QSR (QSR) executive nets shares after tax sale and PSU vesting

Rhea-AI Filing Summary

Restaurant Brands International President, International Thiago T. Santelmo reported several equity award transactions. On February 22, 2026, he exercised 19,580.9543 Performance Share Units, receiving 15,664.7634 common shares at no cost, bringing his direct common share holdings to 79,753.0402 shares.

On February 23, 2026, he sold 5,686.3092 common shares at $67.51 per share, leaving 74,066.731 common shares directly owned. A footnote states this sale was made to cover withholding tax obligations on the vesting of performance-based restricted share units. He also continues to hold exchangeable units, stock options, restricted share units and new performance-based RSU awards with performance periods and vesting dates extending through 2028.

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

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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^*

SANTELMO THIAGO T

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 WATERFORD DISTRICT 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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		M		15,664.7634(1)	A	$0	79,753.0402	D
Common Shares	02/23/2026		S		5,686.3092(2)	D	$67.51	74,066.731	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(3)	(3)							(3)	(3)	Common Shares	205		205	D
Option (Right to Buy)	$55.55							(4)	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							(4)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(4)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,186.7167		2,186.7167	D
Restricted Share Units	(5)							(7)	(7)	Common Shares	3,030.4769		3,030.4769	D
Performance Share Units	(8)	02/22/2026		M			19,580.9543	02/22/2026	02/22/2026	Common Shares	19,580.9543	$0	0	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	30,620.8904		30,620.8904	D
Restricted Share Units	(5)							(10)	(10)	Common Shares	5,548.3447		5,548.3447	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	41,361.6136		41,361.6136	D

Explanation of Responses:

1. The 2023 PBRSUs vested at 80% of target based on the results of the performance condition.

2. Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.

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

8. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target.

9. 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.

10. 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.

11. 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.

Remarks:

	/s/ David Wallace, as Attorney-in-Fact for Thiago T. Santelmo	02/24/2026
	** 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 did QSR executive Thiago Santelmo report in this Form 4 filing?

Thiago Santelmo reported exercising performance share units into common shares and then selling shares. He converted 19,580.9543 performance share units into 15,664.7634 common shares and later sold 5,686.3092 shares, mainly to satisfy tax withholding on vested performance-based restricted share units.

How many Restaurant Brands (QSR) shares did the executive sell and at what price?

He sold 5,686.3092 Restaurant Brands common shares at $67.51 per share. A footnote explains these shares were sold to cover withholding tax obligations related to the settlement of vested performance-based restricted share units, rather than as a discretionary open-market sale.

What is Thiago Santelmo’s QSR common share ownership after these transactions?

After the reported sale, he directly owns 74,066.731 Restaurant Brands common shares. Before the sale, his direct holdings increased to 79,753.0402 shares following the conversion of performance share units into common shares at no cost on February 22, 2026.

What performance-based RSU awards does the QSR executive hold going forward?

He holds multiple performance-based restricted share unit awards, including 2024 PBRSUs and 2025 PBRSUs. Footnotes state these have performance periods running into 2027 and 2028, with vesting expected on March 15, 2027 and March 15, 2028, depending on performance outcomes.

What other equity instruments does the QSR executive hold besides common shares?

He holds Restaurant Brands International Limited Partnership exchangeable units, fully vested stock options, restricted share units and additional performance share units. Footnotes note exchangeable units can be converted into common shares or cash with no expiration, and several restricted share unit grants vest in annual installments through 2028.