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Restaurant Brands: Santelmo acquires dividend rights

The reported amounts include dividend equivalent rights tied to awards with distinct vesting schedules and performance periods.

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Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International Inc. reported seven direct acquisitions by Thiago T. Santelmo, President, International, on October 2, 2026: dividend equivalent rights of 20.7338, 28.7341, 52.6078 and 151.0246 units tied to restricted share units, plus 290.3382, 392.1786 and 454.7236 tied to performance-based restricted share units. The underlying restricted units vest in annual installments through December 15, 2029; performance awards may vary with results and, if earned, vest March 15, 2027, March 15, 2028 and March 15, 2029.

He also held fully vested, exercisable options covering 10,000 common shares at $58.44 (expiring February 22, 2028), 30,000 at $64.75 (February 21, 2029) and 7,500 at $66.31 (February 20, 2030), plus 205 exchangeable units. Those units are convertible into common shares or cash at the general partner’s discretion, subject in certain circumstances to conflicts committee consent.

Insider SANTELMO THIAGO T
Role President, International
Type Security Shares Price Value
Grant/Award Restricted Share Units F3, F4, F5 20.7338 $0.00 $0.00
Grant/Award Restricted Share Units F3, F4, F6 28.7341 $0.00 $0.00
Grant/Award Performance Share Units F7, F8 290.3382 $0.00 $0.00
Grant/Award Restricted Share Units F3, F4, F9 52.6078 $0.00 $0.00
Grant/Award Performance Share Units F10, F8 392.1786 $0.00 $0.00
Grant/Award Restricted Share Units F3, F4, F11 151.0246 $0.00 $0.00
Grant/Award Performance Share Units F12, F8 454.7236 $0.00 $0.00
holding Exchangeable Units F1 -- -- --
holding Option (Right to Buy) F2 -- -- --
holding Option (Right to Buy) F2 -- -- --
holding Option (Right to Buy) F2 -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 27,416.5957 contracts (Direct); Performance Share Units — 123,189.3748 contracts (Direct); Exchangeable Units — 205 contracts (Direct); Option (Right to Buy) — 47,500 contracts (Direct); Common Shares — 78,667.731 shares (Direct)
Footnotes (12)
  1. F1. 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 Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
  2. F2. These options are fully vested and exercisable.
  3. F3. Each restricted share unit represents a contingent right to receive one common share.
  4. F4. 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.
  5. F5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
  6. F6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
  7. F7. 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.
  8. F8. 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. F9. 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.
  10. F10. 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.
  11. F11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
  12. F12. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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.
Restricted share unit dividend equivalent rights 20.7338 units Reported October 2, 2026
Restricted share unit dividend equivalent rights 28.7341 units Reported October 2, 2026
Restricted share unit dividend equivalent rights 52.6078 units Reported October 2, 2026
Restricted share unit dividend equivalent rights 151.0246 units Reported October 2, 2026
Performance share unit dividend equivalent rights 290.3382 units Reported October 2, 2026; associated with 2024 PBRSUs
Performance share unit dividend equivalent rights 392.1786 units Reported October 2, 2026; associated with 2025 PBRSUs
Performance share unit dividend equivalent rights 454.7236 units Reported October 2, 2026; associated with 2026 PBRSUs
dividend equivalent rights financial
"Represents dividend equivalent rights that accrued on the underlying award"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
performance period financial
"will have a performance period beginning February 23, 2024"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
performance condition financial
"based on the results of the performance condition"
weighted average trading price financial
"determined by reference to the weighted average trading price"
exchangeable unit financial
"Each Restaurant Brands International Limited Partnership exchangeable unit is convertible"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When do QSR's performance-based awards vest?

The underlying 2024 PBRSUs, if earned, vest March 15, 2027; the 2025 PBRSUs, if earned, vest March 15, 2028; and the 2026 PBRSUs, if earned, vest March 15, 2029. Their performance periods end February 23, 2027, February 28, 2028, and February 25, 2029, respectively, and the number of shares earned may increase or decrease based on performance.

How do Thiago T. Santelmo's QSR exchangeable units convert?

The 205 exchangeable units are convertible, at Thiago T. Santelmo’s election, into Restaurant Brands International Inc. common shares or a prescribed cash amount determined by reference to the common share’s weighted average trading price for the 20 consecutive trading days ending on the last business day before exchange. The partnership’s general partner has sole discretion over the cash alternative, subject to conflicts committee consent in certain circumstances; the right has no expiration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 FLORIDA 33126

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, International
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares78,667.731D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Exchangeable Units(1)(1) (1) (1)Common Shares205205D
Option (Right to Buy)$58.44 (2)02/22/2028Common Shares10,00010,000D
Option (Right to Buy)$64.75 (2)02/21/2029Common Shares30,00030,000D
Option (Right to Buy)$66.31 (2)02/20/2030Common Shares7,5007,500D
Restricted Share Units(3)10/02/2026A20.7338(4) (5) (5)Common Shares20.7338$02,245.9491D
Restricted Share Units(3)10/02/2026A28.7341(4) (6) (6)Common Shares28.7341$03,112.5645D
Performance Share Units(7)10/02/2026A290.3382(8)03/15/202703/15/2027Common Shares290.3382$031,450.3293D
Restricted Share Units(3)10/02/2026A52.6078(4) (9) (9)Common Shares52.6078$05,698.6347D
Performance Share Units(10)10/02/2026A392.1786(8)03/15/202803/15/2028Common Shares392.1786$042,481.9902D
Restricted Share Units(3)10/02/2026A151.0246(4) (11) (11)Common Shares151.0246$016,359.4474D
Performance Share Units(12)10/02/2026A454.7236(8)03/15/202903/15/2029Common Shares454.7236$049,257.0553D
Explanation of Responses:
1. 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 Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
2. These options are fully vested and exercisable.
3. Each restricted share unit represents a contingent right to receive one common share.
4. 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.
5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
7. 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.
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 vestings will occur on December 15, 2026, December 15, 2027 and December 15, 2028.
10. 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.
11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
12. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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. Santelmo10/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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