Restaurant Brands (QSR) CFO reports RSU vesting and stock sales

Rhea-AI Filing Summary

Restaurant Brands International chief financial officer Sami Siddiqui reported equity transactions dated December 15, 2025. Several restricted share unit awards vested, giving him 2,438.2348, 3,700.1428 and 2,579.096 common shares at an exercise price of $0 per share. He then sold 3,163.9568 and 5,548.6719 shares at $70.8733 per share and 2,200 shares at a weighted average price of $70.8779, with individual sale prices between $70.53 and $71.016. The filing states these sales were primarily to cover withholding tax and tax equalization gross-up obligations owed to the company. After the transactions he beneficially owns 10,609.1279 common shares directly and 235,228 shares indirectly through a revocable trust, along with stock options and performance-based restricted share units that can settle in additional common shares if vesting and performance conditions are met.

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^*

Siddiqui Sami A.

(Last) (First) (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC.

5707 BLUE LAGOON 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)
	Chief Financial Officer

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		2,438.2348	A	$0	15,242.5178	D
Common Shares	12/15/2025		M		3,700.1428	A	$0	18,942.6606	D
Common Shares	12/15/2025		M		2,579.096	A	$0	21,521.7566	D
Common Shares	12/15/2025		S(1)		3,163.9568	D	$70.8733	18,357.7998	D
Common Shares	12/15/2025		S(2)		5,548.6719	D	$70.8733	12,809.1279	D
Common Shares	12/15/2025		S(3)		2,200	D	$70.8779(4)	10,609.1279	D
Common Shares								235,228	I	By Trust(5)

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)	$55.55							(6)	02/23/2027	Common Shares	80,000		80,000	D
Option (Right to Buy)	$66.31							(6)	02/20/2030	Common Shares	20,000		20,000	D
Restricted Share Units	(7)							(8)	(8)	Common Shares	2,461.05		2,461.05	D
Restricted Share Units	(7)	12/15/2025		M			2,438.2348	(9)	(9)	Common Shares	2,438.2348	$0	2,437.1395	D
Performance Share Units	(10)							02/22/2026	02/22/2026	Common Shares	40,418.1787		40,418.1787	D
Restricted Share Units	(7)	12/15/2025		M			3,700.1428	(11)	(11)	Common Shares	3,700.1428	$0	7,400.2855	D
Performance Share Units	(12)							03/15/2027	03/15/2027	Common Shares	49,297.3684		49,297.3684	D
Restricted Share Units	(7)	12/15/2025		M			2,579.096	(13)	(13)	Common Shares	2,579.096	$0	7,737.2878	D
Performance Share Units	(14)							03/15/2028	03/15/2028	Common Shares	70,928.2212		70,928.2212	D
Performance Share Units	(15)							05/21/2030	05/21/2030	Common Shares	74,846.2871		74,846.2871	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. Represents shares sold to cover tax equalization gross-ups due to the Company by the Reporting Person.

3. Represents shares sold, the proceeds of which are primarily to be used to satisfy tax equalization gross-ups due to the Company by the Reporting Person.

4. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $70.53 to $71.016 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

5. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.

6. These options are fully vested and exercisable.

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

8. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

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

10. 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.

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

12. 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.

13. 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.

14. The shares reported represent an award of performance based restricted share units ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 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.

15. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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 Sami Siddiqui	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).
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FAQ

What insider activity did Restaurant Brands International (QSR) disclose for its CFO?

The company reported that CFO Sami Siddiqui had multiple restricted share unit awards vest on December 15, 2025, adding 2,438.2348, 3,700.1428 and 2,579.096 common shares at $0 per share. On the same date he sold 3,163.9568 and 5,548.6719 shares at $70.8733 per share and 2,200 shares at a weighted average price of $70.8779.

Why did QSR CFO Sami Siddiqui sell shares on December 15, 2025?

The filing explains that 3,163.9568 shares were sold to cover withholding tax obligations tied to the vesting of restricted share units, 5,548.6719 shares were sold to cover tax equalization gross-ups due to the company, and 2,200 shares were sold with proceeds primarily used to satisfy additional tax equalization gross-ups.

How many Restaurant Brands International shares does the CFO still own after these transactions?

Following the reported transactions, Sami Siddiqui beneficially owns 10,609.1279 common shares directly. He also indirectly owns 235,228 common shares through a revocable trust, of which he is the settlor and trustee.

What stock options and equity awards does the QSR CFO hold?

Sami Siddiqui holds fully vested options to buy 80,000 common shares at an exercise price of $55.55 per share, expiring on February 23, 2027, and options to buy 20,000 common shares at $66.31 per share, expiring on February 20, 2030. He also holds restricted share units and performance share units representing rights to receive common shares, subject to time-based vesting and performance conditions.

How are Restaurant Brands International restricted share units for the CFO structured and when do they vest?

Each restricted share unit represents a contingent right to receive one common share. Some RSU awards vest in equal annual installments, with remaining vesting dates including December 31, 2025, December 15, 2026, December 15, 2027 and December 15, 2028, as indicated for specific grants.

When do the CFO’s performance-based restricted share units at QSR vest?

The filing describes several performance-based restricted share unit awards. One award (2023 PBRSUs) has a performance period from January 1, 2023 to December 31, 2025 and, to the extent earned, will vest on February 22, 2026. Another (2024 PBRSUs) has a performance period from February 23, 2024 to February 23, 2027 and will vest on March 15, 2027 if earned. Additional awards (2025-1 PBRSUs and 2025-2 PBRSUs) have performance periods running to February 28, 2028 and May 21, 2028, with vesting dates on March 15, 2028 and May 21, 2030, respectively, depending on performance.

What does the Form 4 say about the vesting pattern of QSR restricted share units?

The filing notes that certain restricted share unit awards vest in equal annual installments. For example, one grant’s remaining vesting occurs on December 31, 2025, another on December 15, 2026, and others have remaining vestings on December 15, 2026 and December 15, 2027, and on December 15, 2026, December 15, 2027 and December 15, 2028, depending on the specific award.