Restaurant Brands (QSR) CEO discloses stock sale plus RSU and PSU grants

Rhea-AI Filing Summary

Restaurant Brands International Inc. Chief Executive Officer Joshua Kobza reported several equity transactions in early January 2026. On January 7, 2026, he sold 3,443.3528 common shares at $67.44 per share, with the disclosure stating these shares were sold to cover withholding tax obligations tied to previously vested restricted share units.

On January 6, 2026, he acquired 80.8327 common shares at $0 from dividend equivalent rights on a vested restricted share unit award. He also received multiple awards and dividend-equivalent accruals of restricted share units and performance share units at $0, each representing a contingent right to receive common shares subject to time-based vesting or performance conditions.

Following these transactions, Kobza directly held 952,620.242 common shares. He also held derivative interests including 5,413 exchangeable units convertible into common shares or cash, fully vested options to buy 200,000 common shares at an exercise price of $56.92, and sizable balances of restricted and performance share units.

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

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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 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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		A		80.8327(1)	A	$0	956,063.5948	D
Common Shares	01/07/2026		S		3,443.3528(2)	D	$67.44	952,620.242	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)	01/06/2026		A		65.9271(6)		(7)	(7)	Common Shares	65.9271	$0	7,162.6582	D
Performance Share Units	(8)	01/06/2026		A		3,052.6507(9)		05/21/2028	05/21/2028	Common Shares	3,052.6507	$0	331,655.7299	D
Restricted Share Units	(5)	01/06/2026		A		151.204(6)		(10)	(10)	Common Shares	151.204	$0	16,427.5853	D
Performance Share Units	(11)	01/06/2026		A		1,177.6258(9)		03/15/2027	03/15/2027	Common Shares	1,177.6258	$0	127,943.3493	D
Restricted Share Units	(5)	01/06/2026		A		139.794(6)		(12)	(12)	Common Shares	139.794	$0	15,187.9455	D
Performance Share Units	(13)	01/06/2026		A		1,464.253(9)		03/15/2028	03/15/2028	Common Shares	1,464.253	$0	159,084.0066	D

Explanation of Responses:

1. Represents shares settled from dividend equivalent rights that accrued on a vested restricted share unit award in respect of dividends that were paid after the vesting of the award with a record date prior to the vesting of the award.

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

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. 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.

7. These restricted share units vest in equal annual installments. The remaining vesting will occur on 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 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.

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 performance based 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, 2026 and December 15, 2027.

11. 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.

12. 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.

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 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 period.

Remarks:

	/s/ Jill Granat, as Attorney-in-Law for Joshua Kobza	01/08/2026
	** 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 insider transactions did QSR CEO Joshua Kobza report in January 2026?

Joshua Kobza, Chief Executive Officer of Restaurant Brands International Inc. (QSR), reported several transactions in early January 2026. These included a sale of 3,443.3528 common shares at $67.44 on January 7, 2026, as well as acquisitions of common shares, restricted share units, and performance share units on January 6, 2026.

Why did the QSR CEO sell 3,443.3528 Restaurant Brands shares?

The footnotes state that the 3,443.3528 common shares sold by QSR CEO Joshua Kobza were sold to cover withholding tax obligations arising from the settlement of previously reported vesting of his restricted share units.

How many Restaurant Brands (QSR) common shares does the CEO hold after these transactions?

After the reported transactions, Chief Executive Officer Joshua Kobza beneficially owned 952,620.242 Restaurant Brands International Inc. common shares directly.

What types of equity awards did the QSR CEO receive on January 6, 2026?

On January 6, 2026, the QSR CEO received additional restricted share units and performance share units, along with related dividend equivalent rights. Each restricted share unit represents a contingent right to receive one common share, and the performance share units may result in common shares based on performance conditions over specified performance periods.

What derivative holdings related to QSR shares does the CEO report owning?

Joshua Kobza reported holding 5,413 exchangeable units of Restaurant Brands International Limited Partnership, which are convertible into common shares of Restaurant Brands International Inc. or cash with no expiration date. He also held fully vested options to buy 200,000 common shares at an exercise price of $56.92, plus various restricted share units and performance share units linked to QSR common shares.

Are the new QSR performance share units for the CEO subject to performance conditions?

Yes. The filing explains that the performance based restricted share units granted to the QSR CEO, including the 2023, 2024, and 2025 PBRSUs, have defined performance periods and will vest only to the extent earned. The number of common shares ultimately delivered can increase or decrease based on the results of the specified performance conditions.