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Restaurant Brands (QSR) officer granted ~203,715 equity awards on 10/07/2025

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

Rhea-AI Filing Summary

Curtis Thomas Benjamin, an officer at Restaurant Brands International (QSR), reported transactions dated 10/07/2025. The filing shows a disposal of 73,897.6316 common shares and multiple awards of restricted share units (RSUs) and performance share units (PSUs) that, if settled or earned, represent contingent rights to common shares totaling approximately 203,715 shares. Several RSU tranches include dividend equivalent rights and vest on specified future dates, while the 2023 PBRSUs, 2024 PSUs, and 2025 PBRSUs have performance periods ending on 12/31/2025, 02/23/2027, and 02/28/2028 respectively, with vesting dates in 2026–2028.

The report explains that RSUs convert one-for-one to common shares upon vesting and that PSUs will convert to shares only to the extent performance conditions are met; dividend equivalents accrue and vest with the underlying awards. The transaction was signed by an attorney-in-fact on 10/09/2025.

Positive

  • Large equity awards granted totaling approximately 203,715 potential common shares across RSUs and PSUs
  • Performance-based structure for major awards aligns pay with future results through defined performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028
  • Dividend equivalent rights accrue on RSUs and PSUs and vest with the underlying awards

Negative

  • Disposition of 73,897.6316 common shares by the reporting officer on 10/07/2025, reducing direct ownership
  • Majority of PSU value is contingent on future performance metrics and has not yet converted to shares

Insights

TL;DR: Officer sold ~73,898 shares and received performance- and time-based equity awards equal to ~203,715 potential shares.

The filing records a disposition of 73,897.6316 common shares and multiple award grants composed of RSUs and PSUs that together report roughly 203,715 underlying common shares if vested or earned. RSUs include dividend equivalents and scheduled vesting dates in 2025–2028, while PSUs are tied to defined performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028.

Governance implications hinge on whether the PSU performance conditions are met at each period end; until then these remain contingent compensation. Monitor the 12/31/2025 and 02/22/2026–03/15/2028 vesting milestones for concrete share issuance and potential dilution effects.

Insider CURTIS THOMAS BENJAMIN
Role Pres., BK US & CA
Type Security Shares Price Value
Grant/Award Restricted Share Units 23.1924 $0.00 $0.00
Grant/Award Restricted Share Units 44.3915 $0.00 $0.00
Grant/Award Performance Share Units 432.6781 $0.00 $0.00
Grant/Award Restricted Share Units 103.1645 $0.00 $0.00
Grant/Award Performance Share Units 565.4251 $0.00 $0.00
Grant/Award Restricted Share Units 86.0179 $0.00 $0.00
Grant/Award Performance Share Units 562.4435 $0.00 $0.00
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 28,782.6741 shares (Direct); Performance Share Units — 174,932.2523 shares (Direct); Common Shares — 73,897.6316 shares (Direct)
Footnotes (10)
  1. F1. Each restricted share unit represents a contingent right to receive one common share.
  2. F2. 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.
  3. F3. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.
  4. F4. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.
  5. F5. 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.
  6. F6. 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.
  7. F7. 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.
  8. F8. 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.
  9. F9. These restricted share units vest in equal annual installments. The vesting will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
  10. F10. 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 the QSR insider file on the Form 4 dated 10/07/2025?
The filing shows a disposal of 73,897.6316 common shares and grants of RSUs and PSUs that together represent roughly 203,715 potential common shares, with vesting and performance periods through 2028.

Who is the reporting person in the QSR Form 4?
The reporting person is Curtis Thomas Benjamin, listed as an officer (Pres., BK US & CA) of Restaurant Brands International (QSR).

When do the performance share units (PSUs) vest or settle?
The filing lists PSU performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028, with vesting/settlement dates in 2026–2028 depending on the grant.

Do the RSUs include dividend equivalents?
Yes. The RSUs and PSUs in the filing include dividend equivalent rights that accrue and vest proportionately with the underlying awards.

Was the Form 4 signed and when?
The Form 4 was signed by an attorney-in-fact 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*
CURTIS THOMAS BENJAMIN
(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)
Pres., BK US & CA
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 73,897.6316 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
Restricted Share Units (1) 10/07/2025 A 23.1924(2) (3) (3) Common Shares 23.1924 $0 2,599.7968 D
Restricted Share Units (1) 10/07/2025 A 44.3915(2) (4) (4) Common Shares 44.3915 $0 4,976.146 D
Performance Share Units (5) 10/07/2025 A 432.6781(6) 02/22/2026 02/22/2026 Common Shares 432.6781 $0 48,501.8145 D
Restricted Share Units (1) 10/07/2025 A 103.1645(2) (7) (7) Common Shares 103.1645 $0 11,564.406 D
Performance Share Units (8) 10/07/2025 A 565.4251(6) 03/15/2027 03/15/2027 Common Shares 565.4251 $0 63,382.3309 D
Restricted Share Units (1) 10/07/2025 A 86.0179(2) (9) (9) Common Shares 86.0179 $0 9,642.3253 D
Performance Share Units (10) 10/07/2025 A 562.4435(6) 03/15/2028 03/15/2028 Common Shares 562.4435 $0 63,048.1069 D
Explanation of Responses:
1. Each restricted share unit represents a contingent right to receive one common share.
2. 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.
3. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.
4. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.
5. 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.
6. 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.
7. 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.
8. 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.
9. These restricted share units vest in equal annual installments. The vesting will occur on December 15, 2025, 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.
Remarks:
/s/ Deul Lim, as Attorney-in-Fact for Thomas Benjamin Curtis 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