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Restaurant Brands (QSR) insider: options vested and RSU/PSU schedules

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

Rhea-AI Filing Summary

Insider transaction summary: The Form 4 shows officer Axel Schwan, President of Tim Hortons Americas at Restaurant Brands International Inc. (QSR), reported multiple equity awards and option holdings on 10/07/2025 with the Form signed on 10/09/2025. The filing records a disposal of 157,760.389 common shares and the acquisition/award settlement of a mix of vested options, restricted share units (RSUs) and performance share units (PSUs) that convert into common shares at $0 exercise price when settled.

The filing lists fully vested options exercisable at $58.44, $64.75 and $66.31 covering 40,000, 30,000 and 56,000 underlying shares respectively, plus awards that add incremental share holdings tied to dividend equivalents and multi-year vesting and performance periods ending in 2026, 2027 and 2028

Positive

  • Transparent disclosure of option strikes and vesting/settlement dates for RSUs and PSUs
  • Includes dividend equivalent accruals that vest with the underlying awards
  • Fully vested options are identified, clarifying exercisability

Negative

  • Large reported disposal of 157,760.389 common shares could reduce insider ownership
  • Multiple future vesting events through 2028 may increase share count if awards are settled

Insights

TL;DR: Insider reported large share disposal but retains vested options and multi‑year incentive awards.

Axel Schwan reported a 157,760.389 share disposal alongside ownership of fully vested options at strike prices of $58.44, $64.75 and $66.31. The filing also shows RSUs and PSUs that will convert to common shares at $0 on settlement and include accrued dividend equivalents.

These awards have staggered vesting and explicit performance periods through 2028, meaning potential future dilution timing is tied to vesting dates and performance outcomes; monitor scheduled vesting on 12/31/2025, 02/22/2026, 03/15/2027 and 03/15/2028 for near‑term share count impact.

TL;DR: Transaction structure aligns with typical executive compensation and reporting practices.

The mix of immediate dispositions, vested options and time‑ or performance‑based equity is consistent with executive compensation designs that balance liquidity and retention. Dividend equivalent accruals on RSUs/PSUs are explicitly disclosed and vest with the underlying awards.

From a governance view, the disclosed dates and vesting schedules provide clear, monitorable milestones; stakeholders can reference the listed exercisable/vesting dates to assess potential insider selling or share issuance windows through 2028.

Insider Schwan Axel
Role Pres., Tim Hortons Americas
Type Security Shares Price Value
Grant/Award Restricted Share Units 35.2858 $0.00 $0.00
Grant/Award Restricted Share Units 76.6372 $0.00 $0.00
Grant/Award Performance Share Units 721.1301 $0.00 $0.00
Grant/Award Restricted Share Units 94.9147 $0.00 $0.00
Grant/Award Performance Share Units 502.6001 $0.00 $0.00
Grant/Award Restricted Share Units 110.7489 $0.00 $0.00
Grant/Award Performance Share Units 562.4435 $0.00 $0.00
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 35,600.4335 shares (Direct); Performance Share Units — 200,224.3141 shares (Direct); Option (Right to Buy) — 126,000 shares (Direct); Common Shares — 157,760.389 shares (Direct)
Footnotes (11)
  1. F1. These options are fully vested and exercisable.
  2. F2. Each restricted share unit represents a contingent right to receive one common share.
  3. F3. 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. F4. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.
  5. F5. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.
  6. F6. 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. F7. 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.
  8. F8. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.
  9. F9. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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. F10. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
  11. F11. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Axel Schwan report on the Form 4 for QSR?
The filing reports a disposal of 157,760.389 common shares and receipt/ownership of vested options plus RSUs and PSUs with staggered vesting and performance periods.

Are any options fully vested and exercisable?
Yes. Options exercisable and fully vested have strike prices of $58.44, $64.75 and $66.31 covering 40,000, 30,000 and 56,000 underlying shares respectively.

When do the performance awards vest or settle?
Performance share units include periods ending 12/31/2025 (vesting 02/22/2026), 02/23/2027 (vesting 03/15/2027), and 02/28/2028 (vesting 03/15/2028), with final settlement contingent on performance results.

Do the RSUs include dividend equivalents?
Yes. The RSUs and PSUs include dividend equivalent rights that accrue when dividends are paid and vest proportionately with the underlying awards.

Who signed the Form 4 and when?
The Form 4 was signed by Deul Lim as Attorney‑in‑Fact for Axel Schwan on 10/09/2025.
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)
10/07/2025
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 157,760.389 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 (1) 02/22/2028 Common Shares 40,000 40,000 D
Option (Right to Buy) $64.75 (1) 02/21/2029 Common Shares 30,000 30,000 D
Option (Right to Buy) $66.31 (1) 02/20/2030 Common Shares 56,000 56,000 D
Restricted Share Units (2) 10/07/2025 A 35.2858(3) (4) (4) Common Shares 35.2858 $0 3,955.4214 D
Restricted Share Units (2) 10/07/2025 A 76.6372(3) (5) (5) Common Shares 76.6372 $0 8,590.7798 D
Performance Share Units (6) 10/07/2025 A 721.1301(7) 02/22/2026 02/22/2026 Common Shares 721.1301 $0 80,836.3575 D
Restricted Share Units (2) 10/07/2025 A 94.9147(3) (8) (8) Common Shares 94.9147 $0 10,639.6358 D
Performance Share Units (9) 10/07/2025 A 502.6001(7) 03/15/2027 03/15/2027 Common Shares 502.6001 $0 56,339.8497 D
Restricted Share Units (2) 10/07/2025 A 110.7489(3) (10) (10) Common Shares 110.7489 $0 12,414.5965 D
Performance Share Units (11) 10/07/2025 A 562.4435(7) 03/15/2028 03/15/2028 Common Shares 562.4435 $0 63,048.1069 D
Explanation of Responses:
1. These options are fully vested and exercisable.
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 vesting will occur on December 31, 2025.
5. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and 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. 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.
8. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.
9. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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 vestings will occur on December 15, 2025, 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:
/s/ Deul Lim, as Attorney-in-Fact for Axel Schwan 10/09/2025
** 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.

Source: View Original Filing on SEC EDGAR