Restaurant Brands (QSR) officer details share vesting and equity awards

Rhea-AI Filing Summary

Restaurant Brands International Inc. disclosed an insider equity transaction by its Chief People & Services Officer. On 12/31/2025, 3,376.5515 restricted share units vested and were settled into the same number of common shares, reported as an acquisition at a price of $0. Following this vesting, the officer directly beneficially owned 149,538.1455 common shares.

The filing also lists existing derivative holdings, including fully vested options to buy 20,000 common shares at $55.55, 20,000 at $58.44 and 30,000 at $66.31, as well as multiple tranches of restricted share units and performance share units totaling tens of thousands of underlying common shares with performance and time-based vesting schedules extending through 2028.

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^*

Housman Jeffrey

(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)
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		3,376.5515	A	(1)	149,538.1455	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(2)	(2)							(2)	(2)	Common Shares	431		431	D
Option (Right to Buy)	$55.55							(3)	02/24/2027	Common Shares	20,000		20,000	D
Option (Right to Buy)	$58.44							(3)	02/23/2028	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(3)	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(4)	12/31/2025		M			3,376.5515	(5)	(5)	Common Shares	3,376.5515	$0	0	D
Restricted Share Units	(4)							(6)	(6)	Common Shares	2,556.532		2,556.532	D
Performance Share Units	(7)							02/22/2026	02/22/2026	Common Shares	24,250.9072		24,250.9072	D
Restricted Share Units	(4)							(8)	(8)	Common Shares	5,273.6325		5,273.6325	D
Performance Share Units	(9)							03/15/2027	03/15/2027	Common Shares	28,169.9248		28,169.9248	D
Restricted Share Units	(4)							(10)	(10)	Common Shares	5,614.4145		5,614.4145	D
Performance Share Units	(11)							03/15/2028	03/15/2028	Common Shares	33,887.8822		33,887.8822	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. 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.

3. These options are fully vested and exercisable.

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

5. These restricted share units vest in equal annual installments. The remaining vesting occurred on December 31, 2025.

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 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.

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 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.

Remarks:

Chief People & Services Officer

	/s/ Jill Granat, as Attorney-in-Fact for Jeffrey Housman	01/05/2026
	** 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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FAQ

What insider transaction did Restaurant Brands International (QSR) report in this filing?

The company reported that on 12/31/2025, the Chief People & Services Officer had 3,376.5515 restricted share units vest and settle into the same number of Restaurant Brands International common shares at a price of $0.

How many Restaurant Brands International (QSR) shares does the reporting officer own after the transaction?

After the reported transaction, the officer directly beneficially owned 149,538.1455 Restaurant Brands International common shares.

What is the relationship of the reporting person to Restaurant Brands International (QSR)?

The reporting person is an officer of Restaurant Brands International Inc., serving as Chief People & Services Officer.

What stock options does the Restaurant Brands International (QSR) officer hold?

The officer holds fully vested options to buy 20,000 Restaurant Brands International common shares at $55.55 expiring on 02/24/2027, 20,000 shares at $58.44 expiring on 02/23/2028, and 30,000 shares at $66.31 expiring on 02/21/2030.

What restricted share units are outstanding for the Restaurant Brands International (QSR) officer?

Outstanding restricted share units include 2,556.532 units that vest in equal annual installments with remaining vesting on 12/15/2026, plus additional RSU awards of 5,273.6325 and 5,614.4145 units that vest in equal annual installments with remaining vesting dates through 12/15/2028.

What performance share units does the Restaurant Brands International (QSR) officer hold and when can they vest?

The officer holds performance-based restricted share units tied to Restaurant Brands International common shares: 24,250.9072 shares for a period from 01/01/2023 to 12/31/2025 that may vest on 02/22/2026, 28,169.9248 shares for a period from 02/23/2024 to 02/23/2027 that may vest on 03/15/2027, and 33,887.8822 shares for a period from 02/28/2025 to 02/28/2028 that may vest on 03/15/2028, in each case subject to performance conditions.

What are Restaurant Brands International Limited Partnership exchangeable units mentioned in the filing?

Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the holder's election, into Restaurant Brands International common shares or a cash amount based on the weighted average trading price on the New York Stock Exchange over 20 consecutive trading days before the exchange date, at the discretion of the partnership's general partner, and this conversion right has no expiration date.