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Restaurant Brands (NYSE: QSR) CFO details RSU vesting and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International chief financial officer Sami Siddiqui reported changes in his equity holdings. On December 31, 2025, 2,461.05 restricted share units vested and converted into common shares, increasing his direct ownership. Following this transaction, he directly holds 13,070.1779 common shares and indirectly holds 235,228 common shares through a revocable trust.

He also holds fully vested options to buy 80,000 common shares at $55.55 per share and 20,000 common shares at $66.31 per share, as well as several blocks of restricted share units and performance-based restricted share units that vest in installments or based on performance through dates extending to 2030. These awards link a significant portion of his compensation to the company’s share performance over multiple years.

Positive

  • None.

Negative

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Insider Siddiqui Sami A.
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Share Units 2,461.05 $0.00 --
Exercise Common Shares 2,461.05 $0.00 --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Performance Share Units -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Shares — 13,070.178 shares (Direct); Option (Right to Buy) — 80,000 shares (Direct); Performance Share Units — 40,418.179 shares (Direct); Common Shares — 235,228 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. The shares reported represent an award of performance based restricted share units ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 PBRSUs will 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 condition. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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.
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*
Siddiqui Sami A.

(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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
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 12/31/2025 M 2,461.05 A (1) 13,070.1779 D
Common Shares 235,228 I By Trust(2)
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) $55.55 (3) 02/23/2027 Common Shares 80,000 80,000 D
Option (Right to Buy) $66.31 (3) 02/20/2030 Common Shares 20,000 20,000 D
Restricted Share Units (4) 12/31/2025 M 2,461.05 (5) (5) Common Shares 2,461.05 $0 0 D
Restricted Share Units (4) (6) (6) Common Shares 2,437.1395 2,437.1395 D
Performance Share Units (7) 02/22/2026 02/22/2026 Common Shares 40,418.1787 40,418.1787 D
Restricted Share Units (4) (8) (8) Common Shares 7,400.2855 7,400.2855 D
Performance Share Units (9) 03/15/2027 03/15/2027 Common Shares 49,297.3684 49,297.3684 D
Restricted Share Units (4) (10) (10) Common Shares 7,737.2878 7,737.2878 D
Performance Share Units (11) 03/15/2028 03/15/2028 Common Shares 70,928.2212 70,928.2212 D
Performance Share Units (12) 05/21/2030 05/21/2030 Common Shares 74,846.2871 74,846.2871 D
Explanation of Responses:
1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.
2. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.
3. These options are fully vested and exercisable.
4. Each restricted share unit represents a contingent right to receive one common share.
5. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025.
6. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
7. 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.
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 ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 PBRSUs will 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 condition.
12. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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/ Jill Granat, as Attorney-in-Fact for Sami Siddiqui 01/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Restaurant Brands (QSR) report for its CFO?

The chief financial officer, Sami Siddiqui, reported the vesting of 2,461.05 restricted share units on December 31, 2025, which converted into common shares.

How many Restaurant Brands (QSR) shares does the CFO own after this transaction?

After the reported transaction, Sami Siddiqui directly owns 13,070.1779 common shares and indirectly owns 235,228 common shares through a revocable trust.

What stock options does the Restaurant Brands (QSR) CFO hold?

He holds fully vested options to buy 80,000 common shares at $55.55 per share expiring on February 23, 2027, and 20,000 common shares at $66.31 per share expiring on February 20, 2030.

What are the restricted share units reported by the Restaurant Brands (QSR) CFO?

Each restricted share unit represents a contingent right to receive one common share. Several RSU awards vest in equal annual installments, with remaining vesting dates including December 15, 2026, December 15, 2027, and December 15, 2028.

What are the performance-based restricted share units (PBRSUs) held by the Restaurant Brands (QSR) CFO?

He holds multiple PBRSU awards with performance periods ending on December 31, 2025, February 23, 2027, February 28, 2028, and May 21, 2028, which, to the extent earned, are scheduled to vest on dates including February 22, 2026, March 15, 2027, March 15, 2028, and May 21, 2030.

How are tax obligations handled for the Restaurant Brands (QSR) CFO’s vested RSUs?

The filing explains that any shares withheld or sold to satisfy tax obligations in connection with settlement of vested restricted share units will be reported separately.