Restaurant Brands (NYSE: QSR) officer reports RSU vesting and tax sales

Rhea-AI Filing Summary

Restaurant Brands International Inc. Chief People & Services Officer Jeffrey Housman reported several equity transactions dated 12/15/2025. He acquired common shares at $0 upon the vesting and settlement of restricted share units in three lots of 2,557.6273, 2,637.3471 and 1,872.1565 shares, then sold 2,780.9161 and 3,053.7072 common shares at $70.8733 per share to cover withholding tax and tax equalization obligations.

After these trades, Housman directly beneficially owned 146,161.594 common shares. He also continues to hold stock options with exercise prices of $55.55, $58.44 and $66.31, as well as time-based restricted share units and performance-based restricted share units and performance share units with performance periods running through 2028.

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

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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 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)
	See Remarks

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		2,557.6273	A	$0	147,486.7137	D
Common Shares	12/15/2025		M		2,637.3471	A	$0	150,124.0608	D
Common Shares	12/15/2025		M		1,872.1565	A	$0	151,996.2173	D
Common Shares	12/15/2025		S(1)		2,780.9161	D	$70.8733	149,215.3012	D
Common Shares	12/15/2025		S(2)		3,053.7072	D	$70.8733	146,161.594	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	3,376.5515		3,376.5515	D
Restricted Share Units	(5)	12/15/2025		M			2,557.6273	(7)	(7)	Common Shares	2,557.6273	$0	2,556.532	D
Performance Share Units	(8)							02/22/2026	02/22/2026	Common Shares	24,250.9072		24,250.9072	D
Restricted Share Units	(5)	12/15/2025		M			2,637.3471	(9)	(9)	Common Shares	2,637.3471	$0	5,273.6325	D
Performance Share Units	(10)							03/15/2027	03/15/2027	Common Shares	28,169.9248		28,169.9248	D
Restricted Share Units	(5)	12/15/2025		M			1,872.1565	(11)	(11)	Common Shares	1,872.1565	$0	5,614.4145	D
Performance Share Units	(12)							03/15/2028	03/15/2028	Common Shares	33,887.8822		33,887.8822	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. 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 31, 2025.

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

8. 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.

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

10. 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.

11. 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.

12. 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:

Chief People & Services Officer

	/s/ Jill Granat, as Attorney-in-Fact for Jeffrey Housman	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did QSR executive Jeffrey Housman report on December 15, 2025?

On 12/15/2025, Jeffrey Housman reported acquiring common shares at $0 upon vesting of restricted share units in amounts of 2,557.6273, 2,637.3471 and 1,872.1565 shares. He also sold 2,780.9161 and 3,053.7072 common shares at $70.8733 per share to cover tax-related obligations.

How many Restaurant Brands International (QSR) shares does Jeffrey Housman own after the reported transactions?

Following the 12/15/2025 transactions, Jeffrey Housman directly beneficially owned 146,161.594 Restaurant Brands International common shares.

At what price were Jeffrey Housmans QSR shares sold to cover tax obligations?

The reported sales to cover tax withholding and tax equalization obligations were executed at a price of $70.8733 per common share.

What types of equity awards linked to QSR stock does the executive still hold?

Housman holds stock options with exercise prices of $55.55, $58.44 and $66.31, along with restricted share units, performance-based restricted share units (PBRSUs), and performance share units tied to Restaurant Brands International common shares.

When do key performance-based RSU awards for the QSR executive vest?

The 2023 PBRSUs covering 24,250.9072 common shares have a performance period from January 1, 2023 to December 31, 2025 and, if earned, will vest on February 22, 2026. The 2024 PBRSUs for 28,169.9248 shares have a performance period from February 23, 2024 to February 23, 2027 and, if earned, will vest on March 15, 2027. The 2025 PBRSUs for 33,887.8822 shares have a performance period from February 28, 2025 to February 28, 2028 and, if earned, will vest on March 15, 2028.