Restaurant Brands (QSR) insider sells 59,406 shares; long-term awards intact

Rhea-AI Filing Summary

Thiago T. Santelmo, President, International at Restaurant Brands International Inc. (QSR), reported changes on 10/07/2025. The filing shows a disposition of 59,406.1569 common shares and reports a mix of equity holdings including fully vested options, exchangeable units, restricted share units (RSUs) and multiple performance-based restricted share unit (PSU) awards. Several RSU tranches and dividend equivalent accruals vest through 12/31/2028 and the disclosed PSUs have performance periods ending on 12/31/2025, 02/23/2027, and 02/28/2028 with vesting/settlement dates in 2026, 2027, and 2028.

The report also lists fully exercisable options with strikes of $55.55, $58.44, $64.75, and $66.31 and shows meaningful potential future issuance: reported underlying common-share equivalents from PSUs and RSUs total tens of thousands of shares (for example, 19,400.7258, 30,339.0473, and 40,980.9099). The changes reflect a combination of a sale and the routine recognition of equity awards and dividend equivalents rather than a single corporate event.

Positive

• Retained long-term alignment via multiple PSUs with performance periods through 02/28/2028
• Fully vested options remain exercisable at strikes of $55.55, $58.44, $64.75, and $66.31
• Dividend equivalent rights accrued and vest proportionately with RSUs/PSUs, preserving economic alignment

Negative

• Disposition of 59,406.1569 common shares on 10/07/2025, reducing direct share ownership
• Potential for dilution from sizeable PSUs and RSUs that could convert to tens of thousands of common shares if earned

Insights

Compensation Analyst

TL;DR: Insider sold ~59,406 shares while retaining extensive option and PSU exposure through 2028.

The filing shows a disposal of 59,406.1569 common shares on 10/07/2025 alongside substantial outstanding equity awards: multiple fully vested options and large tranches of RSUs and PSUs that convert to common shares if earned.

Continuing grants with performance periods ending in 2025, 2027, and 2028 indicate pay tied to multi-year performance. Key near-term milestones include potential vesting/settlement on 02/22/2026, 03/15/2027, and 03/15/2028, which could add issued shares if payout conditions are met.

Corporate Governance Analyst

TL;DR: The transaction appears routine but reduces direct shareholdings while leaving long-term incentives intact.

The Reporting Person is listed as an officer (President, International) and disposed of the stated shares while maintaining indirect and direct holdings through exchangeable units, options, RSUs, and PSUs. Several awards include dividend equivalent accruals that vest with the underlying awards.

Governance implications are that the officer retains alignment with shareholders via multi-year PSUs and vested options; monitor the PSU performance-period outcomes in 2026–2028 for potential share issuance and executive pay realization.

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

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^*

SANTELMO THIAGO T

(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, International

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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								59,406.1569	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(1)	(1)							(1)	(1)	Common Shares	205		205	D
Option (Right to Buy)	$55.55							(2)	02/23/2027	Common Shares	10,000		10,000	D
Option (Right to Buy)	$58.44							(2)	02/22/2028	Common Shares	10,000		10,000	D
Option (Right to Buy)	$64.75							(2)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	7,500		7,500	D
Restricted Share Units	(3)	10/07/2025		A		16.5979(4)		(5)	(5)	Common Shares	16.5979	$0	1,860.572	D
Restricted Share Units	(3)	10/07/2025		A		38.6459(4)		(6)	(6)	Common Shares	38.6459	$0	4,332.0839	D
Restricted Share Units	(3)	10/07/2025		A		40.1785(4)		(7)	(7)	Common Shares	40.1785	$0	4,503.8754	D
Performance Share Units	(8)	10/07/2025		A		173.0712(9)		02/22/2026	02/22/2026	Common Shares	173.0712	$0	19,400.7258	D
Performance Share Units	(10)	10/07/2025		A		270.6505(9)		03/15/2027	03/15/2027	Common Shares	270.6505	$0	30,339.0473	D
Restricted Share Units	(3)	10/07/2025		A		65.3934(4)		(11)	(11)	Common Shares	65.3934	$0	7,330.3867	D
Performance Share Units	(12)	10/07/2025		A		365.5851(9)		03/15/2028	03/15/2028	Common Shares	365.5851	$0	40,980.9099	D

Explanation of Responses:

1. 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 share 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 Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

2. These options are fully vested and exercisable.

3. Each restricted share units represent 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 31 2025.

6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.

7. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.

8. 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.

9. 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.

10. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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 period.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.

12. 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 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/ Deul Lim, as Attorney-in-Fact for Thiago T. Santelmo	10/09/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the QSR Form 4 filed by Thiago T. Santelmo report?

The filing reports a disposition of 59,406.1569 common shares on 10/07/2025 and discloses outstanding options, RSUs, and PSUs with vesting through 12/31/2028.

Does the filing show any exercisable options for the QSR insider?

Yes. The filing lists fully vested and exercisable options with strikes of $55.55, $58.44, $64.75, and $66.31.

What are the key PSU performance end dates to watch for QSR?

Performance periods end on 12/31/2025, 02/23/2027, and 02/28/2028, with potential vesting/settlement in 2026, 2027, and 2028.

Will dividend equivalents be paid on the disclosed awards?

Yes. The filing states dividend equivalent rights accrued on applicable RSUs and PSUs and vest proportionately with the underlying awards.

Who signed the Form 4 for Thiago T. Santelmo?

The form was signed by Deul Lim, as Attorney-in-Fact for Thiago T. Santelmo on 10/09/2025.