Restaurant Brands (QSR) officer details RSU vesting and tax share sales

Rhea-AI Filing Summary

Restaurant Brands International executive Peter Perdue, President of Popeyes US & Canada, reported equity transactions on 12/15/2025. Several restricted share unit awards vested and delivered common shares, while portions of stock were sold at $70.8733 per share solely to cover withholding taxes. After these moves, he directly owns 36,506.8958 common shares.

He also continues to hold stock options to buy 10,000 shares at $64.75 and 12,000 shares at $66.31, plus time‑based and performance‑based restricted share units. These include 2023 performance‑based units covering 12,125.4536 shares with a performance period through 12/31/2025 that vest on 02/22/2026, along with additional performance awards tied to results through 2027 and 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^*

PERDUE PETER

(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, Popeyes-US & Canada

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		494	A	$0	35,602.182	D
Common Shares	12/15/2025		S(1)		194.389	D	$70.8733	35,407.793	D
Common Shares	12/15/2025		M		1,073.413	A	$0	36,481.206	D
Common Shares	12/15/2025		S(1)		422.3882	D	$70.8733	36,058.8178	D
Common Shares	12/15/2025		M		738.7928	A	$0	36,797.6106	D
Common Shares	12/15/2025		S(1)		290.7148	D	$70.8733	36,506.8958	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)	$64.75							(2)	02/21/2029	Common Shares	10,000		10,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	12,000		12,000	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	877.9716		877.9716	D
Restricted Share Units	(3)	12/15/2025		M			494	(5)	(5)	Common Shares	494	$0	494	D
Performance Share Units	(6)							02/22/2026	02/22/2026	Common Shares	12,125.4536		12,125.4536	D
Restricted Share Units	(3)	12/15/2025		M			1,073.413	(7)	(7)	Common Shares	1,073.413	$0	2,145.7643	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	11,972.1119		11,972.1119	D
Restricted Share Units	(3)	12/15/2025		M			738.7928	(9)	(9)	Common Shares	738.7928	$0	2,215.351	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	13,396.9135		13,396.9135	D

Explanation of Responses:

1. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's restricted share units.

2. These options are fully vested and exercisable.

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

4. These restricted share units vest on December 31, 2025.

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

8. 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.

9. 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.

10. 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 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/ David Wallace, Attorney-in-Fact for Peter Perdue	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Which Restaurant Brands International (QSR) insider reported this transaction and what is their role?

The reporting person is Peter Perdue, who serves as President, Popeyes‑US & Canada at Restaurant Brands International Inc.

What happened in the 12/15/2025 insider transactions at Restaurant Brands International (QSR)?

On 12/15/2025, several of Peter Perdue’s restricted share units vested into common shares, and some shares were sold at $70.8733 per share to cover withholding tax obligations.

How many Restaurant Brands International (QSR) shares does the insider own after these transactions?

Following the reported activity, Peter Perdue directly owns 36,506.8958 common shares of Restaurant Brands International Inc.

At what price were QSR shares sold to cover tax withholding?

The common shares sold to satisfy withholding tax obligations were sold at a price of $70.8733 per share.

What stock options does the Restaurant Brands International (QSR) officer hold after the transactions?

Peter Perdue holds stock options to buy 10,000 common shares at an exercise price of $64.75 expiring on 02/21/2029 and 12,000 common shares at $66.31 expiring on 02/20/2030, and these options are described as fully vested and exercisable.

What performance-based equity awards in QSR does the insider hold and when can they vest?

Peter Perdue holds performance-based restricted share units including 2023 PBRSUs covering 12,125.4536 shares with a performance period from 01/01/2023 to 12/31/2025 that may vest on 02/22/2026, 2024 PBRSUs covering 11,972.1119 shares with a performance period from 02/23/2024 to 02/23/2027 vesting on 03/15/2027, and 2025 PBRSUs covering 13,396.9135 shares with a performance period from 02/28/2025 to 02/28/2028 vesting on 03/15/2028, in each case to the extent earned based on performance conditions.