[Form 4] Restaurant Brands International Inc. Insider Trading Activity

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) – Form 4 filed 07/10/2025

Senior EVP, General Counsel & Secretary Jill Granat reported equity transactions dated 07/08/2025. No open-market purchases or sales occurred; all activity reflects issuer equity awards and dividend-equivalent accruals.

• Common shares held: 455,614.6543 directly owned after the filing.
• Derivative equity already held: 52,965 exchangeable partnership units (convertible 1-for-1 into common shares), plus vested options for 50,000 shares at $56.92 (exp. 05/04/2027) and 25,000 shares at $66.31 (exp. 02/20/2030).
• New awards on 07/08/2025: 1,340.215 new share units, comprised of:
  • Restricted Share Units (RSUs): 43.6046; 70.5194; 104.4721; 90.3189
  • Performance Share/Restricted Units (PSUs/PBRSUs): 326.404; 315.9599; 388.9357
• All RSUs/PSUs were coded “A” (acquired) at $0 exercise price; vesting schedules extend through 03/15/2028 as detailed in the footnotes.

The filing increases Ms. Granat’s alignment with shareholders but does not signal immediate cash transactions. No dilution impact is indicated because units settle with existing share counts or cash at the company’s discretion. Investors may view the multi-year performance metrics as reinforcing long-term incentives; however, the absence of purchases or sales suggests neutral short-term market impact.

Insights

Securities Analyst

TL;DR: Insider received 1.34k new RSU/PSU awards; no shares sold or bought—neutral for near-term trading.

The Form 4 shows routine annual equity grants to a senior executive with no disposition of shares. Total direct ownership remains sizable at 455.6k shares, indicating strong personal stake. Because awards vest over multiple years and carry performance hurdles, there is no immediate EPS dilution or liquidity event. From a valuation standpoint, the filing does not change cash flow expectations or capital structure. Therefore the disclosure is informational rather than market-moving.

Corporate Governance Expert

TL;DR: Filing highlights incentive alignment; governance risk unchanged.

Granat’s mix of time-based RSUs and performance-based units follows best-practice pay-for-performance design. The inclusion of dividend-equivalent rights maintains economic parity with common shareholders. Existing options are well out-of-the-money relative to current grant prices, reducing windfall concerns. No red flags emerge regarding concentration or accelerated vesting. Overall, the disclosure supports governance transparency but does not materially affect the investment thesis.

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
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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)
07/08/2025

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)	07/08/2025		A		43.6046(4)		(5)	(5)	Common Shares	43.6046	$0	4,816.1988	D
Restricted Share Units	(3)	07/08/2025		A		70.5194(4)		(6)	(6)	Common Shares	70.5194	$0	7,788.9804	D
Performance Share Units	(7)	07/08/2025		A		326.404(8)		02/22/2026	02/22/2026	Common Shares	326.404	$0	36,051.8523	D
Restricted Share Units	(3)	07/08/2025		A		104.4721(4)		(9)	(9)	Common Shares	104.4721	$0	11,539.109	D
Performance Share Units	(10)	07/08/2025		A		315.9599(8)		03/15/2027	03/15/2027	Common Shares	315.9599	$0	34,898.281	D
Restricted Share Units	(3)	07/08/2025		A		90.3189(4)		(11)	(11)	Common Shares	90.3189	$0	9,975.8725	D
Performance Share Units	(12)	07/08/2025		A		388.9357(8)		03/15/2028	03/15/2028	Common Shares	388.9357	$0	42,958.5753	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 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	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many QSR common shares does Jill Granat own after the 07/08/2025 transactions?

She directly owns 455,614.6543 common shares following the reported awards.

What new equity awards were granted to the QSR executive?

Granat received 1,340.215 new share units consisting of several RSU and PSU grants, all coded "A" at $0 price.

Were any QSR shares sold in this Form 4 filing?

No. The filing only reports acquisitions through equity awards; there were no dispositions.

What stock options does the insider currently hold?

Vested options for 50,000 shares at $56.92 expiring 05/04/2027 and 25,000 shares at $66.31 expiring 02/20/2030.

When do the newly granted performance share units vest?

Vesting dates are 02/22/2026, 03/15/2027 and 03/15/2028, contingent on performance conditions.

What are Restaurant Brands International exchangeable units disclosed in the filing?

Granat holds 52,965 exchangeable partnership units convertible into common shares or cash with no expiration date.