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[Form 4] Restaurant Brands International Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) CEO equity activity centers on the vesting of restricted share units and an updated snapshot of his holdings. On December 31, 2025, the reporting person acquired 8,701.2447 common shares through the vesting of restricted share units, increasing his directly held common shares to 955,982.7621 after the reported transaction.

The filing also details multiple derivative awards tied to Restaurant Brands International common shares, including 5,413 exchangeable units, a fully vested stock option covering 200,000 common shares at an exercise price of $56.92 expiring on May 4, 2027, and several time-based restricted share unit and performance-based restricted share unit grants with performance or vesting periods running into 2027 and 2028. These instruments together outline the CEO’s long-term, equity-based compensation structure.

Positive

  • None.

Negative

  • None.
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*
Kobza Joshua

(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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025
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 12/31/2025 M 8,701.2447 A (1) 955,982.7621 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(2) (2) (2) (2) Common Shares 5,413 5,413 D
Option (Right to Buy) $56.92 (3) 05/04/2027 Common Shares 200,000 200,000 D
Restricted Share Units (4) 12/31/2025 M 8,701.2447 (5) (5) Common Shares 8,701.2447 $0 0 D
Restricted Share Units (4) (6) (6) Common Shares 7,096.7311 7,096.7311 D
Performance Share Units (7) 05/21/2028 05/21/2028 Common Shares 328,603.0792 328,603.0792 D
Restricted Share Units (4) (8) (8) Common Shares 16,276.3812 16,276.3812 D
Performance Share Units (9) 03/15/2027 03/15/2027 Common Shares 126,765.7234 126,765.7234 D
Restricted Share Units (4) (10) (10) Common Shares 15,048.1515 15,048.1515 D
Performance Share Units (11) 03/15/2028 03/15/2028 Common Shares 157,619.7535 157,619.7535 D
Explanation of Responses:
1. Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter. Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.
2. 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.
3. These options are fully vested and exercisable.
4. Each restricted share unit represents a contingent right to receive one common share.
5. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025.
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 will have a performance period beginning February 22, 2023 and ending May 21, 2028 and to the extent earned will vest on May 21, 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.
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 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 period.
Remarks:
/s/ Jill Granat, as Attorney-in-Law for Joshua Kobza 01/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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25.27B
341.28M
Restaurants
Retail-eating Places
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United States
MIAMI