Restaurant Brands (QSR) officer swaps 2025 bonus for shares and RSUs

Rhea-AI Filing Summary

Restaurant Brands International Inc. reported that Chief Corporate Officer Fulton Duncan acquired new equity awards on February 25, 2026. He received 6,932 restricted share units, 21,794 performance share units and purchased 1,540 common shares at $68.78 per share. The common shares were bought directly from the company under its 2025 Bonus Swap Program, using 50% of his 2025 net bonus at a reference price of CAD$94.29 per share. Matching 2026 restricted share units were granted based on his bonus, an RSU multiplier of 2.25 for executive vice presidents and above, and the same CAD$94.29 price. The filing notes that related restricted and performance share units vest in equal annual installments, with key vesting dates running through December 15, 2029 and, for certain performance-based units, final vesting on March 15, 2029 if performance conditions are met.

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^*

Fulton Duncan

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 WATERFORD DISTRICT 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 Corporate Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		1,540(1)	A	$68.78(2)	51,216.9168	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(3)							(4)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(5)							(4)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(6)							(7)	(7)	Common Shares	2,456.9149		2,456.9149	D
Restricted Share Units	(6)							(8)	(8)	Common Shares	5,149.0219		5,149.0219	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	21,257.4006		21,257.4006	D
Restricted Share Units	(6)							(10)	(10)	Common Shares	4,877.3256		4,877.3256	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	23,865.9098		23,865.9098	D
Restricted Share Units	(6)	02/25/2026		A		6,932(12)		(13)	(13)	Common Shares	6,932	$0	6,932	D
Performance Share Units	(14)	02/25/2026		A		21,794		03/15/2029	03/15/2029	Common Shares	21,794	$0	21,794	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of CAD$94.29 per share ("Investment Shares"). The purchase price was converted into its U.S. Dollar equivalent using the Bank of Canada daily exchange rate on February 24, 2026.

2. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.

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

4. These options are fully vested and exercisable.

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

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

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

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

9. 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.

10. 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.

11. 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 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.

12. The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of CAD$94.29 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2026 RSUs that have not yet vested.

13. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.

14. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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/ David Wallace, as Attorney-in-Fact for Duncan Fulton	02/27/2026
	** 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 equity awards did Fulton Duncan report at Restaurant Brands International (QSR)?

Fulton Duncan reported receiving 6,932 restricted share units, 21,794 performance share units, and purchasing 1,540 common shares. All transactions occurred on February 25, 2026 and were structured as grants or awards rather than open-market trades, tied to the company’s incentive and bonus programs.

How did Fulton Duncan acquire common shares of Restaurant Brands International (QSR)?

He purchased 1,540 common shares directly from Restaurant Brands International at $68.78 per share. The filing states he used 50% of his 2025 net bonus under the 2025 Bonus Swap Program, with the reference purchase price set at CAD$94.29 per share before currency conversion.

What is Restaurant Brands International’s 2025 Bonus Swap Program mentioned in the QSR filing?

The 2025 Bonus Swap Program lets executives use a portion of their net bonus to buy common shares at a set CAD price. Participants, including Fulton Duncan, then receive matching 2026 restricted share units based on bonus size, an RSU multiplier, and the same CAD$94.29 share price reference.

What are the key vesting terms for Fulton Duncan’s restricted share units at QSR?

The restricted share units generally vest in equal annual installments over several years. Footnotes specify remaining vestings on December 15, 2026, 2027, 2028, and 2029 for various RSU grants, meaning Duncan’s equity compensation will continue to vest gradually across this multi-year schedule.

How do the performance share units reported by Fulton Duncan at QSR work?

The performance share units are performance-based restricted share units with defined performance periods and a final vest date. For example, certain 2026 PBRSUs run from February 25, 2026 to February 25, 2029 and, if earned under performance conditions, vest on March 15, 2029, with shares increasing or decreasing based on results.

What RSU multiplier applied to Fulton Duncan’s 2026 restricted share units at Restaurant Brands International?

For the 2026 restricted share units linked to the Bonus Swap Program, the filing states the RSU multiplier was 2.25 for executive vice presidents and above. Duncan’s 2026 RSU grant amount was calculated using 50% of his gross bonus, this 2.25 multiplier, and the CAD$94.29 purchase price.