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Restaurant Brands (QSR) officer logs share sale and new equity awards on Form 4

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International Inc. executive Jeffrey Housman, Chief People & Services Officer, reported routine equity compensation and related share activity. On January 6, 2026, he acquired 31.3674 common shares at $0, representing shares settled from dividend equivalent rights on previously vested restricted share units. On January 7, 2026, he sold 1,483.4363 common shares at $67.44 per share to cover withholding tax obligations tied to prior restricted share unit vesting. Following these transactions, he directly held 148,086.0766 common shares, along with various restricted share units, performance share units, options, and exchangeable units that each relate to future or contingent rights to receive common shares.

Positive

  • None.

Negative

  • None.
Insider Housman Jeffrey
Role See Remarks
Sold 1,483.436 shs ($100K)
Type Security Shares Price Value
Sale Common Shares 1,483.436 $67.44 $100K
Grant/Award Restricted Share Units 23.75 $0.00 --
Grant/Award Performance Share Units 225.286 $0.00 --
Grant/Award Restricted Share Units 48.991 $0.00 --
Grant/Award Performance Share Units 261.692 $0.00 --
Grant/Award Restricted Share Units 52.157 $0.00 --
Grant/Award Performance Share Units 314.811 $0.00 --
Grant/Award Common Shares 31.367 $0.00 --
holding Exchangeable Units -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
Holdings After Transaction: Common Shares — 148,086.077 shares (Direct); Restricted Share Units — 2,580.282 shares (Direct); Performance Share Units — 24,476.193 shares (Direct); Exchangeable Units — 431 shares (Direct); Option (Right to Buy) — 20,000 shares (Direct)
Footnotes (1)
  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. Represents shares sold to cover withholding tax obligations on the settlement of the previously reported vesting of the Reporting Person's restricted share units. 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. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. 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. 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning 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.
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
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*
Housman Jeffrey

(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 31.3674(1) A $0 149,569.5129 D
Common Shares 01/07/2026 S 1,483.4363(2) D $67.44 148,086.0766 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 431 431 D
Option (Right to Buy) $55.55 (4) 02/24/2027 Common Shares 20,000 20,000 D
Option (Right to Buy) $58.44 (4) 02/23/2028 Common Shares 30,000 30,000 D
Option (Right to Buy) $66.31 (4) 02/21/2030 Common Shares 20,000 20,000 D
Restricted Share Units (5) 01/06/2026 A 23.7496(6) (7) (7) Common Shares 23.7496 $0 2,580.2816 D
Performance Share Units (8) 01/06/2026 A 225.2856(9) 02/22/2026 02/22/2026 Common Shares 225.2856 $0 24,476.1929 D
Restricted Share Units (5) 01/06/2026 A 48.9909(6) (10) (10) Common Shares 48.9909 $0 5,322.6234 D
Performance Share Units (11) 01/06/2026 A 261.6924(9) 03/15/2027 03/15/2027 Common Shares 261.6924 $0 28,431.6173 D
Restricted Share Units (5) 01/06/2026 A 52.1567(6) (12) (12) Common Shares 52.1567 $0 5,666.5711 D
Performance Share Units (13) 01/06/2026 A 314.811(9) 03/15/2028 03/15/2028 Common Shares 314.811 $0 34,202.6933 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. These options are fully vested and exercisable.
5. Each restricted share unit represents a contingent right to receive one common share.
6. 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.
7. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
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. 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.
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 will have a performance period beginning 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:
Chief People & Services Officer
/s/ Jill Granat, as Attorney-in-Fact for Jeffrey Housman 01/08/2026
** 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.
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.

FAQ

What insider activity did QSR executive Jeffrey Housman report on this Form 4?

Jeffrey Housman, Chief People & Services Officer of Restaurant Brands International Inc. (QSR), reported acquiring 31.3674 common shares on January 6, 2026 from dividend equivalent rights and selling 1,483.4363 common shares on January 7, 2026 at $67.44 per share to cover tax withholding tied to restricted share unit vesting.

How many Restaurant Brands International (QSR) shares does Jeffrey Housman hold after these transactions?

After the reported transactions, Jeffrey Housman directly beneficially owned 148,086.0766 common shares of Restaurant Brands International Inc.

Why did Jeffrey Housman sell 1,483.4363 QSR shares on January 7, 2026?

The footnotes state that the 1,483.4363 common shares sold on January 7, 2026 at $67.44 per share represent shares sold to cover withholding tax obligations on the settlement of previously reported restricted share unit vesting.

What derivative awards for QSR stock does Jeffrey Housman report holding?

He reports multiple derivative holdings, including fully vested options to buy 20,000, 30,000, and 20,000 common shares at exercise prices of $55.55, $58.44, and $66.31, respectively, as well as restricted share units and performance share units that each represent contingent rights to receive common shares.

What are the dividend equivalent rights mentioned in the QSR Form 4 footnotes?

The footnotes explain that certain additional shares and units represent dividend equivalent rights that accrue when dividends are paid on common shares underlying restricted share units or performance-based restricted share units. These rights vest, settle, and expire on the same terms as the underlying awards.

What is the role of exchangeable units in Jeffrey Housman’s QSR equity holdings?

The filing notes that 431 exchangeable units of Restaurant Brands International Limited Partnership are convertible, at Housman’s election, into common shares of Restaurant Brands International Inc. or into a cash amount determined by reference to the weighted average trading price of the common shares. This conversion right has no expiration date.

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Restaurants
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United States
MIAMI