Restaurant Brands (NYSE: QSR) exec buys shares, receives large equity awards

Rhea-AI Filing Summary

Schwan Axel reported acquisition or exercise transactions in this Form 4 filing.

Restaurant Brands International reported that Axel Schwan, President of Tim Hortons Americas, increased his equity stake through a mix of share purchases and awards linked to his 2025 bonus. Schwan used 50% of his 2025 net bonus to purchase 2,498 common shares at $68.81 per share under the company’s 2025 Bonus Swap Program, part of its 2023 Omnibus Incentive Plan. In connection with this election, he received a matching grant of 11,242 restricted share units (2026 RSUs), which vest in equal annual installments on December 15 of 2026, 2027, 2028 and 2029. He was also granted 88,649 performance-based restricted share units (2026 PBRSUs), with a performance period from February 25, 2026 to February 25, 2029; any shares earned will vest on March 15, 2029 and the final number depends on performance against stated conditions.

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

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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^*

Schwan Axel

(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., Tim Hortons Americas

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		2,498(1)	A	$68.81(2)	197,481.9293	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)	$58.44							(3)	02/22/2028	Common Shares	40,000		40,000	D
Option (Right to Buy)	$64.75							(3)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(3)	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(4)							(5)	(5)	Common Shares	4,334.7404		4,334.7404	D
Restricted Share Units	(4)							(6)	(6)	Common Shares	7,158.2694		7,158.2694	D
Performance Share Units	(7)							03/15/2027	03/15/2027	Common Shares	56,863.2345		56,863.2345	D
Restricted Share Units	(4)							(8)	(8)	Common Shares	9,396.9255		9,396.9255	D
Performance Share Units	(9)							03/15/2028	03/15/2028	Common Shares	63,633.81		63,633.81	D
Restricted Share Units	(4)	02/25/2026		A		11,242(10)		(11)	(11)	Common Shares	11,242	$0	11,242	D
Performance Share Units	(12)	02/25/2026		A		88,649		03/15/2029	03/15/2029	Common Shares	88,649	$0	88,649	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").

2. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.

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. 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.

10. The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $68.81 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2026 RSUs that have not yet vested.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.

12. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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 Axel Schwan	02/27/2026
	** 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 Axel Schwan report at Restaurant Brands International (QSR)?

Axel Schwan reported acquiring equity in Restaurant Brands International through a bonus-linked program. He bought 2,498 common shares at $68.81 each and received additional restricted share unit and performance share unit awards tied to his 2025 bonus and future performance conditions.

How many Restaurant Brands International (QSR) shares did Axel Schwan buy and at what price?

Axel Schwan purchased 2,498 common shares of Restaurant Brands International at $68.81 per share. The purchase used 50% of his 2025 net bonus under the company’s 2025 Bonus Swap Program, which allows executives to convert bonus amounts into stock at a defined purchase price.

What restricted share units did Axel Schwan receive from Restaurant Brands International (QSR)?

Axel Schwan received 11,242 restricted share units labeled as 2026 RSUs. These units vest in equal annual installments on December 15 of 2026, 2027, 2028 and 2029, with each unit representing a contingent right to receive one common share of Restaurant Brands International.

What are the terms of Axel Schwan’s 2026 performance-based RSUs at Restaurant Brands International (QSR)?

Schwan was granted 88,649 performance-based restricted share units, called 2026 PBRSUs. Their performance period runs from February 25, 2026 to February 25, 2029, and any earned shares will vest on March 15, 2029, with the final number adjusted based on performance results.

How does Restaurant Brands International’s 2025 Bonus Swap Program work for QSR executives?

Under the 2025 Bonus Swap Program, executives can use a portion of their 2025 net bonus to purchase common shares at a set price. They also receive a matching grant of 2026 RSUs based on a position-level multiplier and the same $68.81 per-share price reference used for the investment shares.

What vesting conditions apply to Axel Schwan’s 2026 RSUs linked to QSR stock?

The 2026 RSUs granted to Axel Schwan vest in equal annual installments on December 15, 2026, 2027, 2028 and 2029. If he sells any of the investment shares purchased with his 2025 bonus, he will forfeit all unvested 2026 RSUs associated with that bonus swap election.