Restaurant Brands exec sells 57K shares at $81

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) officer Axel Schwan, Pres., Tim Hortons US & Canada, reported on September 4, 2026 exercising options to acquire 70,000 common shares at exercise prices of $58.44 and $64.75 per share, and selling 57,574 common shares at a weighted average price of $81.1428 per share. The filing also lists remaining equity awards, including options on 56,000 shares at an exercise price of $66.31 and multiple restricted and performance share unit awards tied to future vesting and performance conditions.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 13 txns

Insider Schwan Axel

Role Pres., Tim Hortons US & Canada

Sold 57,574 shs ($4.67M)

Approx. gross sale proceeds $4.67M

Approx. exercise cost $4.28M

Type	Security	Shares	Price	Value
Exercise	Option (Right to Buy) F2	40,000	$0.00	$0.00
Exercise	Option (Right to Buy) F2	30,000	$0.00	$0.00
Exercise	Common Shares	40,000	$58.44	$2.34M
Exercise	Common Shares	30,000	$64.75	$1.94M
Sale	Common Shares F1	57,574	$81.1428	$4.67M
holding	Option (Right to Buy) F2	--	--	--
holding	Restricted Share Units F3, F4	--	--	--
holding	Restricted Share Units F3, F5	--	--	--
holding	Performance Share Units F6	--	--	--
holding	Restricted Share Units F3, F7	--	--	--
holding	Performance Share Units F8	--	--	--
holding	Restricted Share Units F3, F9	--	--	--
holding	Performance Share Units F10	--	--	--

Holdings After Transaction: Option (Right to Buy) — 56,000 contracts (Direct); Common Shares — 209,907.9293 shares (Direct); Restricted Share Units — 32,697.6389 contracts (Direct); Performance Share Units — 212,828.1966 contracts (Direct)

Footnotes (10)

1. F1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $80.87 to $81.36 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
2. F2. These options are fully vested and exercisable.
3. F3. Each restricted share unit represents a contingent right to receive one common share.
4. F4. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
5. F5. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
6. F6. 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.
7. F7. 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.
8. F8. 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.
9. F9. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
10. F10. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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.

Key Figures

Options exercised: 70,000 shares Exercise price: $58.44 per share Exercise price: $64.75 per share +5 more

8 metrics

Options exercised 70,000 shares Options exercised into common shares on September 4, 2026

Exercise price $58.44 per share Exercise price for 40,000 options exercised into QSR common shares

Exercise price $64.75 per share Exercise price for 30,000 options exercised into QSR common shares

Shares sold 57,574 shares Common shares sold on September 4, 2026

Sale weighted average price $81.1428 per share Weighted average sale price; individual prices ranged from $80.87 to $81.36

Remaining option grant 56,000 underlying shares at $66.31 Unexercised option (right to buy) expiring February 20, 2030

2024 PBRSUs underlying shares 57,864.3487 shares Performance based restricted share units with performance period Feb 23, 2024 to Feb 23, 2027

2026 PBRSUs underlying shares 90,209.7233 shares Performance based restricted share units with performance period Feb 25, 2026 to Feb 25, 2029

Key Terms

weighted average price, restricted share units, performance based restricted share units, performance period, +1 more

5 terms

weighted average price financial

"Represents the weighted average price of the shares sold."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

restricted share units financial

"Each restricted share unit represents a contingent right to receive one"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

performance based restricted share units financial

"The shares reported represent an award of performance based restricted share units"

performance period financial

"The 2024 PBRSUs will have a performance period beginning February 23, 2024"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

contingent right to receive one common share financial

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

FAQ

What insider transactions did QSR executive Axel Schwan report on September 4, 2026?

He reported exercising options for 70,000 QSR common shares at exercise prices of $58.44 and $64.75 per share and selling 57,574 common shares at a weighted average price of $81.1428 per share.

How many Restaurant Brands (QSR) shares did Axel Schwan sell and at what price range?

He sold 57,574 common shares of QSR at a weighted average price of $81.1428 per share. A footnote states the sale prices ranged from $80.87 to $81.36 per share.

What options did Axel Schwan exercise in the latest QSR Form 4 filing?

He exercised options on 40,000 shares with an exercise price of $58.44 per share expiring February 22, 2028, and on 30,000 shares with an exercise price of $64.75 per share expiring February 21, 2029.

What QSR equity awards does Axel Schwan continue to hold after these transactions?

He continues to hold an option over 56,000 shares at an exercise price of $66.31 expiring February 20, 2030, plus several restricted share unit and performance share unit awards covering tens of thousands of underlying QSR common shares.

Were Axel Schwan’s QSR Form 4 transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not affirmed (unchecked), and no footnote states that the transactions were made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 05:03 PM Accepted by SEC EDGAR 09/09/2026 - 05:02 PM Learn about SEC filing dates

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^*

Schwan Axel

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 WATERFORD DISTRICT DRIVE

(Street)

MIAMI FLORIDA 33126

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Pres., Tim Hortons US & Canada

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/04/2026		M		40,000	A	$58.44	237,481.9293	D
Common Shares	09/04/2026		M		30,000	A	$64.75	267,481.9293	D
Common Shares	09/04/2026		S		57,574	D	$81.1428(1)	209,907.9293	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)	$58.44	09/04/2026		M			40,000	(2)	02/22/2028	Common Shares	40,000	$0	0	D
Option (Right to Buy)	$64.75	09/04/2026		M			30,000	(2)	02/21/2029	Common Shares	30,000	$0	0	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	4,411.0563		4,411.0563	D
Restricted Share Units	(3)							(5)	(5)	Common Shares	7,284.2954		7,284.2954	D
Performance Share Units	(6)							03/15/2027	03/15/2027	Common Shares	57,864.3487		57,864.3487	D
Restricted Share Units	(3)							(7)	(7)	Common Shares	9,562.3645		9,562.3645	D
Performance Share Units	(8)							03/15/2028	03/15/2028	Common Shares	64,754.1246		64,754.1246	D
Restricted Share Units	(3)							(9)	(9)	Common Shares	11,439.9227		11,439.9227	D
Performance Share Units	(10)							03/15/2029	03/15/2029	Common Shares	90,209.7233		90,209.7233	D

Explanation of Responses:

1. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $80.87 to $81.36 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

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 in equal annual installments. The remaining vesting will occur on December 15, 2026.

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

6. 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.

7. 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.

8. 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.

9. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.

10. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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 Axel Schwan	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)