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

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) reporting person Jacqueline Friesner, SVP, Controller and Principal Accounting Officer, filed a Form 4 disclosing a disposition of 182,897.091 common shares on 10/07/2025 and a series of equity award transactions the same day. Several restricted share units (RSUs), performance-based restricted share units (PBRSUs/PSUs) and exchangeable units were reported as acquired (A) for reporting purposes because dividend equivalents or award settlements convert into common shares at $0 exercise price.

The filing lists specific future vesting and performance periods: 2023 PBRSUs vest on 02/22/2026, 2024 PSUs vest on 03/15/2027, and 2025 PBRSUs vest on 03/15/2028. Several RSU tranches show remaining vesting dates in 2025–2028. The report was signed by an attorney-in-fact on 10/09/2025.

Insights

Corporate Governance Analyst

Insider sold a large share block while receiving multiple time‑ and performance‑based awards.

The disposition of 182,897.091 common shares is a sizeable, reportable sale and was filed alongside the recognition of dividend equivalents and award settlements that convert into common shares at no cash exercise price. The awards disclosed include RSUs with multi‑year vesting and PSUs/PBRSUs tied to performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028

Key dependencies include actual performance outcomes for PSUs and the timing of future vesting on RSUs. Watch reported vesting dates in 02/2026, 03/2027, and 03/2028 for possible additional share settlements or disclosures that quantify earned PSU amounts.

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^*

Friesner Jacqueline

(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)
	See Remarks

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								182,897.091	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	9,098		9,098	D
Restricted Share Units	(2)	10/07/2025		A		18.3531(3)		(4)	(4)	Common Shares	18.3531	$0	2,057.3195	D
Restricted Share Units	(2)	10/07/2025		A		34.0827(3)		(5)	(5)	Common Shares	34.0827	$0	3,820.5585	D
Performance Share Units	(6)	10/07/2025		A		129.8034(7)		02/22/2026	02/22/2026	Common Shares	129.8034	$0	14,550.5443	D
Restricted Share Units	(2)	10/07/2025		A		46.9128(3)		(8)	(8)	Common Shares	46.9128	$0	5,258.7682	D
Performance Share Units	(9)	10/07/2025		A		155.0309(7)		03/15/2027	03/15/2027	Common Shares	155.0309	$0	17,378.4611	D
Restricted Share Units	(2)	10/07/2025		A		40.4515(3)		(10)	(10)	Common Shares	40.4515	$0	4,534.4822	D
Performance Share Units	(11)	10/07/2025		A		154.6653(7)		03/15/2028	03/15/2028	Common Shares	154.6653	$0	17,337.4844	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 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.

2. Each restricted share units represent a contingent right to receive one common share.

3. 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.

4. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

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

6. 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.

7. 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.

8. 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.

9. 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 condition.

10. These restricted share units vest in equal annual installments. The vesting will occur on December 15, 2025, 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 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:

SVP, Controller and Principal Accounting Officer

	/s/ Deul Lim, as Attorney-in-Fact for Jacqueline Friesner	10/09/2025
	** Signature of Reporting Person	Date
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