Restaurant Brands (QSR) SVP reports tax-cover sale plus RSU and PSU grants

Rhea-AI Filing Summary

Restaurant Brands International executive Jacqueline Friesner, SVP, Controller and Principal Accounting Officer, reported several equity-compensation related movements in early January 2026. She acquired 19.112 common shares at $0 on January 6, 2026 from dividend-equivalent rights tied to previously vested restricted share units, and on January 7, 2026 sold 815.7643 common shares at $67.44 per share to cover withholding taxes from earlier RSU vesting. After these transactions she directly held 187,068.7308 common shares, along with 9,098 exchangeable units of Restaurant Brands International Limited Partnership that are convertible into common shares or cash. She also reported small additions of restricted share units and performance share units, including related dividend-equivalent rights, which each represent contingent rights to receive common shares subject to time-based vesting and multi‑year performance conditions 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^*

Friesner Jacqueline

(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		19.112(1)	A	$0	187,884.4951	D
Common Shares	01/07/2026		S		815.7643(2)	D	$67.44	187,068.7308	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	9,098		9,098	D
Restricted Share Units	(4)	01/06/2026		A		17.7461(5)		(6)	(6)	Common Shares	17.7461	$0	1,928.0253	D
Performance Share Units	(7)	01/06/2026		A		135.1714(8)		02/22/2026	02/22/2026	Common Shares	135.1714	$0	14,685.7157	D
Restricted Share Units	(4)	01/06/2026		A		32.5685(5)		(9)	(9)	Common Shares	32.5685	$0	3,538.414	D
Performance Share Units	(10)	01/06/2026		A		161.4421(8)		03/15/2027	03/15/2027	Common Shares	161.4421	$0	17,539.9032	D
Restricted Share Units	(4)	01/06/2026		A		31.5956(5)		(11)	(11)	Common Shares	31.5956	$0	3,432.7142	D
Performance Share Units	(12)	01/06/2026		A		161.0614(8)		03/15/2028	03/15/2028	Common Shares	161.0614	$0	17,498.5459	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 shares 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 Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

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

5. 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.

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

7. 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.

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 vesting will occur on December 15, 2026 and December 15, 2027.

10. 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.

11. 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.

12. 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 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:

SVP, Controller and Principal Accounting Officer

	/s/ Jill Granat, as Attorney-in-Fact for Jacqueline Friesner	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

Who is the insider in this QSR filing and what is their role?

The filing relates to Jacqueline Friesner, who is identified as an officer of Restaurant Brands International Inc. (QSR) with the title "SVP, Controller and Principal Accounting Officer" in the remarks section.

How many Restaurant Brands International (QSR) common shares did Jacqueline Friesner sell?

On January 7, 2026, Jacqueline Friesner reported the sale of 815.7643 common shares of Restaurant Brands International Inc. at a price of $67.44 per share, leaving her with 187,068.7308 common shares directly owned afterward.

Why were the QSR shares sold by Jacqueline Friesner according to the filing?

A footnote explains that the 815.7643 common shares sold on January 7, 2026 "represent shares sold to cover withholding tax obligations on the settlement of the previously reported vesting" of her restricted share units, indicating the sale was for tax withholding rather than a discretionary open-market sale.

What new equity awards or credits did Jacqueline Friesner report receiving from QSR?

On January 6, 2026, she reported acquisitions of several derivative securities at $0 price, including restricted share units and performance share units, as well as related dividend-equivalent rights. These include amounts such as 17.7461, 32.5685, and 31.5956 restricted share units and 135.1714, 161.4421, and 161.0614 performance share units, each representing a contingent right to receive QSR common shares.

How do the performance share units reported by QSR’s SVP vest?

Footnotes describe three tranches of performance based restricted share units (2023 PBRSUs, 2024 PBRSUs and 2025 PBRSUs). Each tranche has a multi‑year performance period (for example, from January 1, 2023 to December 31, 2025 for the 2023 PBRSUs) and, to the extent earned based on performance conditions, will vest on specific dates such as February 22, 2026, March 15, 2027 and March 15, 2028.

What are dividend equivalent rights mentioned in the QSR insider filing?

Dividend equivalent rights are described as amounts that accrue when and as dividends are paid on QSR common shares underlying restricted share units or performance share units. These rights vest proportionately with, and are settled or expire on the same terms as, the underlying units. In this filing, they resulted in additional common shares, such as the 19.112 shares acquired on January 6, 2026.

What are the exchangeable units held by Jacqueline Friesner and how can they be settled?

The filing notes that she directly holds 9,098 Restaurant Brands International Limited Partnership exchangeable units. Each unit is convertible, at her election, into QSR common shares or a cash amount determined by a formula based on the weighted average trading price of QSR common shares over 20 trading days, at the discretion of the partnership’s general partner, and this conversion right has no expiration date.