Executive at Restaurant Brands (QSR) receives RSUs, PSUs and bonus-share grant

Rhea-AI Filing Summary

Restaurant Brands International Inc. executive Jacqueline Friesner reported equity compensation and a bonus-share election. On February 25, 2026, she received 5,089 restricted share units and 18,892 performance share units at a price of $0 per unit, subject to time-based and performance-based vesting schedules.

She also elected under the company’s 2025 Bonus Swap Program to use 50% of her 2025 net bonus to acquire 1,526 common shares at a purchase price of $68.81 per share, calculated from the prior trading day’s last sale price. Various RSU and performance-based RSU awards will vest in annual installments through 2029, with performance awards earned based on multi‑year performance periods.

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^*

Friesner Jacqueline

(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		1,526(1)	A	$68.81(2)	195,726.545	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	9,098		9,098	D
Restricted Share Units	(4)							(5)	(5)	Common Shares	1,928.0253		1,928.0253	D
Restricted Share Units	(4)							(6)	(6)	Common Shares	3,538.414		3,538.414	D
Performance Share Units	(7)							03/15/2027	03/15/2027	Common Shares	17,539.9032		17,539.9032	D
Restricted Share Units	(4)							(8)	(8)	Common Shares	3,432.7142		3,432.7142	D
Performance Share Units	(9)							03/15/2028	03/15/2028	Common Shares	17,498.5459		17,498.5459	D
Restricted Share Units	(4)	02/25/2026		A		5,089(10)		(11)	(11)	Common Shares	5,089	$0	5,089	D
Performance Share Units	(12)	02/25/2026		A		18,892		03/15/2029	03/15/2029	Common Shares	18,892	$0	18,892	D

Explanation of Responses:

1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of her 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 her 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. Each restricted share unit represents a contingent right to receive one common share.

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

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

7. 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.

8. 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.

9. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs have a performance period beginning 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.

10. 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 her 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of her 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 2.0 for senior vice presidents and above. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2026 RSUs that have not yet vested.

11. 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.

12. 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:

SVP, Controller and Principal Accounting Officer

	/s/ David Wallace, as Attorney-in-Fact for Jacqueline Friesner	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Jacqueline Friesner report in this QSR Form 4?

Jacqueline Friesner reported new equity awards consisting of 5,089 restricted share units and 18,892 performance share units. These awards were granted at a price of $0 per unit and are subject to time-based and performance-based vesting conditions over multi‑year periods ending in 2027–2029.

How many Restaurant Brands (QSR) common shares did Friesner acquire?

Friesner acquired 1,526 common shares of Restaurant Brands International Inc. She obtained these shares by electing to use 50% of her 2025 net bonus under the 2025 Bonus Swap Program at a purchase price of $68.81 per share.

What is the 2025 Bonus Swap Program mentioned in the QSR filing?

The 2025 Bonus Swap Program lets executives swap bonus for shares. Friesner used 50% of her 2025 net bonus to buy common shares and received a matching grant of 2026 restricted share units based on a position-level multiplier and the $68.81 share purchase price.

How are Friesner’s Restricted Share Units (RSUs) structured at QSR?

Each restricted share unit equals one common share. Multiple RSU grants vest in equal annual installments on December 15 in future years, with remaining vesting dates running through 2026, 2027, 2028 and 2029, subject to continued service and specific plan terms.

How do Friesner’s Performance Share Units (PSUs) at QSR vest?

The performance share units vest based on multi‑year performance periods. Separate 2024, 2025 and 2026 performance-based RSU awards run over roughly three‑year periods and, to the extent earned, vest on March 15, 2027, March 15, 2028 and March 15, 2029, respectively.

What determines the $68.81 share price in Friesner’s QSR transaction?

The $68.81 purchase price is formula-based. It equals the last sales price of Restaurant Brands common shares on the New York Stock Exchange on the trading day immediately before the grant date, which was February 24, 2026, as specified under the company’s 2023 Omnibus Incentive Plan.