Restaurant Brands (QSR) chair reports RSU vesting and option holdings

Rhea-AI Filing Summary

Restaurant Brands International (QSR) Executive Chairman J. Patrick Doyle reported equity transactions on November 21, 2025. He acquired 110,451.3916 common shares at an exercise price of $0 upon the vesting and settlement of restricted share units, then sold 15,499 shares at a weighted average price of $68.8864, 12,300 shares at $69.8413, and 15,798 shares at $70.6546. The company notes these sales were made to cover withholding tax obligations related to the RSU vesting.

After these transactions, Doyle reports continued direct and indirect ownership of QSR equity, including common shares held personally and 500,000 shares held indirectly through Lodgepole 231 LLC. He also holds 2,000,000 options with a $66.74 exercise price, additional time‑vesting restricted share units that continue to vest annually through November 21, 2027, and performance-based restricted share units with a performance period running from November 21, 2022 to May 21, 2028, which may be earned from 50% to 200% of target based on RBI share price appreciation.

Insider Trade Summary

Net Seller: 43,597 shares ($3,042,920)

Net Sell 8 txns

Insider DOYLE J PATRICK

Role Executive Chairman

Sold 43,597 shs ($3.04M)

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	110,451.392	$0.00	--
Exercise	Common Shares	110,451.392	$0.00	--
Sale	Common Shares	15,499	$68.8864	$1.07M
Sale	Common Shares	12,300	$69.8413	$859K
Sale	Common Shares	15,798	$70.6546	$1.12M
holding	Option (Right to Buy)	--	--	--
holding	Performance Share Units	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 220,902.783 shares (Direct); Common Shares — 237,452.024 shares (Direct); Option (Right to Buy) — 2,000,000 shares (Direct); Performance Share Units — 828,385.437 shares (Direct); Common Shares — 500,000 shares (Indirect, By LLC)

Footnotes (1)

1. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's restricted share units. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $68.39 to $69.37 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $69.40 to $70.39 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $70.40 to $70.91 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price. 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. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest in equal annual installments. The remaining vestings will occur on November 21, 2026 and November 21, 2027. 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.

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^*

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)
11/21/2025

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	11/21/2025		M		110,451.3916	A	$0	237,452.0238	D
Common Shares	11/21/2025		S(1)		15,499	D	$68.8864(2)	221,953.0238	D
Common Shares	11/21/2025		S(1)		12,300	D	$69.8413(3)	209,653.0238	D
Common Shares	11/21/2025		S(1)		15,798	D	$70.6546(4)	193,855.0238	D
Common Shares								500,000	I	By LLC(5)

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	(6)	11/21/2025		M			110,451.3916	(7)	(7)	Common Shares	110,451.3916	$0	220,902.7831	D
Performance Share Units	(8)							(8)	(8)	Common Shares	828,385.4368		828,385.4368	D

Explanation of Responses:

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

2. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $68.39 to $69.37 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $69.40 to $70.39 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

4. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $70.40 to $70.91 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

5. 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.

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

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

8. 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.

Remarks:

	/s/ Jill Granat, as Attorney-in-Fact for J. Patrick Doyle	11/25/2025
	** 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.

FAQ

What insider transactions did QSR Executive Chairman J. Patrick Doyle report on this Form 4?

On November 21, 2025, J. Patrick Doyle reported acquiring 110,451.3916 common shares of Restaurant Brands International upon vesting of restricted share units at an exercise price of $0, and selling 15,499, 12,300, and 15,798 shares in separate transactions at weighted average prices of $68.8864, $69.8413, and $70.6546, respectively.

Why did J. Patrick Doyle sell QSR shares around $69–71 per share?

The filing states that the reported shares sold were to cover withholding tax obligations arising from the settlement of the vested restricted share units, meaning the sales were made to satisfy tax requirements rather than as discretionary open-market sales of his overall holdings.

What equity awards and options does J. Patrick Doyle hold in Restaurant Brands International (QSR)?

J. Patrick Doyle holds 2,000,000 options with an exercise price of $66.74 per share, as well as time‑vesting restricted share units and performance share units. The RSUs relate to common shares, and the PBRSUs are tied to RBI common share price appreciation over a defined performance period.

How do J. Patrick Doyle’s performance-based restricted share units (PBRSUs) in QSR work?

The PBRSUs have a performance period beginning November 21, 2022 and ending May 21, 2028. They may be earned from 50% for threshold performance up to 200% for maximum performance, based on meeting performance targets tied to appreciation in the price of Restaurant Brands International common shares.

When do J. Patrick Doyle’s restricted share units in Restaurant Brands International vest?

The filing notes that each restricted share unit represents a right to receive one QSR common share and that these restricted share units vest in equal annual installments, with the remaining vestings scheduled on November 21, 2026 and November 21, 2027.

What indirect QSR share ownership is reported for J. Patrick Doyle?

The Form 4 reports 500,000 common shares held indirectly through Lodgepole 231 LLC, where Doyle is a member and investment manager with sole voting and dispositive power over the assets. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.