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Restaurant Brands International (QSR) officer reports equity awards and options

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

Rhea-AI Filing Summary

Restaurant Brands International Inc. reported equity transactions for an officer serving as Chief Corporate Officer. On December 31, 2025, restricted share units vested into 3,194.0152 common shares, increasing the officer’s directly held stake to 42,474.1526 common shares after the transaction.

The officer also holds stock options to buy 60,000 common shares at $63.64 per share exercisable until August 3, 2028, and options for 15,000 common shares at $66.31 per share exercisable until February 21, 2030. Additional unvested equity awards include restricted share units and performance-based units tied to multi‑year performance periods, with potential vesting dates in 2026, 2027, and 2028, aligning the officer’s compensation with longer-term company performance.

Positive

  • None.

Negative

  • None.
Insider Fulton Duncan
Role Chief Corporate Officer
Type Security Shares Price Value
Exercise Restricted Share Units 3,194.015 $0.00 --
Exercise Common Shares 3,194.015 $0.00 --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Shares — 42,474.153 shares (Direct); Option (Right to Buy) — 60,000 shares (Direct); Performance Share Units — 23,849.003 shares (Direct)
Footnotes (1)
  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. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent. These options are fully vested and exercisable. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. 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 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Fulton Duncan
(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 Corporate 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 3,194.0152 A (1) 42,474.1526 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) $63.64(2) (3) 08/03/2028 Common Shares 60,000 60,000 D
Option (Right to Buy) $66.31(4) (3) 02/21/2030 Common Shares 15,000 15,000 D
Restricted Share Units (5) 12/31/2025 M 3,194.0152 (6) (6) Common Shares 3,194.0152 $0 0 D
Restricted Share Units (5) (7) (7) Common Shares 2,434.3095 2,434.3095 D
Performance Share Units (8) 02/22/2026 02/22/2026 Common Shares 23,849.0026 23,849.0026 D
Restricted Share Units (5) (9) (9) Common Shares 5,101.6471 5,101.6471 D
Performance Share Units (10) 03/15/2027 03/15/2027 Common Shares 21,061.8168 21,061.8168 D
Restricted Share Units (5) (11) (11) Common Shares 4,832.4506 4,832.4506 D
Performance Share Units (12) 03/15/2028 03/15/2028 Common Shares 23,646.3258 23,646.3258 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. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.
3. These options are fully vested and exercisable.
4. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.
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 occurred on December 31, 2025.
7. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
10. 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.
11. 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.
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 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:
/s/ Jill Granat, as Attorney-in-Fact for Duncan Fulton 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transaction was reported for QSR on December 31, 2025?

An officer of Restaurant Brands International Inc. (QSR) reported the vesting of restricted share units into 3,194.0152 common shares on December 31, 2025.

How many QSR common shares does the reporting person own after the latest transaction?

After the reported vesting transaction, the officer beneficially owns 42,474.1526 QSR common shares in direct ownership.

What stock options does the QSR officer hold according to this filing?

The officer holds options to buy 60,000 QSR common shares at $63.64 per share exercisable until August 3, 2028, and options for 15,000 shares at $66.31 per share exercisable until February 21, 2030.

What restricted share units (RSUs) remain outstanding for the QSR officer?

Outstanding RSU-related positions include 2,434.3095, 5,101.6471, and 4,832.4506 QSR common share equivalents, which vest in equal annual installments over future dates noted in the document.

What performance share unit (PSU) awards does the QSR officer have?

The officer holds performance-based restricted share unit awards of 23,849.0026, 21,061.8168 and 23,646.3258 QSR common share equivalents, with performance periods ending and vesting dates in 2026, 2027, and 2028 depending on performance outcomes.

What is the officer’s role at Restaurant Brands International Inc. in this insider report?

The reporting person is identified as an officer of Restaurant Brands International Inc., with the title Chief Corporate Officer.