QSR CEO (NYSE: QSR) swaps 2025 bonus for shares and RSUs

Rhea-AI Filing Summary

Restaurant Brands International Chief Executive Officer Joshua Kobza reported new equity awards and a bonus-funded share purchase. He acquired 30,561 restricted share units, 167,126 performance share units, and 8,149 common shares at $68.81 per share by using 50% of his 2025 net bonus under the company’s 2025 Bonus Swap Program.

According to the plan, the share purchase price was based on the last sales price on the New York Stock Exchange on February 24, 2026, and the matching restricted share units were sized using a position-based multiplier. Various restricted and performance-based units vest in equal annual installments or at the end of multi‑year performance periods extending into 2028 and 2029, and certain restricted units can be forfeited if the purchased shares are sold. The filing also notes fully vested options and exchangeable units that can be converted into common shares or cash with no expiration date on the conversion right.

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^*

Kobza Joshua

(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)
	Chief Executive Officer

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		8,149(1)	A	$68.81(2)	960,769.242	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	5,413		5,413	D
Option (Right to Buy)	$56.92							(4)	05/04/2027	Common Shares	200,000		200,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	7,162.6582		7,162.6582	D
Performance Share Units	(7)							05/21/2028	05/21/2028	Common Shares	331,655.7299		331,655.7299	D
Restricted Share Units	(5)							(8)	(8)	Common Shares	16,427.5853		16,427.5853	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	127,943.3493		127,943.3493	D
Restricted Share Units	(5)							(10)	(10)	Common Shares	15,187.9455		15,187.9455	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	159,084.0066		159,084.0066	D
Restricted Share Units	(5)	02/25/2026		A		30,561(12)		(13)	(13)	Common Shares	30,561	$0	30,561	D
Performance Share Units	(14)	02/25/2026		A		167,126		03/15/2029	03/15/2029	Common Shares	167,126	$0	167,126	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. 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 shares 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 Limited 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 will have a performance period beginning February 22, 2023 and ending May 21, 2028 and to the extent earned will vest on May 21, 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.

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 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.

12. 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.

13. 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.

14. 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 Joshua Kobza	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 did QSR CEO Joshua Kobza acquire in this Form 4 filing?

Joshua Kobza reported acquiring 30,561 restricted share units, 167,126 performance share units, and 8,149 common shares. These equity awards and bonus-funded shares increase his direct stake and align compensation with long-term Restaurant Brands International performance.

How did QSR CEO Joshua Kobza purchase the 8,149 common shares?

He used 50% of his 2025 net bonus to buy 8,149 common shares at $68.81 per share. The purchase was made under Restaurant Brands International’s 2025 Bonus Swap Program within its 2023 Omnibus Incentive Plan.

What is Restaurant Brands International’s 2025 Bonus Swap Program?

The 2025 Bonus Swap Program lets executives use a portion of their net bonus to buy common shares, then receive a matching grant of restricted share units. The RSU amount is based on a position-level multiplier and the same $68.81 share price used for the investment shares.

How do the new restricted share units and performance share units vest for QSR’s CEO?

Some restricted share units vest in equal annual installments across several years, while performance-based units vest at the end of multi‑year performance periods. Actual shares earned from performance units can increase or decrease based on specified performance conditions.

What conditions can cause forfeiture of certain QSR restricted share units?

For the 2026 restricted share units granted under the Bonus Swap Program, if Joshua Kobza sells any of the purchased investment shares, he will forfeit all 2026 RSUs that have not yet vested. This ties long-term equity awards to holding the underlying common shares.

What are the terms of the exchangeable units and options held by QSR’s CEO?

Each exchangeable unit can be converted into common shares or a cash amount based on a trading-price formula, with no expiration on this conversion right. The reported stock options are fully vested and exercisable, giving additional potential ownership leverage.