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Executive chairman Doyle (QSR) receives new RSU and PBRSU equity grants

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

Rhea-AI Filing Summary

Restaurant Brands International Executive Chairman J. Patrick Doyle received new equity awards in the form of restricted share units and performance share units. The filing reports 1,929.7031 restricted share units and 7,236.3864 performance share units, each representing a contingent right to receive the same number of common shares.

The restricted share units vest in equal annual installments, with remaining vestings scheduled for November 21, 2026 and November 21, 2027, and include dividend equivalent rights that accrue as dividends are paid. The performance-based restricted share units have a performance period from November 21, 2022 to May 21, 2028 and may be earned from 50% to 200% of target based on appreciation in the price of RBI common shares, also with dividend equivalent rights.

The filing also shows a holding of options covering 2,000,000 common shares at an exercise price of $66.7400 per share expiring November 20, 2032, direct common share holdings of 193,855.0238 shares, and 500,000 common shares held indirectly by Lodgepole 231 LLC, where Doyle is the investment manager and disclaims beneficial ownership beyond his pecuniary interest.

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Insider DOYLE J PATRICK
Role Executive Chairman
Type Security Shares Price Value
Grant/Award Restricted Share Units 1,929.703 $0.00 --
Grant/Award Performance Share Units 7,236.386 $0.00 --
holding Option (Right to Buy) -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 224,884.625 shares (Direct); Performance Share Units — 843,317.343 shares (Direct); Option (Right to Buy) — 2,000,000 shares (Direct); Common Shares — 193,855.024 shares (Direct); Common Shares — 500,000 shares (Indirect, By LLC)
Footnotes (1)
  1. These shares are held by Lodgepole 231 LLC, a Delaware limited liability company ("L231LLC"). The Reporting Person is a member of L231LLC and the Investment Manager with the sole voting and dispositive power over all of the assets of L231LLC, including the shares. The Reporting Person disclaims beneficial ownership of the securities held by L231LLC except to the extent of his pecuniary interest therein. Each restricted share unit represents a contingent right to receive one common share. 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on November 21, 2026 and November 21, 2027. The performance based restricted share units ("PBRSUs") will have a performance period beginning November 21, 2022 and ending May 21, 2028 and may be earned from 50% for the threshold performance to 200% for maximum performance, based on meeting performance targets tied to the appreciation of the price of RBI common shares. 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.
Restricted share unit grant 1,929.7031 units RSUs granted on April 2, 2026, each for one common share
Performance share unit grant 7,236.3864 units PBRSUs granted April 2, 2026, earnable 50%–200% of target
Option position 2,000,000 underlying shares at $66.7400 Option (right to buy) expiring November 20, 2032
Direct common share holdings 193,855.0238 shares Common shares held directly following reported transactions
Indirect LLC holdings 500,000 shares Common shares held by Lodgepole 231 LLC with Doyle as investment manager
PBRSU performance period Nov 21, 2022 – May 21, 2028 Period over which performance-based RSUs may be earned
Restricted Share Units financial
"The filing reports 1,929.7031 restricted share units..."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Performance Share Units financial
"and 7,236.3864 performance share units, each representing..."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
dividend equivalent rights financial
"Represents dividend equivalent rights that accrued on the underlying award..."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
performance based restricted share units ("PBRSUs") financial
"The performance based restricted share units ("PBRSUs") will have a performance period..."
pecuniary interest financial
"disclaims beneficial ownership of the securities held by L231LLC except to the extent of his pecuniary interest therein"
SEC Form 4
FORM 4UNITED 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*
DOYLE J PATRICK

(Last)(First)(Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT DRIVE

(Street)
MIAMI FLORIDA 33126

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares193,855.0238D
Common Shares500,000IBy LLC(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy)$66.7411/21/202711/20/2032Common Shares2,000,0002,000,000D
Restricted Share Units(2)04/02/2026A1,929.7031(3) (4) (4)Common Shares1,929.7031$0224,884.6247D
Performance Share Units(5)04/02/2026A7,236.3864(6) (5) (5)Common Shares7,236.3864$0843,317.3428D
Explanation of Responses:
1. These shares are held by Lodgepole 231 LLC, a Delaware limited liability company ("L231LLC"). The Reporting Person is a member of L231LLC and the Investment Manager with the sole voting and dispositive power over all of the assets of L231LLC, including the shares. The Reporting Person disclaims beneficial ownership of the securities held by L231LLC except to the extent of his pecuniary interest therein.
2. Each restricted share unit represents 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 vestings will occur on November 21, 2026 and November 21, 2027.
5. The performance based restricted share units ("PBRSUs") will have a performance period beginning November 21, 2022 and ending May 21, 2028 and may be earned from 50% for the threshold performance to 200% for maximum performance, based on meeting performance targets tied to the appreciation of the price of RBI common shares.
6. 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.
Remarks:
/s/ David Wallace, as Attorney-in-Fact for J. Patrick Doyle04/06/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did J. Patrick Doyle receive in this QSR Form 4?

J. Patrick Doyle received grants of 1,929.7031 restricted share units and 7,236.3864 performance share units. Each unit represents a contingent right to one common share, forming part of his equity-based compensation package tied to time-based vesting and share price performance.

How do the restricted share units for QSR’s executive chairman vest?

The restricted share units vest in equal annual installments, with remaining vest dates on November 21, 2026 and November 21, 2027. They also carry dividend equivalent rights that accrue when dividends are paid on the underlying common shares and vest proportionately with the underlying restricted share units.

How are J. Patrick Doyle’s performance share units at Restaurant Brands International structured?

The performance-based restricted share units have a performance period from November 21, 2022 to May 21, 2028. They may be earned from 50% to 200% of the target amount, based on meeting performance targets tied to appreciation in the price of Restaurant Brands International common shares.

What are dividend equivalent rights mentioned in the QSR Form 4 filing?

Dividend equivalent rights accrue on both the restricted share units and performance-based restricted share units when dividends are paid on the underlying common shares. These rights vest proportionately and are settled or expire on the same terms and timing as the related underlying share unit awards.

What option holdings for J. Patrick Doyle are disclosed in this Restaurant Brands International filing?

The filing shows an option position labeled as a right to buy 2,000,000 underlying common shares at an exercise price of $66.7400 per share. This option has an exercise date of November 21, 2027 and an expiration date of November 20, 2032, and is held directly.

How many Restaurant Brands International common shares does Lodgepole 231 LLC hold?

Lodgepole 231 LLC holds 500,000 common shares indirectly related to J. Patrick Doyle. He is a member and the investment manager with sole voting and dispositive power, while disclaiming beneficial ownership of these securities except to the extent of his pecuniary interest in the LLC.

What direct common share holdings for J. Patrick Doyle are reported in this QSR Form 4?

The filing indicates direct ownership of 193,855.0238 Restaurant Brands International common shares. These shares are separate from his derivative positions, such as options and share units, and represent actual common shares held in his direct ownership as of the reported date.