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Restaurant Brands (QSR) 3G-linked holder settles forward sale of 17.6M shares

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

Rhea-AI Filing Summary

3G-affiliated entities reported the settlement of a large forward sale of Restaurant Brands International Inc. (QSR) shares. On December 3, 2025, HL1 17 LP completed a previously announced forward sale contract with BofA Securities, Inc., which obligated HL1 to deliver up to 17,626,570 common shares in exchange for cash.

The cash payment was based on a price per share of $68.72, adjusted daily by an overnight bank funding rate minus a negotiated spread for the period the contract was outstanding. Following the reported transaction, the filing shows 0 common shares beneficially owned by the reporting persons, with the position reported as indirectly held prior to settlement and all reporting persons disclaiming beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • Large pre-arranged disposition of QSR shares completed: HL1 17 LP settled a forward sale contract covering up to 17,626,570 common shares, resulting in a reported beneficial ownership balance of 0 shares.

Insights

3G-linked entities settled a sizable forward sale for 17.6M QSR shares, eliminating their reported beneficial position.

The report describes HL1 17 LP, whose general partner is 3G Restaurant Brands Holdings General Partner Ltd., settling a forward sale contract on December 3, 2025. The contract covered up to 17,626,570 Restaurant Brands International common shares, which HL1 was obligated to deliver to BofA Securities, Inc. as the unaffiliated buyer. The cash consideration is tied to a base price of $68.72 per share, adjusted by an overnight bank funding rate minus a negotiated spread for each day the contract was in effect.

Form 4 data show 17,626,570 common shares treated as a disposition and an ending balance of 0 shares beneficially owned, with ownership previously reported as indirect. The explanatory notes emphasize that 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power over HL1’s holdings but disclaims beneficial ownership except to the extent of any pecuniary interest. This filing therefore documents completion of a large pre-arranged sale arrangement rather than a new economic decision disclosed on the settlement date.

Insider 3G Restaurant Brands Holdings General Partner Ltd., 3G Restaurant Brands Holdings LP
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Other Forward sale contract (obligation to sell) 17,626,570 $0.00 --
Other Common Shares 17,626,570 $0.00 --
Holdings After Transaction: Forward sale contract (obligation to sell) — 0 shares (Indirect, See Footnotes); Common Shares — 0 shares (Indirect, See Footnotes)
Footnotes (1)
  1. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities which are held directly by HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. On December 3, 2025, HL1 settled the previously announced forward sale contract, dated as of November 13, 2025 (the "Forward Contract"), with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 17,626,570 Common Shares of the Issuer (the "Forward Shares") on the scheduled settlement date of December 3, 2025, or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.72 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract was outstanding. Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many Restaurant Brands International (QSR) shares were involved in the forward sale contract?

The forward sale contract obligated HL1 17 LP to deliver up to 17,626,570 common shares of Restaurant Brands International Inc. on the scheduled settlement date.

What price was used to calculate cash payments under the QSR forward sale contract?

The cash payment for the forward sale was based on a price per share of $68.72, multiplied by a factor of 1 + (an overnight bank funding rate minus a negotiated spread) for each day the forward contract was outstanding.

Who was the counterparty to the QSR forward sale with HL1 17 LP?

The unaffiliated third-party buyer under the forward sale contract was BofA Securities, Inc., which received the Restaurant Brands International common shares upon settlement.

What is the reported QSR share ownership of the 3G-affiliated reporting persons after the transaction?

After recording the disposition of 17,626,570 common shares, the Form 4 shows the reporting persons with 0 common shares beneficially owned, with prior holdings reported as indirect and beneficial ownership disclaimed except for any pecuniary interest.

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*
3G Restaurant Brands Holdings General Partner Ltd.
(Last) (First) (Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10016
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/03/2025 J(2) 17,626,570 D (2) 0 I See Footnotes(1)(2)
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
Forward sale contract (obligation to sell) (2) 12/03/2025 J(2) 17,626,570 (2) (2) Common shares 17,626,570 (2) 0 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings General Partner Ltd.
(Last) (First) (Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings LP
(Last) (First) (Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities which are held directly by HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
2. On December 3, 2025, HL1 settled the previously announced forward sale contract, dated as of November 13, 2025 (the "Forward Contract"), with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 17,626,570 Common Shares of the Issuer (the "Forward Shares") on the scheduled settlement date of December 3, 2025, or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.72 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract was outstanding. Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.
/s/ Flavio Montini 12/03/2025
/s/ Flavio Montini 12/03/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR