[Form 4] Restaurant Brands International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) filed a Form 4 on 10 July 2025 detailing equity activity for Chief People & Services Officer Jeffrey Housman on 8 July 2025. No open-market buying or selling occurred; the filing primarily records routine incentive-based grants and dividend-equivalent accruals.

• Direct common-share ownership: 144,929.0864 shares outstanding after the transactions.
• Exchangeable units: 431 units, convertible 1-for-1 into QSR common shares with no expiration.
• Fully vested options: 70,000 options at strike prices of $55.55, $58.44 and $66.31, expiring between 2027-2030.
• New awards dated 08-Jul-25:
  • RSUs: 30.2977, 45.8892, 70.985 and 67.1768 units, vesting annually through 2028.
  • PSUs: 217.6027 (2023 PBRSUs), 252.7679 (2024 PSUs) and 304.075 (2025 PBRSUs); performance periods end 2025-2028 with single-date vesting.
• Dividend-equivalent rights increased fractional share counts on the underlying RSUs/PSUs.

All items are coded "A" (awarded) rather than "S" (sale) or "P" (purchase), indicating compensation grants with no immediate cash flow or public-float impact. The awards further tie executive pay to long-term performance, but their small absolute size relative to the company’s ~450 million-share float suggests minimal near-term dilution or market impact.

Positive

• Performance-linked PSUs reinforce pay-for-performance alignment between management and shareholders.

Negative

• Incremental share dilution, though small, will eventually add to the outstanding share count when units settle.

Insights

Corporate Governance Analyst

TL;DR – Routine long-term equity grants; neutral governance impact.

The Form 4 shows standard compensation activity: RSUs, PSUs and accrued dividend equivalents granted to a senior officer. All grants carry multi-year vesting or performance hurdles, consistent with best-practice pay-for-performance structures. No discretionary cash bonuses or option repricings are present. Because the aggregate number of shares (sub-100 k) is immaterial to QSR’s capital base, governance risk is low. Absent sales, the filing signals continued insider alignment but does not constitute a bullish trading signal.

Portfolio Manager

TL;DR – No buy/sell signal; grants unlikely to move valuation.

From a portfolio standpoint the filing is informational only. Share count added via new RSU/PSU awards is de minimis relative to QSR’s market cap, and the option strikes sit near historical trading ranges, implying at-the-money incentives rather than deep discounts. Lack of insider buying keeps the read-through neutral; likewise, absence of disposals avoids a negative interpretation. Investors can largely ignore this event when modeling dilution or insider sentiment.

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^*

Fulton Duncan

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

130 KING STREET WEST; SUITE 300

(Street)

TORONTO A6 M5X 1E1

(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 Corporate Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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								36,215.1586	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)	$63.64(1)							(2)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(3)							(2)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(4)	07/08/2025		A		28.7036(5)		(6)	(6)	Common Shares	28.7036	$0	3,165.5279	D
Restricted Share Units	(4)	07/08/2025		A		43.7528(5)		(7)	(7)	Common Shares	43.7528	$0	4,825.196	D
Performance Share Units	(8)	07/08/2025		A		214.3235(9)		02/22/2026	02/22/2026	Common Shares	214.3235	$0	23,636.2942	D
Restricted Share Units	(4)	07/08/2025		A		68.7704(5)		(10)	(10)	Common Shares	68.7704	$0	7,584.2186	D
Performance Share Units	(11)	07/08/2025		A		189.276(9)		03/15/2027	03/15/2027	Common Shares	189.276	$0	20,873.9672	D
Restricted Share Units	(4)	07/08/2025		A		57.9006(5)		(12)	(12)	Common Shares	57.9006	$0	6,385.4607	D
Performance Share Units	(13)	07/08/2025		A		212.5021(9)		03/15/2028	03/15/2028	Common Shares	212.5021	$0	23,435.4251	D

Explanation of Responses:

1. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.

2. These options are fully vested and exercisable.

3. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.

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

5. Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

6. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

7. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.

8. 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.

9. Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.

10. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.

11. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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.

12. These restricted share units vest in equal annual installments on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.

13. 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 on 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/ Deul Lim, as Attorney-in-Fact for Duncan Fulton	07/10/2025
	** 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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** 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 did the QSR Form 4 dated 10-Jul-2025 disclose?

It reported new RSU, PSU and dividend-equivalent awards, plus existing holdings for Officer Jeffrey Housman; no shares were bought or sold.

How many QSR common shares does Jeffrey Housman now own directly?

He holds 144,929.0864 common shares after the reported transactions.

Were any options exercised or sold in this filing?

No. All 70,000 options disclosed are fully vested but remain unexercised; no sales were recorded.

What are the strike prices and expirations of Housman’s options?

$55.55 (20k, exp. 24-Feb-2027), $58.44 (30k, exp. 23-Feb-2028) and $66.31 (20k, exp. 21-Feb-2030).

Do the new awards increase QSR’s share count immediately?

No. RSUs and PSUs settle in future years upon vesting; any dilution occurs only when shares are issued.

Why are performance share units (PSUs) significant to investors?

PSUs vest only if performance targets are met, aligning executive rewards with long-term shareholder returns.