Popeyes US president at Restaurant Brands (NYSE: QSR) sells 3,882 shares

Rhea-AI Filing Summary

Restaurant Brands International executive Peter Perdue reported equity compensation activity and a related share sale. As President, Popeyes-US & Canada, he sold 3,882.1327 common shares at $67.51 per share on February 23, 2026, and held 42,905.7121 common shares afterward. A footnote states the sale was made to cover withholding tax obligations on the settlement of performance-based restricted share units.

On February 22, 2026, performance share units covering 12,238.0964 common shares were exercised or converted at $0.00, resulting in 9,790.4771 additional common shares and raising his common share holdings to 46,787.8448 before the tax-related sale. Footnotes explain that 2023 performance-based restricted share units vested at 80% of target after a performance period ending December 31, 2025, and describe additional 2024 and 2025 performance-based awards and restricted share units that vest in future years.

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^*

PERDUE PETER

(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)
	President, Popeyes-US & Canada

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		9,790.4771(1)	A	$0	46,787.8448	D
Common Shares	02/23/2026		S		3,882.1327(2)	D	$67.51	42,905.7121	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
Option (Right to Buy)	$64.75							(3)	02/21/2029	Common Shares	10,000		10,000	D
Option (Right to Buy)	$66.31							(3)	02/20/2030	Common Shares	12,000		12,000	D
Restricted Share Units	(4)							(5)	(5)	Common Shares	498.5892		498.5892	D
Performance Share Units	(6)	02/22/2026		M			12,238.0964	02/22/2026	02/22/2026	Common Shares	12,238.0964	$0	0	D
Restricted Share Units	(4)							(7)	(7)	Common Shares	2,165.698		2,165.698	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	12,083.3302		12,083.3302	D
Restricted Share Units	(4)							(9)	(9)	Common Shares	2,235.9311		2,235.9311	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	13,521.3679		13,521.3679	D

Explanation of Responses:

1. The 2023 PBRSUs vested at 80% of 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. These options are fully vested and exercisable.

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

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

6. 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.

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

8. 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.

9. 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.

10. 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 on 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, Attorney-in-Fact for Peter Perdue	02/24/2026
	** 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 transactions did QSR executive Peter Perdue report for Restaurant Brands International?

Peter Perdue reported exercising performance share units and selling common shares. He exercised 12,238.0964 performance share units on February 22, 2026, then sold 3,882.1327 common shares at $67.51 on February 23, 2026, primarily to cover withholding tax obligations tied to vested performance-based units.

How many Restaurant Brands (QSR) shares did Peter Perdue sell and at what price?

Peter Perdue sold 3,882.1327 common shares of Restaurant Brands International at $67.51 per share on February 23, 2026. A footnote clarifies that these shares were sold specifically to cover withholding tax obligations on the settlement of his performance-based restricted share units.

What performance-based share awards for QSR did Peter Perdue have vest or convert in 2026?

Performance share units covering 12,238.0964 common shares were exercised or converted on February 22, 2026. Footnotes describe 2023 performance-based restricted share units with a performance period through December 31, 2025, which vested at 80% of target and became payable on February 22, 2026, triggering related tax withholding.

How many Restaurant Brands common shares does Peter Perdue hold after these Form 4 transactions?

After the February 23, 2026 sale, Peter Perdue directly owned 42,905.7121 Restaurant Brands International common shares. Earlier, following the February 22, 2026 exercise or conversion of performance share units, his common share holdings had increased to 46,787.8448 before the tax-related share sale occurred.

What future vesting schedules are disclosed for Peter Perdue’s QSR restricted and performance-based units?

Restricted share units vest in equal annual installments, with remaining vesting dates including December 15, 2026, 2027, and 2028. Performance-based restricted share units for 2024 and 2025 have performance periods running to February 23, 2027 and February 28, 2028, respectively, with vesting expected on March 15, 2027 and March 15, 2028, if earned.

Were Peter Perdue’s QSR share sales discretionary or related to tax withholding?

A footnote specifies that the reported share sale represented shares sold to cover withholding tax obligations on the settlement of performance-based restricted share units. This indicates the 3,882.1327 common shares sold at $67.51 per share were linked to tax obligations, not a standalone discretionary sale.