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Restaurant Brands (NYSE: QSR) exec sells shares to cover taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International executive Axel Schwan, President of Tim Hortons Americas, reported a mix of equity award activity and a share sale. On February 22, 2026, performance share units representing 81,587.3096 units were exercised and converted, delivering 65,269.8476 common shares at a stated price of $67.51 per share for reporting purposes. Following these transactions, Schwan directly held 229,922.8787 common shares.

On February 23, 2026, he sold 34,938.9494 common shares at an average price of $67.51 per share, with a footnote explaining the sale was made to cover withholding tax obligations related to the vesting of performance-based restricted share units. The filing also lists updated holdings of options, restricted share units, and performance share units that vest or may be earned over future performance periods.

Positive

  • None.

Negative

  • None.
Insider Schwan Axel
Role Pres., Tim Hortons Americas
Sold 34,938.949 shs ($2.36M)
Type Security Shares Price Value
Sale Common Shares 34,938.949 $67.51 $2.36M
Exercise Performance Share Units 81,587.31 $0.00 --
Exercise Common Shares 65,269.848 $0.00 --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Restricted Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
holding Restricted Share Units -- -- --
holding Performance Share Units -- -- --
Holdings After Transaction: Common Shares — 194,983.929 shares (Direct); Performance Share Units — 0 shares (Direct); Option (Right to Buy) — 40,000 shares (Direct); Restricted Share Units — 4,334.74 shares (Direct)
Footnotes (1)
  1. The 2023 PBRSUs vested at 80% of target based on the results of the performance condition. Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based restricted share units. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. 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.
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*
Schwan Axel

(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT 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., Tim Hortons Americas
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026
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 02/22/2026 M 65,269.8476(1) A $0 229,922.8787 D
Common Shares 02/23/2026 S 34,938.9494(2) D $67.51 194,983.9293 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
Option (Right to Buy) $58.44 (3) 02/22/2028 Common Shares 40,000 40,000 D
Option (Right to Buy) $64.75 (3) 02/21/2029 Common Shares 30,000 30,000 D
Option (Right to Buy) $66.31 (3) 02/20/2030 Common Shares 56,000 56,000 D
Restricted Share Units (4) (5) (5) Common Shares 4,334.7404 4,334.7404 D
Performance Share Units (6) 02/22/2026 M 81,587.3096 02/22/2026 02/22/2026 Common Shares 81,587.3096 $0 0 D
Restricted Share Units (4) (7) (7) Common Shares 7,158.2694 7,158.2694 D
Performance Share Units (8) 03/15/2027 03/15/2027 Common Shares 56,863.2345 56,863.2345 D
Restricted Share Units (4) (9) (9) Common Shares 9,396.9255 9,396.9255 D
Performance Share Units (10) 03/15/2028 03/15/2028 Common Shares 63,633.81 63,633.81 D
Explanation of Responses:
1. The 2023 PBRSUs vested at 80% of target based on the results of the performance condition.
2. Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based restricted share units.
3. These options are fully vested and exercisable.
4. Each restricted share unit represents a contingent right to receive one common share.
5. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
6. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target.
7. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
8. 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.
9. 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.
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/ David Wallace, as Attorney-in-Fact for Axel Schwan 02/24/2026
** 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 did Axel Schwan report in the latest Form 4 for Restaurant Brands (QSR)?

Axel Schwan reported the vesting and exercise of performance share units into 65,269.8476 common shares and the sale of 34,938.9494 common shares. The sale was to cover tax withholding tied to vested performance-based restricted share units, and updated equity award balances were disclosed.

How many Restaurant Brands (QSR) shares did Axel Schwan sell and at what price?

Axel Schwan sold 34,938.9494 common shares of Restaurant Brands International at an average price of $67.51 per share. A footnote explains these shares were sold specifically to satisfy withholding tax obligations on recently vested performance-based restricted share units.

What equity awards vested or were exercised for Axel Schwan at Restaurant Brands (QSR)?

Performance share units representing 81,587.3096 units were exercised or converted, resulting in 65,269.8476 common shares credited to Axel Schwan. Footnotes describe these awards as performance-based restricted share units tied to multi-year performance periods, with vesting dependent on achieving specified performance conditions.

How many Restaurant Brands (QSR) common shares does Axel Schwan hold after these transactions?

After the reported transactions, Axel Schwan directly held 229,922.8787 common shares of Restaurant Brands International. This figure reflects the net result of performance share unit conversion into shares and the subsequent sale of 34,938.9494 shares to cover associated tax withholding obligations.

Were Axel Schwan’s Restaurant Brands (QSR) share sales discretionary or for tax withholding?

The Form 4 states that the 34,938.9494 common shares sold on February 23, 2026 were disposed of to cover withholding tax obligations. This indicates the sale was linked to tax requirements from the settlement of vested performance-based restricted share units, rather than a purely discretionary sale.

What ongoing equity awards does Axel Schwan still hold at Restaurant Brands (QSR)?

The filing lists holdings of options, restricted share units, and performance share units for Axel Schwan, with various remaining vesting dates through December 15, 2028 and performance periods extending to 2028. These awards represent contingent rights to receive additional common shares if vesting and performance conditions are met.
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25.33B
341.28M
Restaurants
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United States
MIAMI