Restaurant Brands (QSR) officer details share sale and new stock awards

Rhea-AI Filing Summary

Restaurant Brands International Chief Corporate Officer Duncan Fulton reported routine equity activity. On January 6, 2026, he acquired 29.6602 common shares from dividend equivalent rights tied to previously vested restricted share units, increasing his direct holdings to 42,503.8128 common shares. On January 7, 2026, he sold 1,775.3334 common shares at $67.48 per share, leaving 40,728.4794 common shares held directly; the sale covered withholding tax obligations related to prior vesting.

Fulton also reported multiple awards and dividend-equivalent accruals of restricted share units and performance share units, each generally representing a contingent right to receive one common share. These awards include 2023, 2024 and 2025 performance-based RSUs with performance periods running through 2025, 2027 and 2028 and vesting dates in 2026, 2027 and 2028, as well as time-based RSUs vesting in equal annual installments through December 15, 2028. He continues to hold fully vested options to buy 60,000 and 15,000 common shares at fixed exercise prices.

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^*

Fulton Duncan

(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 Corporate Officer

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		29.6602(1)	A	$0	42,503.8128	D
Common Shares	01/07/2026		S		1,775.3334(2)	D	$67.48(3)	40,728.4794	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
Option (Right to Buy)	$63.64(4)							(5)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(6)							(5)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(7)	01/06/2026		A		22.6054(8)		(9)	(9)	Common Shares	22.6054	$0	2,456.9149	D
Performance Share Units	(10)	01/06/2026		A		221.4661(11)		02/22/2026	02/22/2026	Common Shares	221.4661	$0	24,070.4687	D
Restricted Share Units	(7)	01/06/2026		A		47.3748(8)		(12)	(12)	Common Shares	47.3748	$0	5,149.0219	D
Performance Share Units	(13)	01/06/2026		A		195.5838(11)		03/15/2027	03/15/2027	Common Shares	195.5838	$0	21,257.4006	D
Restricted Share Units	(7)	01/06/2026		A		44.875(8)		(14)	(14)	Common Shares	44.875	$0	4,877.3256	D
Performance Share Units	(15)	01/06/2026		A		219.584(11)		03/15/2028	03/15/2028	Common Shares	219.584	$0	23,865.9098	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. The reported shares were sold in Canadian dollars at a price of CAD $93.28 per share. The sale price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.

4. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.

5. These options are fully vested and exercisable.

6. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.

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

8. 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.

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

10. 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.

11. 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.

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

13. 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.

14. 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.

15. 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 on 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:

	/s/ Jill Granat, as Attorney-in-Fact for Duncan Fulton	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did QSR executive Duncan Fulton report?

Duncan Fulton, Chief Corporate Officer of Restaurant Brands International Inc. (QSR), reported acquiring 29.6602 common shares from dividend equivalents on January 6, 2026 and selling 1,775.3334 common shares on January 7, 2026.

How many Restaurant Brands (QSR) shares did Duncan Fulton sell and at what price?

On January 7, 2026, Fulton sold 1,775.3334 common shares at a U.S. dollar price of $67.48 per share, with the Canadian-dollar price noted as CAD $93.28 and converted using the Bank of Canada rate.

Why did Duncan Fulton sell Restaurant Brands International shares in this Form 4?

According to the footnotes, the 1,775.3334 common shares sold were used to cover withholding tax obligations on the settlement of previously reported vesting of his restricted share units.

How many Restaurant Brands International (QSR) common shares does Duncan Fulton hold after these transactions?

Following the reported transactions, Fulton directly owns 40,728.4794 common shares of Restaurant Brands International Inc.

What restricted share units did Duncan Fulton report in this filing for QSR?

Fulton reported several restricted share unit entries, including 22.6054, 47.3748 and 44.875 units acquired on January 6, 2026, largely representing dividend equivalent rights that accrue and vest in equal annual installments, with remaining vesting dates extending to December 15, 2028.

What performance share units did Duncan Fulton disclose and when do they vest?

He reported performance-based RSUs tied to 2023 PBRSUs, 2024 PBRSUs and 2025 PBRSUs. Their performance periods run from January 1, 2023 to December 31, 2025, February 23, 2024 to February 23, 2027, and February 28, 2025 to February 28, 2028, respectively, with vesting dates on February 22, 2026, March 15, 2027 and March 15, 2028, subject to performance results.

What stock options does Duncan Fulton hold in Restaurant Brands International?

Fulton holds fully vested options to buy 60,000 common shares at an exercise price of $63.64 (originally issued at CAD $82.81) expiring on August 3, 2028, and 15,000 common shares at $66.31 (originally CAD $88.03) expiring on February 21, 2030.