Restaurant Brands International (NYSE: QSR) officer reports RSU vesting

Rhea-AI Filing Summary

Restaurant Brands International Inc. executive Jacqueline Friesner, SVP, Controller and Principal Accounting Officer, reported restricted share unit vesting and related share transactions dated December 15, 2025. Several restricted share units converted into common shares at an exercise price of $0, followed by sales of 750.6975, 688.9169 and 445.9786 common shares at $70.8733 per share to cover withholding tax obligations.

After these transactions, Friesner directly beneficially owns 185,808.0636 common shares. She also holds exchangeable units, restricted share units and performance-based restricted share units that can settle in common shares, with remaining vesting or performance periods running through December 31, 2025, February 23, 2027 and February 28, 2028 and vesting dates on February 22, 2026, December 15, 2026, December 15, 2027, December 15, 2028, March 15, 2027 and March 15, 2028, subject to the stated 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^*

Friesner Jacqueline

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		1,910.2792	A	$0	184,807.3702	D
Common Shares	12/15/2025		S(1)		750.6975	D	$70.8733	184,056.6727	D
Common Shares	12/15/2025		M		1,752.9227	A	$0	185,809.5954	D
Common Shares	12/15/2025		S(1)		688.9169	D	$70.8733	185,120.6785	D
Common Shares	12/15/2025		M		1,133.3637	A	$0	186,254.0422	D
Common Shares	12/15/2025		S(1)		445.9786	D	$70.8733	185,808.0636	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(2)	(2)							(2)	(2)	Common Shares	9,098		9,098	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	2,057.3195		2,057.3195	D
Restricted Share Units	(3)	12/15/2025		M			1,910.2792	(5)	(5)	Common Shares	1,910.2792	$0	1,910.2793	D
Performance Share Units	(6)							02/22/2026	02/22/2026	Common Shares	14,550.5443		14,550.5443	D
Restricted Share Units	(3)	12/15/2025		M			1,752.9227	(7)	(7)	Common Shares	1,752.9227	$0	3,505.8455	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	17,378.4611		17,378.4611	D
Restricted Share Units	(3)	12/15/2025		M			1,133.3637	(9)	(9)	Common Shares	1,133.3637	$0	3,401.1185	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	17,337.4844		17,337.4844	D

Explanation of Responses:

1. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's restricted share units.

2. 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.

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 will occur 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 have a performance period beginning February 28, 2025 and ending on 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:

SVP, Controller and Principal Accounting Officer

	/s/ Jill Granat, as Attorney-in-Fact for Jacqueline Friesner	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Jacqueline Friesner report at Restaurant Brands International (QSR)?

On December 15, 2025, Jacqueline Friesner$0 exercise price, followed by sales of some of those shares to cover withholding tax obligations.

How many Restaurant Brands International (QSR) shares does Jacqueline Friesner own after these transactions?

After the reported transactions, Jacqueline Friesner directly beneficially owns 185,808.0636 common shares of Restaurant Brands International Inc.

At what price were Restaurant Brands International (QSR) shares sold in this Form 4?

The reported sales of Restaurant Brands International Inc. common shares were made at a price of $70.8733 per share.

Why were some Restaurant Brands International (QSR) shares sold in this Form 4 filing?

The filing states that the reported shares sold represent shares disposed of to cover withholding tax obligations on the settlement of the vesting of restricted share units.

What restricted and performance-based share units does Jacqueline Friesner hold at Restaurant Brands International (QSR)?

Jacqueline Friesner holds restricted share units and performance-based restricted share units that each represent a contingent right to receive one common share, with performance periods and vesting dates extending through February 22, 2026, March 15, 2027, and March 15, 2028, subject to stated performance conditions.

What is Jacqueline Friesner’s role at Restaurant Brands International (QSR)?

According to the filing remarks, Jacqueline Friesner serves as SVP, Controller and Principal Accounting Officer of Restaurant Brands International Inc.