Restaurant Brands (QSR) insider: 455,614-share disposition and multi-year awards

Rhea-AI Filing Summary

Jill Granat, Senior EVP, General Counsel & Secretary of Restaurant Brands International Inc. (QSR), reported multiple equity transactions on 10/07/2025. The filing shows a disposition of 455,614.6543 common shares and subsequent changes in derivative holdings including exercises/awards reflected as reductions and new awards. Several performance- and restricted-share unit awards were granted/credited on 10/07/2025 with underlying common-share equivalents: 52,965, 50,000, 25,000 (options) and multiple RSU/PSU amounts totaling tens of thousands of common-share equivalents across vesting schedules through 03/15/2028. Some awards carry dividend equivalent accruals and specified vesting dates, while certain options are fully vested and exercisable with exercise prices of $56.92 and $66.31.

The report clarifies conversion rights for partnership exchangeable units into common shares or cash and lists remaining vesting dates for restricted share units, including final vesting in 2025–2028. The form was signed by an attorney-in-fact on 10/09/2025.

Positive

• Long-term alignment: Multiple RSU/PSU awards vesting through 03/15/2028 tie senior executive pay to future performance
• Dividend protection: Dividend equivalent rights accrue on RSUs/PSUs, preserving value linkage to shareholder distributions
• Vested options: Some options are fully vested and exercisable, indicating prior granted incentives are available to the executive

Negative

• Large disposition: A sale/disposition of 455,614.6543 common shares reduces the reporting person’s direct shareholdings
• Near-term vesting concentration: Several RSUs have remaining vesting events clustered in 2025, which could affect insider ownership timing

Insights

Corporate Governance Analyst

Insider executed a large share disposition while receiving new equity awards tied to multi-year vesting.

The reported disposition of 455,614.6543 common shares is a material change in direct holdings and is disclosed alongside multiple equity awards and derivative positions that adjust the executive's future economic exposure to QSR. The filing shows both liquidating activity and incentive alignment through time‑vested restricted and performance units that vest between 12/31/2025 and 03/15/2028.

Key governance dependencies include the stated conversion mechanics for partnership exchangeable units and the existence of dividend equivalent accruals. Investors should note the mix of fully vested options (exercise prices $56.92 and $66.31) and multi‑year performance units when assessing insider alignment over the next 12–36 months.

Compensation & Remuneration Specialist

New RSU/PSU grants and dividend equivalents suggest standard long‑term incentive design.

The filing records awards described as 2023 PBRSUs, 2024 PSUs, and 2025 PBRSUs with performance periods ending 12/31/2025, 02/23/2027, and 02/28/2028 respectively; if earned, these convert to the reported common‑share amounts. Dividend equivalent rights accrued on these awards and vest proportionately, which preserves total compensation value tied to dividend policy.

The awards vest on specified future dates, concentrating potential share issuance or insider ownership changes around those vesting dates through 03/15/2028. Monitor vesting and performance outcomes near those milestones for potential dilution or insider share increases in the indicated timeframes.

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^*

Granat Jill

(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)
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								455,614.6543	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(1)	(1)							(1)	(1)	Common Shares	52,965		52,965	D
Option (Right to Buy)	$56.92							(2)	05/04/2027	Common Shares	50,000		50,000	D
Option (Right to Buy)	$66.31							(2)	02/20/2030	Common Shares	25,000		25,000	D
Restricted Share Units	(3)	10/07/2025		A		43.3514(4)		(5)	(5)	Common Shares	43.3514	$0	4,859.5502	D
Restricted Share Units	(3)	10/07/2025		A		70.1099(4)		(6)	(6)	Common Shares	70.1099	$0	7,859.0903	D
Performance Share Units	(7)	10/07/2025		A		324.5085(8)		02/22/2026	02/22/2026	Common Shares	324.5085	$0	36,376.3609	D
Restricted Share Units	(3)	10/07/2025		A		103.8654(4)		(9)	(9)	Common Shares	103.8654	$0	11,642.9744	D
Performance Share Units	(10)	10/07/2025		A		314.1251(8)		03/15/2027	03/15/2027	Common Shares	314.1251	$0	35,212.406	D
Restricted Share Units	(3)	10/07/2025		A		89.7944(4)		(11)	(11)	Common Shares	89.7944	$0	10,065.6669	D
Performance Share Units	(12)	10/07/2025		A		386.6771(8)		03/15/2028	03/15/2028	Common Shares	386.6771	$0	43,345.2524	D

Explanation of Responses:

1. 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 share 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 Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

2. These options are fully vested and exercisable.

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

4. 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.

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

6. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.

7. 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.

8. 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.

9. 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.

10. 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.

11. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, 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:

Senior EVP, General Counsel & Secretary

	/s/ Deul Lim, as Attorney-in-Fact for Jill Granat	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.

FAQ

What did Jill Granat report on Form 4 for QSR?

The Form 4 reports a disposition of 455,614.6543 common shares on 10/07/2025 and multiple derivative and equity award transactions, including options and RSU/PSU grants.

Were any options exercisable or vested according to the filing?

Yes. The filing states certain options are fully vested and exercisable with exercise prices of $56.92 and $66.31.

What are the time horizons for the reported performance awards?

Performance award periods end on 12/31/2025, 02/23/2027, and 02/28/2028, with vesting dates of 02/22/2026, 03/15/2027, and 03/15/2028 respectively.

Do the reported restricted and performance units include dividend equivalents?

Yes. The filing specifies that dividend equivalent rights accrued on underlying RSU and PSU awards and vest proportionately with those awards.

What is the conversion feature mentioned for partnership units?

Each exchangeable partnership unit is convertible at the reporting person’s election into common shares or a cash amount tied to the 20‑day weighted average trading price, subject to the partnership general partner’s discretion and conflicts committee consent in certain circumstances.