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.
Positive
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Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Exchangeable Units | 17,626,570 | $0.00 | -- |
| Other | Forward sale contract (obligation to sell) | 17,626,570 | $0.00 | -- |
| Conversion | Common Shares | 17,626,570 | $0.00 | -- |
Footnotes (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. 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. 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. 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.
