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Restaurant Brands (NYSE: QSR) grants PSUs and RSUs to Tim Hortons president

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

Rhea-AI Filing Summary

Schwan Axel reported acquisition or exercise transactions in this Form 4 filing.

Restaurant Brands International Inc. executive Axel Schwan reported new equity awards and his current holdings. On July 7, 2026, he received grants of performance share units and restricted share units tied to Restaurant Brands’ common shares, with vesting schedules and, for certain performance-based awards, multi‑year performance periods ending in 2027, 2028, and 2029. After these awards, he holds common shares directly as well as fully vested stock options and multiple tranches of PSUs and RSUs scheduled to vest on future dates.

Positive

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Insights

Routine equity grants increase Axel Schwan’s stock-based pay without any open-market buying or selling.

Pres. Tim Hortons US & Canada Axel Schwan received several equity awards in the form of performance share units and restricted share units on July 7, 2026. These grants, including 793.4549 and 569.5559 performance share units in different cycles, are compensation awards at a price of 0.0000 per unit rather than market purchases.

The performance-based RSUs labeled 2024 PBRSUs, 2025 PBRSUs, and 2026 PBRSUs have performance periods running through February 23, 2027, February 28, 2028, and February 25, 2029, vesting on March 15 of the following year if performance conditions are met. Other RSUs vest in equal annual installments with remaining vestings on specific December 15 dates. Schwan also retains stock options on 56,000, 30,000, and 40,000 underlying shares at exercise prices of 66.3100, 64.7500, and 58.4400 per share, which are fully vested and exercisable.

Overall, the activity reflects ongoing long-term incentive compensation rather than discretionary trading, with value to Schwan depending on future share price and the achievement of stated performance conditions by the relevant performance end dates.

Insider Schwan Axel
Role Pres., Tim Hortons US & Canada
Type Security Shares Price Value
Grant/Award Restricted Share Units 38.798 $0.00 --
Grant/Award Restricted Share Units 64.07 $0.00 --
Grant/Award Performance Share Units 508.956 $0.00 --
Grant/Award Restricted Share Units 84.107 $0.00 --
Grant/Award Performance Share Units 569.556 $0.00 --
Grant/Award Restricted Share Units 100.622 $0.00 --
Grant/Award Performance Share Units 793.455 $0.00 --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 4,411.056 shares (Direct, null); Performance Share Units — 57,864.349 shares (Direct, null); Option (Right to Buy) — 40,000 shares (Direct, null); Common Shares — 197,481.929 shares (Direct, null)
Footnotes (1)
  1. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. 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. 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. 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 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. 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. 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.
Common shares held 197,481.9293 shares Direct common share holdings following the reported transactions
Vested option @66.3100 56,000 underlying shares at $66.3100 Fully vested stock option expiring February 20, 2030
Vested option @64.7500 30,000 underlying shares at $64.7500 Fully vested stock option expiring February 21, 2029
Vested option @58.4400 40,000 underlying shares at $58.4400 Fully vested stock option expiring February 22, 2028
2026 PBRSU grant size 793.4549 units Performance share units granted with performance period ending February 25, 2029
2025 PBRSU grant size 569.5559 units Performance share units granted with performance period ending February 28, 2028
RSU grant size 100.6218 units Restricted share unit award with equal annual vesting installments
performance based restricted share units ("2024 PBRSUs") financial
"The shares reported represent an award of performance based restricted share units ("2024 PBRSUs")"
dividend equivalent rights financial
"Represents dividend equivalent rights that accrued on the underlying award of restricted share units."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
performance period financial
"will have a performance period beginning February 23, 2024 and ending February 23, 2027"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
vesting financial
"These restricted share units vest in equal annual installments."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
performance condition financial
"subject to increase or decrease based on the results of the performance condition."
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FAQ

What equity awards did Axel Schwan report for Restaurant Brands International (QSR)?

Axel Schwan reported new grants of performance share units and restricted share units on July 7, 2026. These awards relate to Restaurant Brands’ common shares and vest over several years, in some cases only if specified performance conditions are achieved.

Did Axel Schwan buy or sell Restaurant Brands International (QSR) shares in this Form 4?

No open-market purchases or sales are shown. The report lists equity awards coded “A” as grants or other acquisitions and holdings of existing common shares and options, without any reported buy or sell transactions.

How many common shares does Axel Schwan hold after the reported transactions at Restaurant Brands (QSR)?

After the reported activity, Axel Schwan is shown holding 197,481.9293 common shares directly. This figure reflects his position following the July 7, 2026 report and provides context for his equity exposure as an executive.

What stock options on Restaurant Brands International (QSR) shares does Axel Schwan retain?

Schwan holds fully vested options over 56,000, 30,000, and 40,000 Restaurant Brands common shares at exercise prices of 66.3100, 64.7500, and 58.4400 per share, expiring in 2030, 2029, and 2028, respectively.

When do Axel Schwan’s Restaurant Brands (QSR) performance-based RSUs vest and depend on performance?

The 2024 PBRSUs, 2025 PBRSUs, and 2026 PBRSUs have performance periods ending on February 23, 2027, February 28, 2028, and February 25, 2029, respectively, and, to the extent earned, vest on March 15, 2027, March 15, 2028, and March 15, 2029.

How do dividend equivalent rights affect Axel Schwan’s RSU and PSU awards at Restaurant Brands (QSR)?

Certain entries represent dividend equivalent rights that accrue when dividends are paid on underlying common shares. These rights vest, settle, and expire on the same terms as the related restricted share units or performance-based RSUs.
SEC Form 4
FORM 4UNITED 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*
Schwan Axel

(Last)(First)(Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT DRIVE

(Street)
MIAMI FLORIDA 33126

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres., Tim Hortons US & Canada
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares197,481.9293D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy)$58.44 (1)02/22/2028Common Shares40,00040,000D
Option (Right to Buy)$64.75 (1)02/21/2029Common Shares30,00030,000D
Option (Right to Buy)$66.31 (1)02/20/2030Common Shares56,00056,000D
Restricted Share Units(2)07/07/2026A38.7982(3) (4) (4)Common Shares38.7982$04,411.0563D
Restricted Share Units(2)07/07/2026A64.0703(3) (5) (5)Common Shares64.0703$07,284.2954D
Performance Share Units(6)07/07/2026A508.9557(7)03/15/202703/15/2027Common Shares508.9557$057,864.3487D
Restricted Share Units(2)07/07/2026A84.1074(3) (8) (8)Common Shares84.1074$09,562.3645D
Performance Share Units(9)07/07/2026A569.5559(7)03/15/202803/15/2028Common Shares569.5559$064,754.1246D
Restricted Share Units(2)07/07/2026A100.6218(3) (10) (10)Common Shares100.6218$011,439.9227D
Performance Share Units(11)07/07/2026A793.4549(7)03/15/202903/15/2029Common Shares793.4549$090,209.7233D
Explanation of Responses:
1. These options are fully vested and exercisable.
2. Each restricted share unit represents a contingent right to receive one common share.
3. 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.
4. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
5. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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 Axel Schwan07/09/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)