Restaurant Brands (QSR) discloses officer share sales and equity awards

Rhea-AI Filing Summary

Restaurant Brands International Chief Corporate Officer Duncan Fulton reported insider share transactions dated December 15, 2025. Several batches of restricted share units vested, resulting in acquisitions of 2,434.3095, 2,550.8236 and 1,610.4743 common shares at an exercise price of $0. On the same date, he sold 1,303.0859, 1,365.4558 and 862.0869 common shares at $70.8932 per share, and the company notes these sales were made to cover withholding tax obligations on the RSU settlements. After these transactions, he directly owned 39,280.1374 common shares.

He also holds stock options to buy 60,000 common shares at an exercise price of $63.64 and 15,000 common shares at $66.31, both fully vested with expirations in 2028 and 2030. In addition, he beneficially owns various restricted share units and performance-based restricted share units that vest in annual installments or based on performance results, with remaining vesting or settlement dates running from late 2025 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

OMB APPROVAL

OMB Number:			3235-0287
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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.

130 KING STREET WEST; SUITE 300

(Street)

TORONTO A6 M5X 1E1

(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)
12/15/2025

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	12/15/2025		M		2,434.3095	A	$0	38,649.4681	D
Common Shares	12/15/2025		S(1)		1,303.0859	D	$70.8932(2)	37,346.3822	D
Common Shares	12/15/2025		M		2,550.8236	A	$0	39,897.2058	D
Common Shares	12/15/2025		S(1)		1,365.4558	D	$70.8932(2)	38,531.75	D
Common Shares	12/15/2025		M		1,610.4743	A	$0	40,142.2243	D
Common Shares	12/15/2025		S(1)		862.0869	D	$70.8932(2)	39,280.1374	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(3)							(4)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(5)							(4)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(6)							(7)	(7)	Common Shares	3,194.0152		3,194.0152	D
Restricted Share Units	(6)	12/15/2025		M			2,434.3095	(8)	(8)	Common Shares	2,434.3095	$0	2,434.3095	D
Performance Share Units	(9)							02/22/2026	02/22/2026	Common Shares	23,849.0026		23,849.0026	D
Restricted Share Units	(6)	12/15/2025		M			2,550.8236	(10)	(10)	Common Shares	2,550.8236	$0	5,101.6471	D
Performance Share Units	(11)							03/15/2027	03/15/2027	Common Shares	21,061.8168		21,061.8168	D
Restricted Share Units	(6)	12/15/2025		M			1,610.4743	(12)	(12)	Common Shares	1,610.4743	$0	4,832.4506	D
Performance Share Units	(13)							03/15/2028	03/15/2028	Common Shares	23,646.3258		23,646.3258	D

Explanation of Responses:

1. Represents shares sold to cover withholding tax obligations on the settlement of the reporting vesting of the Reporting Person's restricted share units.

2. The reported shares were sold in Canadian dollars at a price of CAD$97.6222 per share. The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.

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

4. These options are fully vested and exercisable.

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

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

7. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

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

9. 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.

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

11. 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.

12. 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.

13. 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	12/17/2025
	** Signature of Reporting Person	Date
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.
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FAQ

What insider share transactions did QSR's Chief Corporate Officer report?

Duncan Fulton reported multiple RSU-related transactions on December 15, 2025. RSUs vested into 2,434.3095, 2,550.8236 and 1,610.4743 common shares at $0, followed by sales of 1,303.0859, 1,365.4558 and 862.0869 shares at $70.8932 per share.

How many Restaurant Brands (QSR) shares does Duncan Fulton own after these transactions?

After the reported transactions on December 15, 2025, Duncan Fulton directly beneficially owned 39,280.1374 Restaurant Brands International common shares.

Why were some Restaurant Brands (QSR) shares sold in this insider filing?

The filing states that the reported share sales represent shares sold to cover withholding tax obligations arising from the settlement of vested restricted share units.

At what price were the Restaurant Brands (QSR) shares sold in the insider transaction?

The common shares were sold at a U.S. dollar price of $70.8932 per share, based on a sale in Canadian dollars converted using the Bank of Canada daily exchange rate on the sale date.

What stock options does the reporting person hold in Restaurant Brands International (QSR)?

He holds options to buy 60,000 common shares at an exercise price of $63.64 and 15,000 common shares at $66.31. These options are fully vested and exercisable, with expirations in 2028 and 2030.

What restricted and performance share units are outstanding for the Restaurant Brands (QSR) officer?

He holds restricted share units, each representing a contingent right to one common share, with remaining vesting dates including December 31, 2025, December 15, 2026, December 15, 2027 and December 15, 2028. He also holds performance-based RSUs with performance periods running from 2023 to 2025, 2024 to 2027, and 2025 to 2028, which, if earned, are scheduled to vest in February 2026 and March 2027 and March 2028.