Restaurant Brands (QSR) executive reports tax-cover share sale and new equity units

Rhea-AI Filing Summary

Restaurant Brands International Inc. President, International Thiago T. Santelmo reported several equity transactions in company securities. On January 7, 2026, he sold 699.1704 common shares of Restaurant Brands International Inc. at $67.44 per share, leaving him with 64,088.2768 common shares held directly. The filing explains this sale represents shares sold to cover withholding taxes tied to previously vested restricted share units.

On January 6, 2026, Santelmo acquired small additional amounts of common shares and multiple awards of restricted share units and performance share units, largely from dividend equivalent rights accruing on existing awards. He also reports direct holdings of exchangeable units and fully vested stock options with various exercise prices and expiration dates, reflecting his ongoing long-term equity incentive position in Restaurant Brands International Inc.

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^*

SANTELMO THIAGO T

(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)
	President, International

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		17.2843(1)	A	$0	64,787.4472	D
Common Shares	01/07/2026		S		699.1704(2)	D	$67.44	64,088.2768	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
Exchangeable Units(3)	(3)							(3)	(3)	Common Shares	205		205	D
Option (Right to Buy)	$55.55							(4)	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							(4)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(4)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(5)	01/06/2026		A		20.1271(6)		(7)	(7)	Common Shares	20.1271	$0	2,186.7167	D
Restricted Share Units	(5)	01/06/2026		A		27.8933(6)		(8)	(8)	Common Shares	27.8933	$0	3,030.4769	D
Performance Share Units	(9)	01/06/2026		A		180.2285(10)		02/22/2026	02/22/2026	Common Shares	180.2285	$0	19,580.9543	D
Performance Share Units	(11)	01/06/2026		A		281.8431(10)		03/15/2027	03/15/2027	Common Shares	281.8431	$0	30,620.8904	D
Restricted Share Units	(5)	01/06/2026		A		51.0685(6)		(12)	(12)	Common Shares	51.0685	$0	5,548.3447	D
Performance Share Units	(13)	01/06/2026		A		380.7037(10)		03/15/2028	03/15/2028	Common Shares	380.7037	$0	41,361.6136	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. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common share on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

4. These options are fully vested and exercisable.

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

6. 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.

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 ("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.

10. 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.

11. 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 period.

12. 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.

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 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 Thiago Santelmo	01/08/2026
	** 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).
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FAQ

What insider transactions did QSR executive Thiago Santelmo report on this Form 4?

Thiago T. Santelmo, President, International of Restaurant Brands International Inc. (QSR), reported a sale of 699.1704 common shares on January 7, 2026 and multiple equity awards and adjustments on January 6, 2026, including restricted share units, performance share units, and dividend equivalent-related share settlements.

At what price were Restaurant Brands International (QSR) shares sold in this filing?

The Form 4 shows a sale of 699.1704 common shares of Restaurant Brands International Inc. at a price of $67.44 per share on January 7, 2026.

How many Restaurant Brands International (QSR) common shares does Thiago Santelmo hold after these transactions?

Following the reported transactions, Thiago T. Santelmo holds 64,088.2768 common shares of Restaurant Brands International Inc. directly.

Why did the QSR insider sell 699.1704 shares according to the Form 4 footnotes?

The footnotes state that the 699.1704 common shares sold on January 7, 2026 represent shares sold to cover withholding tax obligations related to the settlement of previously reported vested restricted share units.

What types of equity awards are reported for QSR executive Thiago Santelmo?

The filing lists restricted share units, performance share units tied to multi-year performance periods, dividend equivalent rights that settle in shares, exchangeable units, and fully vested stock options (rights to buy common shares) with specified exercise prices and expiration dates.

Are the options held by QSRs Thiago Santelmo vested and exercisable?

The explanation of responses notes that the reported stock options are fully vested and exercisable, with each option giving a right to buy Restaurant Brands International Inc. common shares at the stated exercise price.