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RBI (QSR) CFO sells 80K shares after exercising stock options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International Chief Financial Officer Sami A. Siddiqui exercised employee stock options and sold the resulting shares. On March 16–17, he exercised options for a total of 80,000 common shares at an exercise price of $55.55 per share and then sold 80,000 shares in open-market transactions at weighted average prices of $74.5095 and $75.2825 per share. Following these trades, he holds 12,139.257 common shares directly and 258,855 common shares indirectly through a revocable trust for which he is settlor and trustee. He also retains equity awards including options on 20,000 shares at an exercise price of $66.31 and multiple restricted and performance share unit grants that may convert into common shares over vesting and performance periods extending through 2029–2030.

Positive

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Negative

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Insights

CFO executes routine option exercise-and-sell, retains large equity stake.

CFO Sami A. Siddiqui exercised options for 80,000 Restaurant Brands International common shares at an exercise price of $55.55, then sold the same number of shares at weighted average prices of $74.5095 and $75.2825. This is a classic exercise-and-sell pattern converting options into cash.

After these trades, he still holds 12,139.257 common shares directly and 258,855 common shares indirectly via a revocable trust where he is settlor and trustee. He also maintains significant exposure through options on 20,000 shares at $66.31 and several restricted and performance share unit awards scheduled to vest or be measured through 2029 and 2030.

The filing’s transaction summary shows net open‑market sales of 80,000 shares and 80,000 option shares exercised, indicating a targeted liquidity event rather than a full exit. There is no reference to a Rule 10b5‑1 trading plan in the provided footnotes, so the timing appears discretionary based on the available information.

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*
Siddiqui Sami A.

(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT 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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026
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 03/16/2026 M 40,000 A $55.55 75,766.257 D
Common Shares 03/16/2026 S 40,000 D $74.5095(1) 35,766.257 D
Common Shares 03/17/2026 M 40,000 A $55.55 75,766.257 D
Common Shares 03/17/2026 S 40,000 D $75.2825(2) 12,139.257 D
Common Shares 258,855 I By Trust(3)
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) $55.55 03/16/2026 M 40,000 (4) 02/23/2027 Common Shares 40,000 $0 40,000 D
Option (Right to Buy) $55.55 03/17/2026 M 40,000 (4) 02/23/2027 Common Shares 40,000 $0 0 D
Option (Right to Buy) $66.31 (4) 02/20/2030 Common Shares 20,000 20,000 D
Restricted Share Units (5) (6) (6) Common Shares 2,459.78 2,459.78 D
Restricted Share Units (5) (7) (7) Common Shares 7,469.0326 7,469.0326 D
Performance Share Units (8) 03/15/2027 03/15/2027 Common Shares 49,755.3302 49,755.3302 D
Restricted Share Units (5) (9) (9) Common Shares 7,809.1656 7,809.1656 D
Performance Share Units (10) 03/15/2028 03/15/2028 Common Shares 71,587.1289 71,587.1289 D
Performance Share Units (11) 05/21/2030 05/21/2030 Common Shares 75,541.5927 75,541.5927 D
Restricted Share Units (5) (12) (12) Common Shares 14,411 14,411 D
Performance Share Units (13) 03/15/2029 03/15/2029 Common Shares 58,131 58,131 D
Explanation of Responses:
1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $74.35 to $74.69 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $75.10 to $75.465 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
3. Reflects contribution of 23,627 shares from direct holdings to the revocable trust since the last report. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.
4. These options are fully vested and exercisable.
5. Each restricted share unit represents a contingent right to receive one common share.
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 ("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.
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 ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 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.
11. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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 vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
13. The shares reported represent an award of performance based restricted shares 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 Sami A. Siddiqui 03/17/2026
** 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 did Restaurant Brands International (QSR) CFO trade in this Form 4?

The CFO exercised options for 80,000 Restaurant Brands International common shares at $55.55 and sold 80,000 shares in open‑market transactions. The sales occurred over March 16–17 at weighted average prices of $74.5095 and $75.2825 per share.

How many Restaurant Brands International (QSR) shares did the CFO sell?

He sold 80,000 Restaurant Brands International common shares. The transactions were open‑market sales on March 16 and 17 at weighted average prices of $74.5095 and $75.2825 per share, following exercises of employee stock options for the same number of shares.

What are the CFO’s remaining Restaurant Brands International (QSR) share holdings?

After the reported trades, the CFO holds 12,139.257 Restaurant Brands International common shares directly and 258,855 common shares indirectly through a revocable trust. He also retains equity awards, including options and restricted and performance share units that may convert into additional shares over time.

At what prices did the Restaurant Brands International (QSR) CFO exercise his options?

He exercised employee stock options at an exercise price of $55.55 per Restaurant Brands International common share. These exercises covered a total of 80,000 shares, which were then sold in the market at higher weighted average prices on March 16 and 17.

Does the Restaurant Brands International (QSR) CFO still hold unexercised options or share units?

Yes. He retains options on 20,000 Restaurant Brands International common shares at an exercise price of $66.31 and multiple restricted and performance share unit awards. These awards have vesting and performance periods that extend through 2029 and 2030, potentially adding to his future share ownership.

How are the CFO’s indirect Restaurant Brands International (QSR) holdings structured?

His indirect holdings consist of 258,855 Restaurant Brands International common shares held by a revocable trust. According to the disclosure, he is the settlor and trustee of this trust, which is maintained for his benefit, giving him an indirect economic interest in those shares.
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