Restaurant Brands (QSR) insider files: options vested and RSU/PSU grants

Rhea-AI Filing Summary

Fulton Duncan, Chief Corporate Officer and director of Restaurant Brands International Inc. (QSR), reported multiple equity transactions on 10/07/2025. The filing shows a disposition of 36,215.1586 common shares and a series of award settlements and grants that increase his potential ownership, including vested options exercisable for 60,000 and 15,000 common shares with reported U.S. dollar equivalent exercise prices of $63.64 and $66.31, respectively. The report also documents the settlement/accrual of restricted share units (RSUs) and the grant of multiple performance-based restricted share units (PBRSUs/PSUs) that, if earned, convert to common shares on their stated vesting or performance-determined dates in 2026, 2027, and 2028.

The RSUs include dividend-equivalent accruals and staggered vesting schedules, with specific remaining vesting dates on 12/31/2025 and various 12/15 dates through 12/15/2028. Several performance awards have defined performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028, with settlement dates in 02/22/2026, 03/15/2027, and 03/15/2028.

Positive

• Vested options exercisable for 60,000 and 15,000 shares with disclosed U.S. dollar exercise prices ($63.64 and $66.31)
• Performance-based awards granted with clear performance periods ending in 2025, 2027, and 2028, providing retention incentives
• RSUs include dividend-equivalent rights that vest proportionately, preserving economic parity with common shares

Negative

• Disposition of 36,215.1586 common shares reduces immediate insider ownership
• Material vesting and performance settlement dates span through 03/15/2028, delaying clarity on final share issuance and potential dilution

Insights

Compensation Analyst

Mix of a disposal and multiple equity awards shifts near-term and deferred insider holdings.

The reported disposition of 36,215.1586 common shares reduces immediate share ownership while several awards—vested options and newly reported RSUs and PBRSUs/PSUs—expand potential future ownership if vesting/performance conditions are met. Exercise prices for the vested options are shown as $63.64 and $66.31

The awards use staggered vesting and multi-year performance periods through 2028, creating a retention linkage; monitor the performance measurement dates and the number of shares ultimately settled on 02/22/2026, 03/15/2027, and 03/15/2028 for realized dilution and insider stake changes.

Corporate Governance Specialist

Transactions follow standard executive compensation mechanics with dividend equivalents and time/performance vesting.

The filing documents dividend-equivalent rights accrued on RSUs and PBRSUs that vest proportionately with the underlying awards; several RSU tranches have remaining vesting dates such as 12/31/2025 and 12/15/2028. Two option grants are fully vested and exercisable, per the disclosures.

For governance monitoring, track the actual settlement of performance awards after the end of their performance periods and any subsequent open-market sales, which will clarify changes to beneficial ownership and potential insider-derived supply to the market within the next 6–30 months.

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
Estimated average burden
hours per response:			0.5

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)
10/07/2025

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)	10/07/2025		A		28.4873(5)		(6)	(6)	Common Shares	28.4873	$0	3,194.0152	D
Restricted Share Units	(4)	10/07/2025		A		43.423(5)		(7)	(7)	Common Shares	43.423	$0	4,868.619	D
Performance Share Units	(8)	10/07/2025		A		212.7084(9)		02/22/2026	02/22/2026	Common Shares	212.7084	$0	23,849.0026	D
Restricted Share Units	(4)	10/07/2025		A		68.2521(5)		(10)	(10)	Common Shares	68.2521	$0	7,652.4707	D
Performance Share Units	(11)	10/07/2025		A		187.8496(9)		03/15/2027	03/15/2027	Common Shares	187.8496	$0	21,061.8168	D
Restricted Share Units	(4)	10/07/2025		A		57.4642(5)		(12)	(12)	Common Shares	57.4642	$0	6,442.9249	D
Performance Share Units	(13)	10/07/2025		A		210.9008(9)		03/15/2028	03/15/2028	Common Shares	210.9008	$0	23,646.3258	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 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, 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. The vestings will occur 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 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:

	/s/ Deul Lim, as Attorney-in-Fact for Duncan Fulton	10/09/2025
	** 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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FAQ

What did Fulton Duncan report in the QSR Form 4 filed 10/09/2025?

The filing reports a disposition of 36,215.1586 common shares and multiple equity award transactions, including vested options and grants of RSUs and performance-based share units.

How many option shares are exercisable by Fulton Duncan according to this filing?

The filing shows fully vested, exercisable options covering 60,000 and 15,000 common shares with reported exercise prices of $63.64 and $66.31 respectively.

When do the performance award periods and vesting settle?

Performance periods and settlements end or vest on 12/31/2025 (PBRSUs), 02/22/2026, 03/15/2027, and 03/15/2028, depending on the award.

Do the restricted share units pay dividend equivalents?

Yes; the RSUs and PBRSUs include dividend-equivalent rights that accrue when dividends are paid and vest proportionately with the underlying awards.

Does the filing show any change in overall beneficial ownership counts?

The report lists post-transaction beneficial ownership figures for each award line (for example, 3,194.0152, 23,849.0026, etc.), reflecting settled or awarded amounts; aggregate total ownership is not summarized in a single figure in the filing.