Bonus swap grants QSR (NYSE: QSR) exec stock and performance units

Rhea-AI Filing Summary

CURTIS THOMAS BENJAMIN reported acquisition or exercise transactions in this Form 4 filing.

Restaurant Brands International executive Thomas Benjamin Curtis, President of Burger King US & Canada, reported multiple equity awards on February 25, 2026. He used 50% of his 2025 net bonus to purchase 2,055 common shares at $68.81 per share under the 2025 Bonus Swap Program, and received a matching grant of 2026 restricted share units based on his gross bonus and a position-based multiplier. He was also granted performance-based restricted share units for 2026 that vest in 2029, with the final number of common shares earned depending on performance over a multi‑year period.

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^*

CURTIS THOMAS BENJAMIN

(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)
	Pres., BK US & CA

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		2,055(1)	A	$68.81(2)	102,216.2029	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
Restricted Share Units	(3)							(4)	(4)	Common Shares	2,510.6339		2,510.6339	D
Restricted Share Units	(3)							(5)	(5)	Common Shares	7,780.8673		7,780.8673	D
Performance Share Units	(6)							03/15/2027	03/15/2027	Common Shares	63,971.1388		63,971.1388	D
Restricted Share Units	(3)							(7)	(7)	Common Shares	7,298.9253		7,298.9253	D
Performance Share Units	(8)							03/15/2028	03/15/2028	Common Shares	63,633.81		63,633.81	D
Restricted Share Units	(3)	02/25/2026		A		7,709(9)		(10)	(10)	Common Shares	7,709	$0	7,709	D
Performance Share Units	(11)	02/25/2026		A		58,131		03/15/2029	03/15/2029	Common Shares	58,131	$0	58,131	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").

2. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.

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. The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $68.81 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2026 RSUs that have not yet vested.

10. 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.

11. 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 Thomas Benjamin Curtis	02/27/2026
	** 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).
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FAQ

What insider equity transactions did QSR executive Thomas Benjamin Curtis report?

Thomas Benjamin Curtis reported equity awards, not open-market trades. He acquired common shares through the 2025 Bonus Swap Program and received matching restricted share units and performance-based restricted share units, all tied to his 2025 bonus and multi-year performance and vesting conditions.

How does Restaurant Brands International’s 2025 Bonus Swap Program work for QSR executives?

The 2025 Bonus Swap Program lets executives swap bonus for shares and RSUs. Curtis used 50% of his 2025 net bonus to buy common shares at $68.81 and received 2026 restricted share units calculated from his gross bonus and a role-based RSU multiplier under the 2023 Omnibus Incentive Plan.

What are the key terms of Thomas Curtis’s 2026 restricted share units at QSR?

The 2026 restricted share units are time-vested stock-based awards. They were granted under the Bonus Swap Program, with vesting in equal annual installments on December 15 of 2026, 2027, 2028 and 2029. Each restricted share unit represents a contingent right to receive one common share.

How do the 2026 performance-based restricted share units for QSR’s Thomas Curtis work?

The 2026 PBRSUs depend on multi-year performance results. They have a performance period from February 25, 2026 to February 25, 2029 and, to the extent earned, will vest on March 15, 2029. The number of common shares ultimately earned can increase or decrease based on performance.

What was the share purchase price for Thomas Curtis’s QSR Investment Shares?

Curtis purchased Investment Shares at $68.81 per common share. The price equals the last sales price of Restaurant Brands International common shares on the New York Stock Exchange on the trading day immediately before the grant date, which was February 24, 2026, as specified in the company’s 2023 incentive plan.

What happens to QSR 2026 RSUs if Thomas Curtis sells his Investment Shares?

Selling Investment Shares puts the 2026 RSUs at risk. If Curtis sells any of the common shares he purchased through the Bonus Swap Program, he will forfeit all 2026 restricted share units that have not yet vested, linking long-term share ownership to continued RSU eligibility.

Does Thomas Curtis hold Restaurant Brands International equity directly or indirectly?

The reported awards are held directly by Thomas Curtis. The transactions list direct ownership, with no footnotes indicating that voting or investment power resides with a separate entity such as a trust or LLC, so the holdings are attributed directly to the reporting person.