Fulton Duncan (QSR) receives RSU and PSU awards, holds vested options

Rhea-AI Filing Summary

Restaurant Brands International Inc. Chief Corporate Officer Fulton Duncan reported multiple equity awards that increase his potential ownership in the company. On April 2, 2026, he received several grants of Restricted Share Units (RSUs) and Performance Share Units (PSUs), each RSU representing a contingent right to one common share. The RSUs generally vest in equal annual installments, with remaining vesting dates including December 15, 2026, and, for some awards, additional vestings through December 15, 2029. The PSUs (2024, 2025 and 2026 PBRSUs) have multi‑year performance periods ending between February 23, 2027 and February 25, 2029 and, to the extent earned based on performance conditions, will vest on March 15, 2027, March 15, 2028 and March 15, 2029. The filing also shows Duncan holds options over 60,000 common shares at an exercise price of $63.64 expiring in 2028 and 15,000 common shares at $66.31 expiring in 2030, which are fully vested and exercisable, along with 51,216.9168 common shares held directly. All reported acquisitions are compensation-related awards rather than open‑market purchases.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Fulton Duncan

Role Chief Corporate Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	21.218	$0.00	--
Grant/Award	Restricted Share Units	44.467	$0.00	--
Grant/Award	Performance Share Units	183.577	$0.00	--
Grant/Award	Restricted Share Units	42.12	$0.00	--
Grant/Award	Performance Share Units	206.104	$0.00	--
Grant/Award	Restricted Share Units	59.864	$0.00	--
Grant/Award	Performance Share Units	188.211	$0.00	--
holding	Option (Right to Buy)	--	--	--
holding	Option (Right to Buy)	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 2,478.133 shares (Direct); Performance Share Units — 21,440.978 shares (Direct); Option (Right to Buy) — 60,000 shares (Direct); Common Shares — 51,216.917 shares (Direct)

Footnotes (1)

1. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date. These options are fully vested and exercisable. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date. 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 vesting will occur on December 15, 2026. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. 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. 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 on February 28, 2025 and ending on 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. 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. The shares reported represent an award of performance based restricted shares 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.

Key Figures

RSU grant: 21.2177 units RSU grant: 59.8643 units PSU grant: 206.1043 units +4 more

7 metrics

RSU grant 21.2177 units Restricted Share Units acquired on April 2, 2026

RSU grant 59.8643 units Restricted Share Units acquired on April 2, 2026

PSU grant 206.1043 units Performance Share Units with performance period ending February 28, 2028

PSU grant 188.2114 units Performance Share Units with performance period ending February 25, 2029

Stock option position 60,000 shares at $63.64 Option (Right to Buy) expiring August 3, 2028, fully vested

Stock option position 15,000 shares at $66.31 Option (Right to Buy) expiring February 21, 2030, fully vested

Direct common share holding 51,216.9168 shares Common Shares held directly after reported transactions

Key Terms

Restricted Share Units, Performance Share Units, dividend equivalent rights, performance period, +1 more

5 terms

Restricted Share Units financial

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

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

"The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted to the Reporting Person."

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 of restricted share units."

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 period financial

"The 2024 PBRSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

fully vested and exercisable financial

"These options are fully vested and exercisable."

Form 4 Insider Transactions: What Each Field Means →

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^*

Fulton Duncan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Corporate Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares								51,216.9168	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)	$63.64(1)							(2)	08/03/2028	Common Shares	60,000		60,000	D
Option (Right to Buy)	$66.31(3)							(2)	02/21/2030	Common Shares	15,000		15,000	D
Restricted Share Units	(4)	04/02/2026		A		21.2177(5)		(6)	(6)	Common Shares	21.2177	$0	2,478.1327	D
Restricted Share Units	(4)	04/02/2026		A		44.4666(5)		(7)	(7)	Common Shares	44.4666	$0	5,193.4885	D
Performance Share Units	(8)	04/02/2026		A		183.5774(9)		03/15/2027	03/15/2027	Common Shares	183.5774	$0	21,440.978	D
Restricted Share Units	(4)	04/02/2026		A		42.1202(5)		(10)	(10)	Common Shares	42.1202	$0	4,919.4459	D
Performance Share Units	(11)	04/02/2026		A		206.1043(9)		03/15/2028	03/15/2028	Common Shares	206.1043	$0	24,072.0141	D
Restricted Share Units	(4)	04/02/2026		A		59.8643(5)		(12)	(12)	Common Shares	59.8643	$0	6,991.8643	D
Performance Share Units	(13)	04/02/2026		A		188.2114(9)		03/15/2029	03/15/2029	Common Shares	188.2114	$0	21,982.2114	D

Explanation of Responses:

1. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date.

2. These options are fully vested and exercisable.

3. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date.

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

5. 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.

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. 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.

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 on February 28, 2025 and ending on 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.

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 shares 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:

	/s/ David Wallace, as Attorney-in-Fact for Duncan Fulton	04/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Fulton Duncan of QSR report in this Form 4 filing?

Fulton Duncan reported new equity compensation awards in Restaurant Brands International. These include grants of restricted share units and performance share units, plus a disclosure of existing stock options and directly held common shares, all reflecting compensation rather than open‑market trading activity.

How many options does Fulton Duncan hold in Restaurant Brands International (QSR)?

The filing shows Fulton Duncan holds options over 60,000 common shares at $63.64 per share expiring August 3, 2028, and 15,000 common shares at $66.31 per share expiring February 21, 2030. Footnotes state these options are fully vested and exercisable.

What are the key vesting features of Fulton Duncan’s RSUs at QSR?

Each restricted share unit represents a contingent right to receive one common share. The RSUs generally vest in equal annual installments, with remaining vesting dates cited as December 15, 2026, and, for certain awards, additional vestings on December 15, 2027, 2028 and 2029.

How do the performance share units granted to Fulton Duncan at QSR work?

The performance share units (2024, 2025 and 2026 PBRSUs) have performance periods running from 2024, 2025 and 2026 start dates through February 2027, 2028 and 2029. To the extent earned, they vest on March 15, 2027, March 15, 2028 and March 15, 2029, based on performance results.

What common share holdings does Fulton Duncan report in this QSR filing?

The filing lists 51,216.9168 common shares held directly after the reported transactions. In addition, he holds multiple awards of restricted share units and performance share units that, if vested and earned, would settle in additional common shares over future years.

Do dividend equivalent rights affect Fulton Duncan’s RSUs and PSUs at QSR?

Yes. Footnotes explain that certain RSU and PSU awards accrue dividend equivalent rights when dividends are paid on underlying common shares. These dividend equivalents vest, settle and expire under the same terms as the related restricted share or performance share unit awards.