Restaurant Brands holder to deliver up to 17.6M shares via forward

Rhea-AI Filing Summary

Restaurant Brands International (QSR) disclosed insider activity by entities affiliated with 3G. On 11/13/2025, the holder elected to exchange 17,626,570 exchangeable units for 17,626,570 common shares (code C); the exchange became irrevocable that day and will be effected on or before December 3, 2025.

Separately, HL1 17 LP entered a forward sale contract with BofA Securities obligating delivery of up to 17,626,570 common shares on December 3, 2025 (or earlier at HL1’s election). Cash payment is based on a per-share price of $68.72, multiplied by a factor of 1 + (overnight bank funding rate − negotiated spread) for each day the contract is outstanding. Following the conversion entry, the filing lists 99,157,902 derivative securities beneficially owned.

Insights

Equity capital markets analyst

Large holder converts 17.6M units and enters a matched forward sale.

The filing shows a conversion of 17,626,570 exchangeable units into the same number of common shares, with the exchange irrevocable as of Nov 13, 2025 and to be effected on or before Dec 3, 2025. This is recorded as a code C transaction, which typically reflects a non-open market conversion.

In parallel, HL1 17 LP executed a forward sale obligating delivery of up to 17,626,570 shares to BofA Securities on Dec 3, 2025 (or earlier at HL1’s option). Consideration references $68.72 per share adjusted by a funding-rate factor. The filing also lists 99,157,902 derivative securities beneficially owned after the reported transactions.

Actual market impact will depend on contract settlement mechanics and delivery. Subsequent company disclosures may detail effects once the exchange and forward settle.

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

OMB Number:			3235-0287
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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^*

3G Restaurant Brands Holdings General Partner Ltd.

(Last) (First) (Middle)

C/O 3G CAPITAL INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	11/13/2025		C(1)(3)		17,626,570	A	(3)	17,626,570	I	See Footnotes(2)(3)

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(1)(2)	(1)	11/13/2025		C(3)(4)			17,626,570	(1)	(1)	Common shares	17,626,570	(1)	99,157,902	D
Forward sale contract (obligation to sell)	(4)	11/13/2025		J/K(4)		17,626,570		(4)	(4)	Common shares	17,626,570	(4)	17,626,570	D

1. Name and Address of Reporting Person^*

3G Restaurant Brands Holdings General Partner Ltd.

(Last) (First) (Middle)

C/O 3G CAPITAL INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

3G Restaurant Brands Holdings LP

(Last) (First) (Middle)

C/O 3G CAPITAL INC.

600 THIRD AVENUE, 37TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.

2. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

3. Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP an exchange notice to exchange in aggregate 17,626,570 exchangeable units held by 3G RBH (the "November 2025 Exchange"). As announced by RBI on November 13, 2025, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the November 2025 Exchange by issuing 17,626,570 common shares in exchange for 17,626,570 exchangeable units. The exchange notice became irrevocable on November 13, 2025 with respect to 17,626,570 exchangeable units. The November 2025 Exchange will be effected on or before December 3, 2025.

4. On November 13, 2025, HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ("HL1"), entered into a forward sale contract (the "Forward Contract") with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligates HL1 to deliver to the buyer up to 17,626,570 common shares of RBI (the "Forward Shares") on the scheduled settlement date of December 3, 2025 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract. In exchange, HL1 will receive a cash payment based on a price per share of $68.72 multiplied by a factor of (1+ (an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract is outstanding. Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.

	/s/ Flavio Montini	11/14/2025
	/s/ Flavio Montini	11/14/2025
	** Signature of Reporting Person	Date
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FAQ

What did QSR’s insider report on November 13, 2025?

A holder affiliated with 3G elected to exchange 17,626,570 exchangeable units for 17,626,570 common shares, irrevocable as of that date.

When will the QSR unit-to-share exchange be completed?

The exchange will be effected on or before December 3, 2025.

What are the terms of the QSR forward sale contract?

HL1 17 LP must deliver up to 17,626,570 common shares to BofA Securities on December 3, 2025 (or earlier), for cash based on $68.72 per share adjusted by a funding-rate factor.

How many derivative securities were listed after the transactions?

The filing lists 99,157,902 derivative securities beneficially owned following the reported transactions.

Does this filing indicate open-market buying or selling by QSR insiders?

The transactions are a conversion of exchangeable units and a forward sale contract; they are not described as open-market trades.

Who is the counterparty to the forward sale contract?

The buyer is BofA Securities, Inc..