Restaurant Brands (QSR) President, International updates equity awards and options

Rhea-AI Filing Summary

Restaurant Brands International Inc.'s President, International reported equity activity and current holdings. A block of 1,860.572 restricted share units vested on December 31, 2025 and converted into common shares at a price of $0, increasing the executive’s directly held stake to 64,770.1629 common shares. The filing also lists multiple stock options with exercise prices between $55.55 and $66.31 and expirations from February 2027 through February 2030, along with additional restricted share units and performance-based share units scheduled to vest over future dates based on continued service and performance conditions.

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 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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		1,860.572	A	(1)	64,770.1629	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(2)	(2)							(2)	(2)	Common Shares	205		205	D
Option (Right to Buy)	$55.55							(3)	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							(3)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(3)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(3)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(4)	12/31/2025		M			1,860.572	(5)	(5)	Common Shares	1,860.572	$0	0	D
Restricted Share Units	(4)							(6)	(6)	Common Shares	2,166.5896		2,166.5896	D
Restricted Share Units	(4)							(7)	(7)	Common Shares	3,002.5836		3,002.5836	D
Performance Share Units	(8)							02/22/2026	02/22/2026	Common Shares	19,400.7258		19,400.7258	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	30,339.0473		30,339.0473	D
Restricted Share Units	(4)							(10)	(10)	Common Shares	5,497.2763		5,497.2763	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	40,980.9099		40,980.9099	D

Explanation of Responses:

1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.

2. 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.

3. These options are fully vested and exercisable.

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

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

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 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. 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 period.

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/ Jill Granat, as Attorney-in-Fact for Thiago Santelmo	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did QSR’s President, International report in this filing?

The executive reported the vesting of 1,860.572 restricted share units on December 31, 2025, which converted into common shares at a price of $0, and updated his equity holdings.

How many QSR common shares does the reporting person own after this transaction?

Following the reported vesting, the President, International beneficially owns 64,770.1629 QSR common shares, held directly.

What stock options for Restaurant Brands International Inc. does the insider hold?

The filing lists several options to buy QSR common shares, including grants with exercise prices of $55.55, $58.44, $64.75, and $66.31, with expirations from February 23, 2027 through February 20, 2030.

What restricted share units (RSUs) related to QSR are disclosed in this report?

The report shows multiple RSU awards, each representing a right to receive one QSR common share, with portions scheduled to vest annually, including remaining vesting dates such as December 15, 2026, December 15, 2027, and December 15, 2028.

What performance share units (PSUs) for QSR are included and how do they work?

The executive holds performance-based restricted share units with performance periods ending December 31, 2025, February 23, 2027, and February 28, 2028. The number of QSR shares ultimately earned can increase or decrease based on the performance conditions, with vesting dates including February 22, 2026 and March 15, 2027 and March 15, 2028.

Does this QSR insider filing involve any derivative or exchangeable securities?

Yes. It notes that each Restaurant Brands International Limited Partnership exchangeable unit is convertible into QSR common shares or a cash amount based on the weighted average trading price over 20 trading days, with no stated expiration for this conversion right.