2026	Common Shares	337.9284	$0	36,714.2893	D
Restricted Share Units	(5)	01/06/2026		A		72.1104(6)		(10)	(10)	Common Shares	72.1104	$0	7,834.4472	D
Performance Share Units	(11)	01/06/2026		A		327.1155(9)		03/15/2027	03/15/2027	Common Shares	327.1155	$0	35,539.5215	D
Restricted Share Units	(5)	01/06/2026		A		70.1309(6)		(12)	(12)	Common Shares	70.1309	$0	7,619.3811	D
Performance Share Units	(13)	01/06/2026		A		402.6679(9)		03/15/2028	03/15/2028	Common Shares	402.6679	$0	43,747.9203	D

Explanation of Responses:

1. Represents shares settled from dividend equivalent rights that accrued on a vested restricted share unit award in respect of dividends that were paid after the vesting of the award with a record date prior to the vesting of the award.

2. Represents shares sold to cover withholding tax obligations on the settlement of the previously reported vesting of the Reporting Person's restricted share units.

3. 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.

4. These options are fully vested and exercisable.

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

6. 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.

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

8. 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 January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026. 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.

9. 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.

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

11. 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.

12. 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.

13. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning 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.

Remarks:

EVP, General Counsel & Secretary

	/s/ Jill Granat	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

Who is the insider involved in this QSR Form 4 filing?

The insider is Jill Granat, who serves as EVP, General Counsel & Secretary of Restaurant Brands International Inc. (QSR).

How many Restaurant Brands (QSR) common shares did Jill Granat sell and at what price?

On January 7, 2026, Jill Granat sold 1,925.0829 common shares of Restaurant Brands International Inc. at a price of $67.44 per share.

Why did Jill Granat sell Restaurant Brands (QSR) shares in this Form 4?

The filing states the 1,925.0829 common shares were sold to cover withholding tax obligations related to the settlement of previously reported vested restricted share units.

How many Restaurant Brands (QSR) common shares does Jill Granat hold after these transactions?

Following the reported transactions, Jill Granat directly beneficially owns 458,279.9556 common shares of Restaurant Brands International Inc.

What derivative awards for Restaurant Brands (QSR) are reported for Jill Granat?

She reports restricted share units, performance share units, options (rights to buy), and exchangeable units, including PBRSU awards with performance periods through 2025, 2027, and 2028 that may vest in 2026, 2027, and 2028 depending on performance.

What are the performance periods and vesting dates for Jill Granat’s PBRSUs at Restaurant Brands (QSR)?

The filing describes PBRSUs with performance periods from January 1, 2023–December 31, 2025, February 23, 2024–February 23, 2027, and February 28, 2025–February 28, 2028, which, if earned, vest on February 22, 2026, March 15, 2027, and March 15, 2028, respectively.