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Restaurant Brands (QSR) major holder moves 4.78M exchangeable units in cash exchange

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

Rhea-AI Filing Summary

Restaurant Brands International Inc. large shareholder 3G Restaurant Brands Holdings LP reported transactions involving RBI Limited Partnership exchangeable units linked to common shares. On August 10, 2026, 3G RBH submitted an exchange notice for 2,784,549 exchangeable units, which RBI LP, at RBI’s election as general partner, will repurchase for cash, with the exchange to be settled as of the close of business on August 31, 2026. On the same date, 3G RBH also transferred an additional 2,000,183 exchangeable units for no consideration, as part of the broader transfer of 4,784,732 exchangeable units. The exchangeable units are convertible into RBI common shares or a cash amount determined by a 20-trading-day weighted average price, and this conversion right has no expiration date.

Positive

  • None.

Negative

  • None.
Insider 3G Restaurant Brands Holdings General Partner Ltd., 3G Restaurant Brands Holdings LP
Role 10% Owner | 10% Owner
Type Security Shares Price Value
Conversion Exchangeable Units F1, F2, F3 2,784,549 -- --
Other Exchangeable Units F1, F2, F3 2,000,183 -- --
Holdings After Transaction: Exchangeable Units — 190,746,523 shares (Indirect, See Footnotes)
Footnotes (3)
  1. F1. Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI's common shares 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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
  2. F2. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH") and HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH or HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
  3. F3. On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units for which 3G RBH submitted an exchange notice (the "Notice") to RBI LP pursuant to the terms of the limited partnership agreement of RBI LP and other Exchangeable Units that 3G RBH has transferred for no consideration. As announced by RBI on August 10, 2026, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by repurchasing 2,784,549 exchangeable units for cash. The exchange notice became irrevocable on August 10, 2026 with respect to 2,784,549 exchangeable units. The Exchange will be settled in cash and effected as of the close of business on August 31, 2026.
Exchange notice units 2,784,549 exchangeable units Units subject to exchange notice to be repurchased for cash as of August 31, 2026
Additional units transferred 2,000,183 exchangeable units Other exchangeable units transferred by 3G RBH for no consideration on August 10, 2026
Total units moved 4,784,732 exchangeable units Total RBI LP exchangeable units transferred by 3G RBH on August 10, 2026
Underlying common shares 2,784,549 common shares Underlying common shares corresponding to the 2,784,549 exchangeable units in the conversion transaction
Additional underlying shares 2,000,183 common shares Underlying common shares corresponding to the 2,000,183 exchangeable units in the other transaction
exchangeable units financial
"Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit"
limited partnership agreement financial
"pursuant to the terms of the limited partnership agreement of RBI LP"
A limited partnership agreement is the legal rulebook that sets out how a limited partnership is run, naming who manages the business, how profits and losses are split, and what rights and responsibilities each partner has. For investors, it matters because it defines who makes decisions, how much liability they carry, how and when they can get their money back, and how returns are distributed—like a household budget and authority chart for a shared venture.
dispositive power financial
"may be deemed to have voting and dispositive power with respect to the reported securities"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
beneficial ownership financial
"disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest"

FAQ

What insider transactions did QSR’s 3G Restaurant Brands Holdings report on August 10, 2026?
3G Restaurant Brands Holdings LP reported an exchange-related transaction for 2,784,549 exchangeable units to be repurchased for cash and a separate transfer of 2,000,183 exchangeable units for no consideration, totaling 4,784,732 exchangeable units moved.

How many Restaurant Brands (QSR) exchangeable units will be repurchased for cash?
RBI LP elected to repurchase 2,784,549 exchangeable units for cash. The cash amount will be determined by a weighted average trading price formula referenced to RBI’s common shares over 20 trading days before the exchange date.

When will the QSR exchangeable units transaction with 3G Restaurant Brands settle?
The exchange of 2,784,549 exchangeable units for cash will be effected as of the close of business on August 31, 2026. The exchange notice for these units became irrevocable on August 10, 2026.

What are QSR’s RBI LP exchangeable units and how can they be settled?
Each RBI LP exchangeable unit is convertible into RBI common shares or a cash amount based on a 20-day weighted average trading price, at the discretion of RBI LP’s general partner, and this conversion right has no expiration date.

Were the August 10, 2026 QSR insider transactions under a Rule 10b5-1 plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirmative. The disclosure does not state that the August 10, 2026 transactions by 3G Restaurant Brands Holdings LP were executed under a Rule 10b5-1 trading plan.

Who holds voting and dispositive power over the QSR exchangeable units in this Form 4?
The filing states that 3G Restaurant Brands Holdings General Partner Ltd. is general partner of 3G RBH and HL1 and may be deemed to have voting and dispositive power over the securities they hold, while disclosing that beneficial ownership is disclaimed except for any pecuniary interest.

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Form 4 Insider Transactions: What Each Field Means →
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*
3G Restaurant Brands Holdings General Partner Ltd.
(Last)(First)(Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10016
(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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
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
Exchangeable Units(1)(2)(1)08/10/2026C(3)2,784,549 (1) (1)Common Shares2,784,549(1)96,373,353ISee Footnotes(1)(2)(3)
Exchangeable Units(1)(2)(1)08/10/2026J(3)2,000,183 (1) (1)Common Shares2,000,183(1)94,373,170ISee Footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings General Partner Ltd.
(Last)(First)(Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10016
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
3G Restaurant Brands Holdings LP
(Last)(First)(Middle)
C/O 3G CAPITAL INC.
600 THIRD AVENUE, 37TH FLOOR
(Street)
NEW YORK NEW YORK 10016
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI's common shares 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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
2. 3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH") and HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH or HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
3. On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units for which 3G RBH submitted an exchange notice (the "Notice") to RBI LP pursuant to the terms of the limited partnership agreement of RBI LP and other Exchangeable Units that 3G RBH has transferred for no consideration. As announced by RBI on August 10, 2026, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by repurchasing 2,784,549 exchangeable units for cash. The exchange notice became irrevocable on August 10, 2026 with respect to 2,784,549 exchangeable units. The Exchange will be settled in cash and effected as of the close of business on August 31, 2026.
/s/ Flavio Montini08/12/2026
/s/ Flavio Montini08/12/2026
** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR