Restaurant Brands (NYSE: QSR) Executive Chairman updates equity awards and holdings

Rhea-AI Filing Summary

Restaurant Brands International Executive Chairman J. Patrick Doyle reported new equity awards and updated his share holdings. On January 6, 2026, he received 2,052.1385 restricted share units, each representing a contingent right to one common share, and 7,695.5195 performance-based restricted share units that can be earned at 50% to 200% of target based on share-price performance through May 21, 2028.

Following these awards, Doyle directly holds 193,855.0238 common shares, 2,000,000 options to buy common shares expiring in 2032, and derivative positions including 222,954.9217 restricted share units and 836,080.9563 performance share units500,000 common shares are held by Lodgepole 231 LLC, where he serves as investment manager with sole voting and dispositive power but disclaims beneficial ownership beyond his economic interest.

01/08/2026 - 04:31 PM

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^*

DOYLE J PATRICK

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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								193,855.0238	D
Common Shares								500,000	I	By LLC(1)

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)	$66.74							11/21/2027	11/20/2032	Common Shares	2,000,000		2,000,000	D
Restricted Share Units	(2)	01/06/2026		A		2,052.1385(3)		(4)	(4)	Common Shares	2,052.1385	$0	222,954.9217	D
Performance Share Units	(5)	01/06/2026		A		7,695.5195(6)		(5)	(5)	Common Shares	7,695.5195	$0	836,080.9563	D

Explanation of Responses:

1. These shares are held by Lodgepole 231 LLC, a Delaware limited liability company ("L231LLC"). The Reporting Person is a member of L231LLC and the Investment Manager with the sole voting and dispositive power over all of the assets of L231LLC, including the shares. The Reporting Person disclaims beneficial ownership of the securities held by L231LLC except to the extent of his pecuniary interest therein.

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

3. 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.

4. These restricted share units vest in equal annual installments. The remaining vestings will occur on November 21, 2026 and November 21, 2027.

5. The performance based restricted share units ("PBRSUs") will have a performance period beginning November 21, 2022 and ending May 21, 2028 and may be earned from 50% for the threshold performance to 200% for maximum performance, based on meeting performance targets tied to the appreciation of the price of RBI common shares.

6. 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.

Remarks:

	/s/ Jill Granat, as Attorney-in-Fact for J. Patrick Doyle	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did QSR Executive Chairman J. Patrick Doyle report?

J. Patrick Doyle reported new equity awards and updated holdings. On January 6, 2026, he received 2,052.1385 restricted share units and 7,695.5195 performance-based restricted share units, both with a price of $0 per unit.

How many restricted share units does J. Patrick Doyle hold at Restaurant Brands International (QSR)?

After the reported transaction, Doyle beneficially owns 222,954.9217 restricted share units, each representing a contingent right to receive one common share. These units vest in equal annual installments, with remaining vesting dates on November 21, 2026 and November 21, 2027.

What are the terms of the performance-based share units granted to J. Patrick Doyle at QSR?

The performance-based restricted share units (PBRSUs) granted on January 6, 2026 total 7,695.5195 units. They have a performance period from November 21, 2022 to May 21, 2028 and may be earned from 50% of target at threshold performance up to 200% at maximum performance, based on appreciation in Restaurant Brands International common share price.

How many options to buy QSR common shares does J. Patrick Doyle hold?

Doyle holds 2,000,000 options (right to buy) QSR common shares with an exercise price of $66.74 per share. These options are exercisable starting November 21, 2027 and expire on November 20, 2032.

What direct and indirect common share holdings does J. Patrick Doyle have in Restaurant Brands International?

Directly, Doyle holds 193,855.0238 common shares. Indirectly, 500,000 common shares are held by Lodgepole 231 LLC, a Delaware LLC where he is the investment manager with sole voting and dispositive power, while he disclaims beneficial ownership except for his pecuniary interest.

How do dividend equivalent rights affect Doyle’s QSR equity awards?

Some of the reported restricted share units and performance share units include dividend equivalent rights, which accrue when dividends are paid on the underlying common shares. These rights vest proportionately with, and settle on the same terms as, the related restricted share units or performance-based restricted share units.