Restaurant Brands (QSR) president reports share sale and new equity awards

Rhea-AI Filing Summary

Restaurant Brands International executive Thomas Benjamin Curtis, President of Burger King US & Canada, reported several equity-related transactions. On January 7, 2026, he sold 1,171.5928 common shares of Restaurant Brands International at $67.44 per share to cover withholding tax obligations tied to previously vested restricted share units, and held 76,409.5053 common shares directly afterward. On January 6, 2026, he acquired 24.1515 common shares from dividend equivalent rights on vested restricted share units.

He also received multiple awards of restricted share units and performance share units, including 2023, 2024 and 2025 performance-based RSUs, which can settle in common shares depending on performance results. These units generally vest in annual installments or on specific dates in 2026, 2027 and 2028, with dividend equivalent rights accruing and vesting on the same terms as the underlying awards.

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^*

CURTIS THOMAS BENJAMIN

(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., BK US & CA

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		24.1515(1)	A	$0	77,581.0981	D
Common Shares	01/07/2026		S		1,171.5928(2)	D	$67.44	76,409.5053	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
Restricted Share Units	(3)	01/06/2026		A		23.1086(4)		(5)	(5)	Common Shares	23.1086	$0	2,510.6339	D
Performance Share Units	(6)	01/06/2026		A		450.5712(7)		02/22/2026	02/22/2026	Common Shares	450.5712	$0	48,952.3857	D
Restricted Share Units	(3)	01/06/2026		A		71.6172(4)		(8)	(8)	Common Shares	71.6172	$0	7,780.8673	D
Performance Share Units	(9)	01/06/2026		A		588.808(7)		03/15/2027	03/15/2027	Common Shares	588.808	$0	63,971.1388	D
Restricted Share Units	(3)	01/06/2026		A		67.1813(4)		(10)	(10)	Common Shares	67.1813	$0	7,298.9253	D
Performance Share Units	(11)	01/06/2026		A		585.7031(7)		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. Each restricted share unit represents a contingent right to receive one common share.

4. 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.

5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.

6. 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.

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 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 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 Thomas Benjamin Curtis	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did QSR executive Thomas Benjamin Curtis report?

Curtis reported acquiring 24.1515 Restaurant Brands International common shares from dividend equivalent rights on January 6, 2026, and selling 1,171.5928 common shares on January 7, 2026 to cover tax withholding on vested restricted share units.

How many QSR common shares does Thomas Benjamin Curtis hold after these transactions?

Following the reported transactions, Thomas Benjamin Curtis directly beneficially owned 76,409.5053 common shares of Restaurant Brands International.

Why did the QSR insider sell 1,171.5928 shares on January 7, 2026?

The 1,171.5928 common shares sold on January 7, 2026 at $67.44 per share were reported as being sold to cover withholding tax obligations related to the settlement of previously vested restricted share units.

What restricted share unit (RSU) awards were reported by QSR executive Thomas Benjamin Curtis?

Curtis reported several restricted share unit transactions, including awards and related dividend equivalent rights. Each RSU represents a contingent right to receive one common share and many of these units vest in equal annual installments with remaining vesting dates that include December 15, 2026, 2027 and 2028.

What performance share units (PSUs) linked to QSR shares were disclosed in this Form 4?

The filing lists performance-based restricted share units for 2023 PBRSUs, 2024 PBRSUs and 2025 PBRSUs. Their performance periods run from January 1, 2023 to December 31, 2025, February 23, 2024 to February 23, 2027, and February 28, 2025 to February 28, 2028, respectively, with potential vesting on February 22, 2026, March 15, 2027 and March 15, 2028, depending on performance results.

What role does Thomas Benjamin Curtis hold at Restaurant Brands International (QSR)?

In this filing, Thomas Benjamin Curtis is identified as an officer of Restaurant Brands International, serving as President, Burger King US & Canada.