Tax-related stock sale by Restaurant Brands (NYSE: QSR) executive

Rhea-AI Filing Summary

Restaurant Brands International Inc. officer Jill Granat reported a set of equity transactions. She sold 11,524.9807 common shares on February 23, 2026 at $67.51 per share in an open-market transaction to cover withholding tax on vested performance-based restricted share units. On February 22, 2026, she exercised 36,714.2893 performance share units and acquired 29,371.4314 common shares through derivative conversion. After these moves, she directly holds 476,126.4063 common shares, along with exchangeable units, options, restricted share units, and performance-based restricted share units that vest over future dates tied to performance and service 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

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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^*

Granat Jill

(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)
	See Remarks

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		29,371.4314(1)	A	$0	487,651.387	D
Common Shares	02/23/2026		S		11,524.9807(2)	D	$67.51	476,126.4063	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(3)	(3)							(3)	(3)	Common Shares	52,965		52,965	D
Option (Right to Buy)	$56.92							(4)	05/04/2027	Common Shares	50,000		50,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	25,000		25,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	3,965.497		3,965.497	D
Performance Share Units	(7)	02/22/2026		M			36,714.2893	02/22/2026	02/22/2026	Common Shares	36,714.2893	$0	0	D
Restricted Share Units	(5)							(8)	(8)	Common Shares	7,834.4472		7,834.4472	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	35,539.5215		35,539.5215	D
Restricted Share Units	(5)							(10)	(10)	Common Shares	7,619.3811		7,619.3811	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	43,747.9203		43,747.9203	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. 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 share 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 Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

4. These options are fully vested and exercisable.

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

6. These restricted share units vest in equal annual installments. The remaining vesting will occur on 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 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.

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

9. 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.

10. 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.

11. 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:

EVP, General Counsel & Secretary

	/s/ David Wallace, as Attorney-in-Fact for Jill Granat	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Jill Granat report for Restaurant Brands (QSR)?

Jill Granat reported selling 11,524.9807 Restaurant Brands common shares at $67.51 and exercising 36,714.2893 performance share units into 29,371.4314 common shares. The sale was made to cover tax withholding related to vested performance-based restricted share units.

How many Restaurant Brands (QSR) shares does Jill Granat hold after the Form 4?

After the reported transactions, Jill Granat directly holds 476,126.4063 Restaurant Brands common shares. She also holds exchangeable units, stock options, restricted share units, and performance-based restricted share units that may convert into additional shares as they vest and meet performance conditions.

Why did Jill Granat sell Restaurant Brands (QSR) shares in this filing?

The sale of 11,524.9807 Restaurant Brands common shares was to cover withholding tax obligations on the settlement of vested performance-based restricted share units. This type of tax-related sale is triggered by the vesting event rather than a discretionary open-market liquidation decision.

What performance-based units were involved in Jill Granat’s Restaurant Brands (QSR) transactions?

Granat exercised 36,714.2893 performance share units, tied to 2023 performance-based restricted share units that vested at 80% of target. She also holds 2024 and 2025 performance-based restricted share units with performance periods ending in 2027 and 2028, respectively, subject to future performance results.

What future vesting schedules affect Jill Granat’s Restaurant Brands (QSR) equity awards?

Several restricted share unit grants vest in equal annual installments, with remaining vesting dates on December 15, 2026, December 15, 2027, and December 15, 2028. Performance-based restricted share units may vest on March 15, 2027 and March 15, 2028, depending on performance outcomes.

How did the 2023 performance-based restricted share units vest for Jill Granat at Restaurant Brands (QSR)?

The 2023 performance-based restricted share units had a performance period from January 1, 2023 to December 31, 2025 and vested on February 22, 2026. They ultimately vested at 80% of the target number of units based on the achieved performance condition.