Restaurant Brands (QSR) executive Axel Schwan reports share sale and equity awards

Rhea-AI Filing Summary

Restaurant Brands International executive Axel Schwan reported equity compensation activity and a related share sale. On January 6, 2026, he acquired 36.745 common shares of Restaurant Brands International Inc. through the settlement of dividend equivalent rights on previously vested restricted share units, bringing his directly owned common shares to 166,839.7907.

On January 7, 2026, he sold 2,186.7596 common shares at $67.44 per share to cover withholding tax obligations on restricted share unit settlements, reducing his directly owned common shares to 164,653.0311. He also holds fully vested stock options covering 40,000, 30,000 and 56,000 common shares at exercise prices of $58.44, $64.75 and $66.31, respectively, plus multiple restricted share units and performance share units (with associated dividend equivalent rights) scheduled to vest between February 22, 2026 and March 15, 2028.

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

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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^*

Schwan Axel

(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)
	Pres., Tim Hortons Americas

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		36.745(1)	A	$0	166,839.7907	D
Common Shares	01/07/2026		S		2,186.7596(2)	D	$67.44	164,653.0311	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)	$58.44							(3)	02/22/2028	Common Shares	40,000		40,000	D
Option (Right to Buy)	$64.75							(3)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(3)	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(4)	01/06/2026		A		39.8981(5)		(6)	(6)	Common Shares	39.8981	$0	4,334.7404	D
Performance Share Units	(7)	01/06/2026		A		750.9521(8)		02/22/2026	02/22/2026	Common Shares	750.9521	$0	81,587.3096	D
Restricted Share Units	(4)	01/06/2026		A		65.8867(5)		(9)	(9)	Common Shares	65.8867	$0	7,158.2694	D
Performance Share Units	(10)	01/06/2026		A		523.3849(8)		03/15/2027	03/15/2027	Common Shares	523.3849	$0	56,863.2345	D
Restricted Share Units	(4)	01/06/2026		A		86.4919(5)		(11)	(11)	Common Shares	86.4919	$0	9,396.9255	D
Performance Share Units	(12)	01/06/2026		A		585.7031(8)		03/15/2028	03/15/2028	Common Shares	585.7031	$0	63,633.81	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. These options are fully vested and exercisable.

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 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. 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.

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

10. 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.

11. 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.

12. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 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.

Remarks:

	/s/ Jill Granat, as Attorney-in-Fact for Axel Schwan	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Restaurant Brands International (QSR) disclose for Axel Schwan?

The company reported that Axel Schwan, Pres., Tim Hortons Americas, acquired 36.745 common shares on January 6, 2026 from dividend equivalent rights and sold 2,186.7596 common shares on January 7, 2026 at $67.44 per share to cover tax withholding on restricted share unit settlements.

How many Restaurant Brands International (QSR) shares does Axel Schwan own after these transactions?

Following the reported transactions, Axel Schwan directly owns 164,653.0311 common shares of Restaurant Brands International Inc.

Why did Axel Schwan sell Restaurant Brands International (QSR) shares on January 7, 2026?

The 2,186.7596 common shares sold on January 7, 2026 at $67.44 per share represent shares sold to cover withholding tax obligations arising from the settlement of previously reported restricted share unit vestings.

What stock options does Axel Schwan hold in Restaurant Brands International (QSR)?

Axel Schwan holds fully vested options to buy 40,000 common shares at an exercise price of $58.44, 30,000 common shares at $64.75, and 56,000 common shares at $66.31, all noted as fully vested and exercisable.

What restricted share units and performance share units were reported for Axel Schwan at Restaurant Brands International (QSR)?

The filing lists multiple restricted share units and performance share units, including grants with associated dividend equivalent rights. These units generally represent contingent rights to receive common shares and are scheduled to vest in annual installments, with remaining vesting dates referenced as December 15, 2026, December 15, 2027, December 15, 2028, and performance-based awards with performance periods ending on December 31, 2025, February 23, 2027, and February 28, 2028.

What are dividend equivalent rights in the context of Axel Schwan’s QSR equity awards?

Dividend equivalent rights are amounts that accrue when and as dividends are paid on common shares underlying restricted share units or performance-based restricted share units. They vest proportionately with, and are settled or expire on the same terms as, the underlying units, and in this case resulted in additional common shares being credited to Axel Schwan.