QSR (QSR) Burger King US & Canada chief sells shares for tax withholding

Rhea-AI Filing Summary

Restaurant Brands International Inc. executive Thomas Benjamin Curtis, President of Burger King US & Canada, reported several equity compensation transactions in common shares and units. On February 23, 2026 he executed an open‑market sale of 15,410.211 common shares at $67.51 per share, specifically to cover withholding tax obligations tied to recently vested performance-based restricted share units.

On February 22, 2026, performance share units representing 48,952.3857 shares were exercised or converted, delivering 39,161.9086 common shares at no exercise price and reducing that performance-unit position to zero. Following these transactions, he directly held 100,161.2029 common shares, alongside multiple outstanding restricted share unit and performance share unit awards with future vesting and performance periods as described in the footnotes.

Insider Trade Summary

Net Seller: 15,410.211 shares ($1,040,343)

Net Sell 8 txns

Insider CURTIS THOMAS BENJAMIN

Role Pres., BK US & CA

Sold 15,410.211 shs ($1.04M)

Type	Security	Shares	Price	Value
Sale	Common Shares	15,410.211	$67.51	$1.04M
Exercise	Performance Share Units	48,952.386	$0.00	--
Exercise	Common Shares	39,161.909	$0.00	--
holding	Restricted Share Units	--	--	--
holding	Restricted Share Units	--	--	--
holding	Performance Share Units	--	--	--
holding	Restricted Share Units	--	--	--
holding	Performance Share Units	--	--	--

Holdings After Transaction: Common Shares — 100,161.203 shares (Direct); Performance Share Units — 0 shares (Direct); Restricted Share Units — 2,510.634 shares (Direct)

Footnotes (1)

1. The 2023 PBRSUs vested at 80% of the target based on the results of the performance condition. Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based restricted share units. Each restricted share unit represents a contingent right to receive one common share. 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 had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

CURTIS THOMAS BENJAMIN

(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)
	Pres., BK US & CA

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		M		39,161.9086(1)	A	$0	115,571.4139	D
Common Shares	02/23/2026		S		15,410.211(2)	D	$67.51	100,161.2029	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
Restricted Share Units	(3)							(4)	(4)	Common Shares	2,510.6339		2,510.6339	D
Performance Share Units	(5)	02/22/2026		M			48,952.3857	02/22/2026	02/22/2026	Common Shares	48,952.3857	$0	0	D
Restricted Share Units	(3)							(6)	(6)	Common Shares	7,780.8673		7,780.8673	D
Performance Share Units	(7)							03/15/2027	03/15/2027	Common Shares	63,971.1388		63,971.1388	D
Restricted Share Units	(3)							(8)	(8)	Common Shares	7,298.9253		7,298.9253	D
Performance Share Units	(9)							03/15/2028	03/15/2028	Common Shares	63,633.81		63,633.81	D

Explanation of Responses:

1. The 2023 PBRSUs vested at 80% of the target based on the results of the performance condition.

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

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

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

5. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target.

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

7. 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.

8. 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.

9. 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:

	/s/ David Wallace, as Attorney-in-Fact for Thomas Benjamin Curtis	02/24/2026
	** 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 QSR executive Thomas Benjamin Curtis report in this Form 4?

Thomas Benjamin Curtis reported equity compensation activity including a sale of common shares and the exercise and vesting of performance-based and restricted share units, updating his direct ownership in Restaurant Brands International common shares and related stock-based awards.

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

He sold 15,410.211 Restaurant Brands International common shares at $67.51 per share. According to the footnotes, this sale was made to cover withholding tax obligations arising from the settlement of vested performance-based restricted share units.

Were the QSR share sales by Curtis open-market transactions?

Yes, the filing classifies the 15,410.211-share transaction as an open-market or private sale. A footnote specifies the shares were sold to satisfy withholding tax obligations linked to the vesting of performance-based restricted share units, rather than a discretionary liquidation.

What equity awards did Curtis exercise or convert at Restaurant Brands International (QSR)?

He exercised performance share units covering 48,952.3857 shares, which converted into 39,161.9086 common shares at a zero exercise price. These units were part of performance-based restricted share unit awards with vesting contingent on achieving specified performance conditions over multi-year periods.

How many QSR common shares does Curtis own after these transactions?

After the reported transactions, Curtis directly owns 100,161.2029 Restaurant Brands International common shares. He also holds various restricted share unit and performance share unit awards that remain outstanding and are scheduled to vest or be earned over future dates, subject to conditions.

What do the performance-based restricted share units (PBRSUs) for QSR involve?

The PBRSUs represent rights to receive common shares if performance targets are met over defined periods. The 2023 PBRSUs vested at 80% of target, while 2024 and 2025 PBRSUs will be earned and vest in 2027 and 2028, with outcomes tied to performance results.