Restaurant Brands International (NYSE: QSR) discloses officer share awards

Rhea-AI Filing Summary

Restaurant Brands International executive Axel Schwan reported equity award activity and related share sales. On December 15, 2025, several restricted share unit grants vested into 4,295.9376, 3,547.2531 and 3,104.1629 common shares at $0 per share, increasing his direct holdings. On the same date, he sold 2,299.6154, 1,898.8445 and 1,661.6584 common shares at $70.8733 per share to cover withholding tax obligations. After these transactions, he directly held 162,847.6243 common shares.

He also holds fully vested stock options giving the right to buy 40,000, 30,000 and 56,000 common shares at exercise prices of $58.44, $64.75 and $66.31, expiring between February 2028 and February 2030. In addition, he owns various time-based restricted share units and performance-based units, including 2023, 2024 and 2025 performance awards that may settle into common shares between February 2026 and March 2028 depending on achievement of stated performance conditions.

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^*

Schwan Axel

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

130 KING STREET WEST; SUITE 300

(Street)

TORONTO A6 M5X 1E1

(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., Tim Hortons Americas

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		4,295.9376	A	$0	162,056.3266	D
Common Shares	12/15/2025		S(1)		2,299.6154	D	$70.8733	159,756.7112	D
Common Shares	12/15/2025		M		3,547.2531	A	$0	163,303.9643	D
Common Shares	12/15/2025		S(1)		1,898.8445	D	$70.8733	161,405.1198	D
Common Shares	12/15/2025		M		3,104.1629	A	$0	164,509.2827	D
Common Shares	12/15/2025		S(1)		1,661.6584	D	$70.8733	162,847.6243	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)	$58.44							(2)	02/22/2028	Common Shares	40,000		40,000	D
Option (Right to Buy)	$64.75							(2)	02/21/2029	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	56,000		56,000	D
Restricted Share Units	(3)							(4)	(4)	Common Shares	3,955.4214		3,955.4214	D
Restricted Share Units	(3)	12/15/2025		M			4,295.9376	(5)	(5)	Common Shares	4,295.9376	$0	4,294.8422	D
Performance Share Units	(6)							02/22/2026	02/22/2026	Common Shares	80,836.3575		80,836.3575	D
Restricted Share Units	(3)	12/15/2025		M			3,547.2531	(7)	(7)	Common Shares	3,547.2531	$0	7,092.3827	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	56,339.8497		56,339.8497	D
Restricted Share Units	(3)	12/15/2025		M			3,104.1629	(9)	(9)	Common Shares	3,104.1629	$0	9,310.4336	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	63,048.1069		63,048.1069	D

Explanation of Responses:

1. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's restricted share units.

2. These options are fully vested and exercisable.

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 31, 2025.

5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.

6. 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.

7. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.

8. 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.

9. 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.

10. 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:

	/s/ Jill Granat, as Attorney-in-Fact for Axel Schwan	12/17/2025
	** 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.

FAQ

What insider share transactions did Restaurant Brands International (QSR) report for December 15, 2025?

The report shows restricted share units vesting into 4,295.9376, 3,547.2531 and 3,104.1629 common shares at $0 per share, and share sales of 2,299.6154, 1,898.8445 and 1,661.6584 common shares at $70.8733 per share.

Who is the Restaurant Brands International (QSR) officer involved in this insider report?

The reporting person is Axel Schwan, identified as an officer of Restaurant Brands International Inc. with the title President, Tim Hortons Americas, acting through an attorney-in-fact.

How many Restaurant Brands International (QSR) shares did Axel Schwan hold after the reported transactions?

Following the December 15, 2025 transactions, the report shows Axel Schwan directly beneficially owned 162,847.6243 common shares of Restaurant Brands International Inc.

How many Restaurant Brands International (QSR) shares did Axel Schwan sell and at what price?

On December 15, 2025, he sold 2,299.6154, 1,898.8445 and 1,661.6584 common shares, each sale executed at a price of $70.8733 per share.

Were the Restaurant Brands International (QSR) share sales related to tax withholding?

Yes. The explanation states that the reported share sales represent shares sold to cover withholding tax obligations on the settlement of the vesting of restricted share units.

What stock options does Axel Schwan hold in Restaurant Brands International (QSR)?

He holds fully vested options giving the right to buy 40,000 common shares at an exercise price of $58.44 expiring on February 22, 2028, 30,000 shares at $64.75 expiring on February 21, 2029, and 56,000 shares at $66.31 expiring on February 20, 2030.

What restricted and performance share units are outstanding for Axel Schwan at Restaurant Brands International (QSR)?

Outstanding awards include restricted share units over 3,955.4214, 4,294.8422, 7,092.3827 and 9,310.4336 common shares, plus performance-based restricted share units of 80,836.3575 (2023 PBRSUs), 56,339.8497 (2024 PBRSUs) and 63,048.1069 (2025 PBRSUs), which may vest between February 22, 2026 and March 15, 2028 based on stated performance conditions.