Restaurant Brands (QSR) chief corporate officer reports share sale and PSU vesting

Rhea-AI Filing Summary

Restaurant Brands International Chief Corporate Officer Fulton Duncan reported multiple equity transactions in company securities. On February 23, 2026, he executed an open-market sale of 10,307.9375 common shares at $67.51 per share, with a footnote stating the shares were sold to cover withholding tax obligations on vested performance-based restricted share units.

On February 22, 2026, he exercised performance share units, acquiring 19,256.3749 common shares through a derivative conversion, and his directly held common share balance after these transactions was 49,676.9168 shares. He also continues to hold various option, restricted share unit, and performance-based restricted share unit awards that vest over future dates based on time and performance conditions.

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^*

Fulton Duncan

(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)
	Chief Corporate Officer

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		19,256.3749(1)	A	$0	59,984.8543	D
Common Shares	02/23/2026		S		10,307.9375(2)	D	$67.51(3)	49,676.9168	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)	$63.64(4)							(5)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(6)							(5)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(7)							(8)	(8)	Common Shares	2,456.9149		2,456.9149	D
Performance Share Units	(9)	02/22/2026		M			24,070.4687	02/22/2026	02/22/2026	Common Shares	24,070.4687	$0	0	D
Restricted Share Units	(7)							(10)	(10)	Common Shares	5,149.0219		5,149.0219	D
Performance Share Units	(11)							03/15/2027	03/15/2027	Common Shares	21,257.4006		21,257.4006	D
Restricted Share Units	(7)							(12)	(12)	Common Shares	4,877.3256		4,877.3256	D
Performance Share Units	(13)							03/15/2028	03/15/2028	Common Shares	23,865.9098		23,865.9098	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. The reported shares were sold in Canadian dollars at a price of CAD$92.41 per share. The sale price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on the sale date.

4. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date.

5. These options are fully vested and exercisable.

6. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date.

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

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

9. 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.

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

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 condition.

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 on 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, as Attorney-in-Fact for Duncan Fulton	02/24/2026
	** 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

What did Restaurant Brands International (QSR) executive Fulton Duncan report in this Form 4?

Fulton Duncan reported a tax-related sale and equity award activity. He sold 10,307.9375 common shares and acquired 19,256.3749 common shares via performance share unit conversion, while also updating his remaining option and share unit holdings and vesting schedules.

How many Restaurant Brands International (QSR) shares did Fulton Duncan sell and at what price?

He sold 10,307.9375 common shares at $67.51 per share. A footnote explains these shares were sold in Canadian dollars, then converted using the Bank of Canada daily exchange rate, and the transaction was to cover withholding tax obligations on vested performance-based restricted share units.

Did Fulton Duncan acquire additional Restaurant Brands International (QSR) shares in this filing?

Yes, he acquired 19,256.3749 common shares through the exercise or conversion of performance share units. These performance-based restricted share units had a defined performance period, vested based on results, and settled into common shares as part of his long-term incentive compensation.

What is Fulton Duncan’s Restaurant Brands International (QSR) common share holding after these transactions?

After the reported sale and derivative share conversion, his directly held common shares total 49,676.9168. This figure reflects his updated ownership position in common shares, excluding separate holdings of options, restricted share units, and performance share units reported as derivative or award positions.

Why were some of Fulton Duncan’s Restaurant Brands International (QSR) shares sold?

A footnote states the shares sold represent stock used to cover withholding tax obligations from the settlement of performance-based restricted share units. This means a portion of vested equity awards was sold to satisfy tax requirements rather than as a discretionary portfolio decision.

What performance-based awards are mentioned for Restaurant Brands International (QSR) in this Form 4?

The filing references 2023, 2024, and 2025 performance-based restricted share units. The 2023 PBRSUs vested at 80% of target after a performance period ending December 31, 2025, while 2024 and 2025 PBRSUs have multi-year performance periods ending in 2027 and 2028, respectively.

How do Fulton Duncan’s restricted share units in Restaurant Brands International (QSR) vest over time?

Several restricted share unit awards vest in equal annual installments, with remaining vesting dates noted in December 2026, December 2027, and December 2028. Each restricted share unit represents a contingent right to receive one common share upon satisfaction of the time-based vesting conditions.