Restaurant Brands (QSR) director details RSU grant and large equity stakes

Rhea-AI Filing Summary

Restaurant Brands International Inc. director reports new equity grant and updated holdings. On 12/31/2025, the reporting person received 1,454 restricted share units of Restaurant Brands common shares at a price of $0. These units are earned and vested upon grant and will settle after the person’s board service ends.

After this transaction, the person beneficially owns 12,279 common shares directly. In addition, 529,185.615 and 854,570 common shares are held indirectly through two limited liability companies for which the person holds all voting and dispositive power, while disclaiming beneficial ownership beyond any pecuniary interest.

The filing also shows derivative holdings of 14,296 and 123,700 exchangeable units held through these entities. Each exchangeable unit can be converted into Restaurant Brands common shares or a cash amount based on the weighted average trading price, at the partnership general partner’s discretion, with no expiration date on this conversion right.

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^*

Schwartz Daniel S

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A		1,454(1)	A	$0	12,279	D
Common Shares								529,185.615	I	By LLC(2)
Common Shares								854,570	I	By LLC(3)

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(4)	(4)							(4)	(4)	Common Shares	14,296		14,296	I	By LLC(2)
Exchangeable Units(4)	(4)							(4)	(4)	Common Shares	123,700		123,700	I	By LLC(3)

Explanation of Responses:

1. Represents restricted share units that are earned and vested upon grant and that settle following termination of board service.

2. The securities are held by Miami Restaurant Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims beneficial ownership of the securities held by Miami Restaurant Holdings LLC except to the extent of his pecuniary interest therein.

3. The securities are held by Ameco Food Holdings LLC. The Reporting Person holds all voting and dispositive power for these securities. The Reporting Person disclaims ownership of the securities held by Ameco Food Holdings LLC except to the extent of his pecuniary interest therein.

4. 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.

Remarks:

	/s/ Jill Granat, Attorney-in-Fact for Daniel S. Schwartz	01/05/2026
	** 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.

FAQ

What insider transaction did Restaurant Brands (QSR) report for 12/31/2025?

The filing reports that a director received 1,454 restricted share units of Restaurant Brands International Inc. common shares on 12/31/2025 at a price of $0.

How many Restaurant Brands (QSR) common shares does the reporting person now own directly?

Following the reported transaction, the reporting person owns 12,279 Restaurant Brands common shares in direct ownership.

What indirect holdings in Restaurant Brands (QSR) common shares are disclosed?

The filing shows 529,185.615 common shares held indirectly through Miami Restaurant Holdings LLC and 854,570 common shares held indirectly through Ameco Food Holdings LLC, with the reporting person holding all voting and dispositive power while disclaiming beneficial ownership beyond any pecuniary interest.

What are the derivative securities reported for Restaurant Brands (QSR)?

The report lists derivative holdings of 14,296 exchangeable units through Miami Restaurant Holdings LLC and 123,700 exchangeable units through Ameco Food Holdings LLC, each relating to Restaurant Brands common shares.

How can the Restaurant Brands (QSR) exchangeable units be settled?

Each exchangeable unit of Restaurant Brands International Limited Partnership can be converted into common shares of Restaurant Brands International Inc. or into a cash amount tied to the weighted average trading price of the common shares, at the general partner’s discretion with certain committee consents.

Do the Restaurant Brands (QSR) exchangeable units have an expiration date?

The filing states that the conversion right on these exchangeable units has no expiration date.

How are the new restricted share units for the Restaurant Brands (QSR) director structured?

The 1,454 restricted share units are earned and vested upon grant and are scheduled to settle following termination of board service, aligning settlement with the end of the director’s board tenure.