QSR (QSR) CFO logs tax-related share sale and PSU exercises

Rhea-AI Filing Summary

Restaurant Brands International Chief Financial Officer Sami A. Siddiqui reported multiple equity transactions. On February 23, 2026, he sold 12,828.0142 common shares at $67.51 per share in an open-market sale, with a footnote stating the shares were sold to cover withholding taxes on vested performance-based restricted share units.

On February 22, 2026, he exercised 40,793.6548 Performance Share Units for 32,634.9238 common shares at a conversion price of $0.00, increasing his direct common share holdings to 31,923.257 after the subsequent sale. Additional equity interests include options that are fully vested and exercisable, multiple blocks of restricted share units and performance-based restricted share units with future vesting and performance periods, and 235,228 common shares held indirectly through a revocable trust for his benefit.

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^*

Siddiqui Sami A.

(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 Financial 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		32,634.9238(1)	A	$0	44,751.2712	D
Common Shares	02/23/2026		S		12,828.0142(2)	D	$67.51	31,923.257	D
Common Shares								235,228	I	By Trust(3)

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)	$55.55							(4)	02/23/2027	Common Shares	80,000		80,000	D
Option (Right to Buy)	$66.31							(4)	02/20/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,459.78		2,459.78	D
Performance Share Units	(7)	02/22/2026		M			40,793.6548	02/22/2026	02/22/2026	Common Shares	40,793.6548	$0	0	D
Restricted Share Units	(5)							(8)	(8)	Common Shares	7,469.0326		7,469.0326	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	49,755.3302		49,755.3302	D
Restricted Share Units	(5)							(10)	(10)	Common Shares	7,809.1656		7,809.1656	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	71,587.1289		71,587.1289	D
Performance Share Units	(12)							05/21/2030	05/21/2030	Common Shares	75,541.5927		75,541.5927	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. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.

4. These options are fully vested and exercisable.

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

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 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.

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 ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 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.

12. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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 Sami A. Siddiqui	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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** 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 insider transactions did QSR CFO Sami A. Siddiqui report?

QSR’s CFO Sami A. Siddiqui reported an open-market sale of 12,828.0142 common shares at $67.51 per share and exercised 40,793.6548 Performance Share Units into 32,634.9238 common shares, alongside updated holdings in options, restricted share units and performance-based awards.

Why did QSR CFO Sami A. Siddiqui sell 12,828 common shares?

The 12,828.0142 common shares were sold to cover withholding tax obligations on the settlement of vested performance-based restricted share units, according to a footnote. This indicates the sale was linked to tax obligations arising from equity compensation rather than a standalone discretionary share sale.

How many QSR common shares does the CFO hold after these transactions?

After the reported transactions, Sami A. Siddiqui directly holds 31,923.257 common shares. In addition, a revocable trust for his benefit holds 235,228 common shares indirectly, giving him both direct and trust-based exposure to Restaurant Brands International equity following the Form 4 activity.

What equity awards and units does the QSR CFO still hold?

The CFO holds fully vested and exercisable options, multiple tranches of restricted share units and several performance-based restricted share unit awards. These PBRSUs have performance periods running through 2027, 2028 and 2030, with vesting contingent on achieving specified performance conditions over those measurement windows.

How were QSR’s 2023 performance-based RSUs for the CFO settled?

The 2023 performance-based restricted share units for the CFO had a performance period from January 1, 2023 to December 31, 2025 and vested on February 22, 2026 at 80% of target. Settlement involved issuing common shares and triggering related tax-withholding share sales, as disclosed in the footnotes.

What are the future vesting dates for the CFO’s QSR restricted share units?

Several restricted share unit grants vest in equal annual installments, with remaining vestings disclosed on December 15, 2026, 2027 and 2028. Additional performance-based RSU awards are scheduled to vest in March 2027, March 2028 and May 2030, subject to performance outcomes over their specified measurement periods.