Restaurant Brands International (QSR) officer reports option, RSU and PSU holdings

Rhea-AI Filing Summary

Restaurant Brands International officer and Pres., Tim Hortons Americas, reported equity activity and holdings in a Form 4-style disclosure. On December 31, 2025, restricted share units vested into 3,955.4214 common shares, increasing his directly held position to 166,803.0457 common shares following the transaction.

He also holds several option awards to buy common shares, including 40,000 options at $58.44 exercisable until February 22, 2028, 30,000 options at $64.75 until February 21, 2029, and 56,000 options at $66.31 until February 20, 2030, all directly owned and fully vested. In addition, he holds multiple restricted share unit and performance share unit awards that vest in installments or based on performance periods running through 2028, with settlement dates including February 22, 2026, March 15, 2027, and March 15, 2028.

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^*

Schwan Axel

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., Tim Hortons Americas

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		3,955.4214	A	(1)	166,803.0457	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							(2)	02/22/2028	Common Shares	40,000		40,000	D
Option (Right to Buy)	$64.75							(2)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(3)	12/31/2025		M			3,955.4214	(4)	(4)	Common Shares	3,955.4214	$0	0	D
Restricted Share Units	(3)							(5)	(5)	Common Shares	4,294.8422		4,294.8422	D
Performance Share Units	(6)							02/22/2026	02/22/2026	Common Shares	80,836.3575		80,836.3575	D
Restricted Share Units	(3)							(7)	(7)	Common Shares	7,092.3827		7,092.3827	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	56,339.8497		56,339.8497	D
Restricted Share Units	(3)							(9)	(9)	Common Shares	9,310.4336		9,310.4336	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	63,048.1069		63,048.1069	D

Explanation of Responses:

1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.

2. These options are fully vested and exercisable.

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

4. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025.

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 will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026. 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.

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 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/ Jill Granat, as Attorney-in-Fact for Axel Schwan	01/05/2026
	** 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).
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FAQ

What insider transaction did Restaurant Brands International (QSR) report for December 31, 2025?

The Pres., Tim Hortons Americas reported the vesting of restricted share units into 3,955.4214 common shares on December 31, 2025, which were added to his directly held stake.

How many Restaurant Brands International (QSR) common shares does the reporting officer hold after this transaction?

Following the vesting on December 31, 2025, the reporting person beneficially owns 166,803.0457 common shares of Restaurant Brands International directly.

What stock options does the Restaurant Brands International (QSR) officer hold?

The officer holds fully vested options to buy 40,000 common shares at $58.44 expiring on February 22, 2028, 30,000 shares at $64.75 expiring on February 21, 2029, and 56,000 shares at $66.31 expiring on February 20, 2030, all directly owned.

What are the key restricted share unit (RSU) holdings for the Restaurant Brands International (QSR) officer?

The filing lists several RSU positions, including 4,294.8422 common shares, 7,092.3827 common shares, and 9,310.4336 common shares, which vest in equal annual installments with remaining vesting dates through December 15, 2028.

What performance share unit (PSU) awards are disclosed for the Restaurant Brands International (QSR) officer?

The officer holds performance-based RSU awards of 80,836.3575 common shares with a performance period ending December 31, 2025 and vesting on February 22, 2026, and 56,339.8497 common shares and 63,048.1069 common shares tied to performance periods ending February 23, 2027 and February 28, 2028 that vest on March 15, 2027 and March 15, 2028 respectively.

What role does the reporting person hold at Restaurant Brands International (QSR)?

The reporting person is identified as an officer of Restaurant Brands International, with the title Pres., Tim Hortons Americas.