Restaurant Brands (NYSE: QSR) exec sells shares, PBRSUs vest at 80%

Rhea-AI Filing Summary

Restaurant Brands International Inc. officer Jeffrey Housman reported multiple equity transactions. On February 23, 2026, he completed an open‑market sale of 7,705.1055 common shares at $67.51 per share, with a footnote stating the sale was to cover withholding tax obligations on the settlement of performance‑based restricted share units.

On February 22, 2026, he exercised performance share units into 19,580.9543 common shares at a stated price of $0.00 per share and now holds 159,961.9254 common shares directly. The filing also lists direct holdings of exchangeable units, stock options, restricted share units, and additional performance share units with various vesting schedules and performance periods.

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^*

Housman Jeffrey

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 WATERFORD DISTRICT 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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

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	02/22/2026		M		19,580.9543(1)	A	$0	167,667.0309	D
Common Shares	02/23/2026		S		7,705.1055(2)	D	$67.51	159,961.9254	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	431		431	D
Option (Right to Buy)	$55.55							(4)	02/24/2027	Common Shares	20,000		20,000	D
Option (Right to Buy)	$58.44							(4)	02/23/2028	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(4)	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,580.2816		2,580.2816	D
Performance Share Units	(7)	02/22/2026		M			24,476.1929	02/22/2026	02/22/2026	Common Shares	24,476.1929	$0	0	D
Restricted Share Units	(5)							(8)	(8)	Common Shares	5,322.6234		5,322.6234	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	28,431.6173		28,431.6173	D
Restricted Share Units	(5)							(10)	(10)	Common Shares	5,666.5711		5,666.5711	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	34,202.6933		34,202.6933	D

Explanation of Responses:

1. The 2023 PBRSUs vested at 80% of target based on the results of the performance condition.

2. Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based 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 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 Restaurant Brands International Limited 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.

7. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target.

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:

Chief People & Services Officer

	/s/ David Wallace, as Attorney-in-Fact for Jeffrey Housman	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did QSR officer Jeffrey Housman report?

Jeffrey Housman reported exercising performance share units into common shares and selling 7,705.1055 common shares. The sale was explicitly described as covering tax withholding on performance-based restricted share unit vesting, indicating an administrative transaction rather than a discretionary portfolio change.

How many Restaurant Brands (QSR) shares did the insider sell and at what price?

He sold 7,705.1055 common shares of Restaurant Brands International at $67.51 per share. A footnote explains these shares were sold specifically to satisfy withholding tax obligations tied to the settlement of performance-based restricted share units granted to him.

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

After the reported transactions, Jeffrey Housman directly owns 159,961.9254 common shares. This figure reflects the net result of his performance share unit conversion into common stock and the subsequent tax-related sale detailed in the Form 4 filing.

What equity awards and units besides common shares does the QSR insider hold?

The filing shows holdings of exchangeable units, several option grants, restricted share units, and performance share units. These instruments have different vesting schedules and, for performance share units, multi‑year performance periods that determine how many common shares ultimately become earned.

Were the Restaurant Brands (QSR) performance-based RSUs fully earned for this insider?

A footnote states that 2023 performance-based restricted share units vested at 80% of target based on performance through December 31, 2025. The earned portion vested on February 22, 2026, resulting in share settlement and the related tax-withholding share sale.

Do future performance-based awards remain outstanding for the QSR insider?

Yes. Footnotes describe 2024 and 2025 performance-based restricted share units with performance periods running into 2027 and 2028. The number of common shares ultimately earned from these awards will depend on future performance results over those stated timeframes.