Restaurant Brands (NYSE: QSR) exec receives stock awards

Rhea-AI Filing Summary

Restaurant Brands International Inc. reported that Thiago T. Santelmo, President, International, acquired new equity incentives. On February 25, 2026, he received 15,553 restricted share units, 47,958 performance share units, and 4,493 common shares at a purchase price of $68.81 per share.

The common shares were purchased under the company’s 2025 Bonus Swap Program, where he used 50% of his 2025 net bonus to buy shares. Footnotes describe matching 2026 restricted share units and multiple performance-based RSU awards that vest over future years, subject to performance and continued service conditions.

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^*

SANTELMO THIAGO T

(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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		4,493(1)	A	$68.81(2)	78,559.731	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	205		205	D
Option (Right to Buy)	$55.55							(4)	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							(4)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(4)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,186.7167		2,186.7167	D
Restricted Share Units	(5)							(7)	(7)	Common Shares	3,030.4769		3,030.4769	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	30,620.8904		30,620.8904	D
Restricted Share Units	(5)							(9)	(9)	Common Shares	5,548.3447		5,548.3447	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	41,361.6136		41,361.6136	D
Restricted Share Units	(5)	02/25/2026		A		15,553(11)		(12)	(12)	Common Shares	15,553	$0	15,553	D
Performance Share Units	(13)	02/25/2026		A		47,958		03/15/2029	03/15/2029	Common Shares	47,958	$0	47,958	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").

2. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.

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 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 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. 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 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. The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $68.81 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2026 RSUs that have not yet vested.

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 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. Santelmo	02/27/2026
	** 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).
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FAQ

What insider transactions did QSR executive Thiago Santelmo report on this Form 4?

Thiago T. Santelmo reported equity awards and share acquisitions. He received restricted share units, performance share units, and purchased common shares using a portion of his 2025 bonus, increasing his direct holdings and aligning compensation more closely with Restaurant Brands International’s future share performance and long-term results.

How many Restaurant Brands (QSR) common shares did the executive acquire and at what price?

He acquired 4,493 common shares at $68.81 per share. These shares were purchased through the 2025 Bonus Swap Program, where he elected to use 50% of his 2025 net bonus, converting cash compensation into equity to increase ownership in the company.

What restricted and performance share units were granted to the QSR international president?

He received 15,553 restricted share units and 47,958 performance share units. The restricted units generally convert into one common share each upon vesting, while the performance share units vest only if multi‑year performance goals are achieved, tying a significant portion of compensation to company results.

What is Restaurant Brands International’s 2025 Bonus Swap Program mentioned in this Form 4?

The 2025 Bonus Swap Program allows executives to use part of their net bonus to buy common shares. Participants also receive matching 2026 restricted share units calculated from their gross bonus, a position-based multiplier, and the $68.81 share price, linking annual bonuses more directly to long-term equity value.

How do the performance-based RSUs for the QSR executive vest over time?

The performance-based RSUs have defined multi‑year performance periods and vesting dates. Awards such as the 2024, 2025, and 2026 PBRSUs vest on specific March dates in 2027, 2028, and 2029, respectively, and the final number of shares earned depends on meeting stated performance conditions.