[Form 4] Restaurant Brands International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) Form 4 shows insider activity by Jeffrey Housman, the company's Chief People & Services Officer. The filing reports a disposition of 144,929.0864 common shares on 10/07/2025 and multiple equity awards acquired the same day: vested options exercisable at $55.55, $58.44, and $66.31; restricted share units (RSUs) and dividend equivalents; and performance-based restricted share units (PBRSUs/PSUs) with vesting/measurement periods ending between 02/22/2026 and 02/28/2028.

The filing lists post-transaction beneficial ownership counts for the derivative and equity awards (for example, 24,250.9072, 28,169.9248, and 33,887.8822 common-share equivalents tied to performance awards). Several RSU tranches have remaining vesting dates in 2025–2028. The document is signed by an attorney-in-fact on 10/09/2025.

Positive

• Performance-based awards granted with measurement periods through 2028, aligning pay with multi-year performance
• Options are fully vested and exercisable at specified strike prices ($55.55, $58.44, $66.31) providing retention value
• Dividend equivalents are being accrued on RSUs and PSUs, preserving shareholder-like economics until settlement

Negative

• Large share disposition of 144,929.0864 common shares on 10/07/2025 which reduces insider ownership
• Significant future dilution potential from multiple PSUs/PBRSUs converting to over 24,250.9072, 28,169.9248, and 33,887.8822 common-share equivalents if earned

Insights

Corporate Governance Analyst

TL;DR: Insider sold a large block of shares while receiving multi-year incentive awards tied to future performance.

The transaction shows a disposition of 144,929.0864 common shares alongside grant/settlement of RSUs and performance awards that vest through 2028. The mix of immediate dispositions and long-dated, performance-based awards indicates compensation design that combines current liquidity for the officer with multi-year alignment to company performance.

Key dependencies include the performance vesting periods ending on 02/22/2026, 03/15/2027, and 03/15/2028; final share counts for PBRSUs/PSUs will adjust with performance results and dividend equivalents. Investors should note timing of those performance measurement end dates when assessing executive alignment within the next 2026–2028 window.

Equity Compensation Specialist

TL;DR: Several vested options and RSU dividend equivalents were recorded; options are fully exercisable.

The filing discloses fully vested options with exercise prices of $55.55, $58.44, and $66.31, plus multiple RSU/PSU awards and accrued dividend equivalents reported as share amounts. The presence of dividend equivalent accruals is explicitly noted for both restricted and performance awards.

Operationally, the RSU tranches have staggered remaining vesting dates (notably in 12/2025 and other annual installments), while performance awards convert to shares only if performance targets are met at each award's end date; the earnings/metric outcomes at those milestones will determine final dilution and executive holdings through 2028.

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)
10/07/2025

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								144,929.0864	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(1)	(1)							(1)	(1)	Common Shares	431		431	D
Option (Right to Buy)	$55.55							(2)	02/24/2027	Common Shares	20,000		20,000	D
Option (Right to Buy)	$58.44							(2)	02/23/2028	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(2)	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(3)	10/07/2025		A		30.1218(4)		(5)	(5)	Common Shares	30.1218	$0	3,376.5515	D
Restricted Share Units	(3)	10/07/2025		A		45.6227(4)		(6)	(6)	Common Shares	45.6227	$0	5,114.1593	D
Performance Share Units	(7)	10/07/2025		A		216.339(8)		02/22/2026	02/22/2026	Common Shares	216.339	$0	24,250.9072	D
Restricted Share Units	(3)	10/07/2025		A		70.5728(4)		(9)	(9)	Common Shares	70.5728	$0	7,910.9796	D
Performance Share Units	(10)	10/07/2025		A		251.3(8)		03/15/2027	03/15/2027	Common Shares	251.3	$0	28,169.9248	D
Restricted Share Units	(3)	10/07/2025		A		66.7867(4)		(11)	(11)	Common Shares	66.7867	$0	7,486.571	D
Performance Share Units	(12)	10/07/2025		A		302.3092(8)		03/15/2028	03/15/2028	Common Shares	302.3092	$0	33,887.8822	D

Explanation of Responses:

1. 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.

2. These options are fully vested and exercisable.

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

4. 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.

5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.

7. 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.

8. 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.

9. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.

10. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.

12. 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/ Deul Lim, as Attorney-in-Fact for Jeffrey Housman	10/09/2025
	** 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.
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FAQ

What did QSR insider Jeffrey Housman sell on 10/07/2025?

The filing reports a disposition of 144,929.0864 common shares on 10/07/2025.

What equity awards did the QSR insider receive on 10/07/2025?

Reported acquisitions include restricted share units, performance share units/PBRSUs/PSUs, and previously granted options (listed as exercisable at $55.55, $58.44, and $66.31).

When do the performance awards for QSR vest or settle?

Performance award measurement/vesting dates end on 02/22/2026, 03/15/2027, and 03/15/2028, with settlement contingent on performance.

Does the filing show vested options for the insider?

Yes. The filing states the options at $55.55, $58.44, and $66.31 are fully vested and exercisable.

Who filed the Form 4 for QSR and when was it signed?

The Form 4 is filed for Jeffrey Housman (Chief People & Services Officer) and is signed by an attorney-in-fact on 10/09/2025.