Equity awards for QSR (NYSE: QSR) officer include RSUs, PSUs and shares

Rhea-AI Filing Summary

Restaurant Brands International Inc. officer Jeffrey Housman reported equity awards tied to the company’s 2025 Bonus Swap Program and long-term incentives. On February 25, 2026, he acquired 7,934 Restricted Share Units, 36,331 Performance Share Units, and 2,115 common shares.

Footnotes state the common shares were purchased from the company using 50% of his 2025 net bonus at a price of $68.81 per share under the 2023 Omnibus Incentive Plan. Matching 2026 RSUs and multiple performance-based RSU awards have vesting schedules and performance periods extending through 2029, with actual shares earned dependent on 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

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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 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)
	See Remarks

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		2,115(1)	A	$68.81(2)	162,076.9254	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(3)	(3)							(3)	(3)	Common Shares	431		431	D
Option (Right to Buy)	$55.55							(4)	02/24/2027	Common Shares	20,000		20,000	D
Option (Right to Buy)	$58.44							(4)	02/23/2028	Common Shares	30,000		30,000	D
Option (Right to Buy)	$66.31							(4)	02/21/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(5)							(6)	(6)	Common Shares	2,580.2816		2,580.2816	D
Restricted Share Units	(5)							(7)	(7)	Common Shares	5,322.6234		5,322.6234	D
Performance Share Units	(8)							03/15/2027	03/15/2027	Common Shares	28,431.6173		28,431.6173	D
Restricted Share Units	(5)							(9)	(9)	Common Shares	5,666.5711		5,666.5711	D
Performance Share Units	(10)							03/15/2028	03/15/2028	Common Shares	34,202.6933		34,202.6933	D
Restricted Share Units	(5)	02/25/2026		A		7,934(11)		(12)	(12)	Common Shares	7,934	$0	7,934	D
Performance Share Units	(13)	02/25/2026		A		36,331		03/15/2029	03/15/2029	Common Shares	36,331	$0	36,331	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 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.

4. These options are fully vested and exercisable.

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

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

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.

11. 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.

12. 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.

13. 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:

Chief People & Services Officer

	/s/ David Wallace, as Attorney-in-Fact for Jeffrey Housman	02/27/2026
	** 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 transactions did Jeffrey Housman report at Restaurant Brands International (QSR)?

Jeffrey Housman reported equity awards on February 25, 2026, including common shares, restricted share units, and performance share units. These grants are part of Restaurant Brands International’s 2023 Omnibus Incentive Plan and its 2025 Bonus Swap Program, with vesting and performance conditions extending over several years.

How many common shares did Jeffrey Housman acquire in the latest QSR Form 4?

He acquired 2,115 common shares. According to the filing, these shares were purchased directly from Restaurant Brands International at a price of $68.81 per share, using 50% of his 2025 net bonus under the company’s 2025 Bonus Swap Program in its 2023 Omnibus Incentive Plan.

What restricted and performance share units were granted to Jeffrey Housman by QSR?

The Form 4 shows a grant of 7,934 Restricted Share Units and 36,331 Performance Share Units. Footnotes explain that these awards include performance-based restricted share units with performance periods and vesting dates running from 2024 through 2029, subject to the company’s performance conditions being achieved.

How does Restaurant Brands International’s 2025 Bonus Swap Program work for Jeffrey Housman?

Under the 2025 Bonus Swap Program, Housman elected to use 50% of his 2025 net bonus to buy common shares at $68.81 each. He also received a matching grant of 2026 restricted share units calculated using his gross bonus, an RSU multiplier, and the same purchase price per share.

When do Jeffrey Housman’s QSR restricted share units and performance-based RSUs vest?

The filing describes multiple vesting schedules. Certain restricted share units vest in equal annual installments through December 15, 2029. Performance-based RSUs have performance periods ending in 2027, 2028, and 2029, and, if earned, vest on March 15 of the year following each performance period’s end.

What conditions affect Jeffrey Housman’s 2026 RSUs from Restaurant Brands International?

The 2026 RSUs were granted under the 2025 Bonus Swap Program. The number granted is tied to his gross bonus, an RSU multiplier, and a $68.81 share price. If he sells any related Investment Shares, he will forfeit all 2026 RSUs that have not yet vested, according to the footnotes.