STOCK TITAN

Restaurant Brands (NYSE: QSR) grants equity awards to Chief Corporate Officer Fulton Duncan

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fulton Duncan reported acquisition or exercise transactions in this Form 4 filing.

Restaurant Brands International Inc. executive Fulton Duncan, Chief Corporate Officer, reported updated equity holdings and several compensation-related equity awards. On July 7, 2026, he received grants of performance share units and restricted share units that each represent rights to receive common shares in the future, subject to vesting schedules and performance conditions. He also continues to hold common shares and fully vested stock options; the filing reports no open-market purchases or sales.

Positive

  • None.

Negative

  • None.

Insights

Compensation-related equity awards, no market buying or selling.

Chief Corporate Officer Fulton Duncan reported new equity incentives in the form of performance share units and restricted share units in Restaurant Brands International Inc. These awards are granted at a price of $0.0000 per unit and convert into common shares only if vesting and, for performance awards, performance targets are met.

The filing also lists fully vested options to buy 15,000 and 60,000 common shares at exercise prices of $66.3100 and $63.6400, expiring on February 21, 2030 and August 3, 2028. Several restricted share unit awards vest in equal annual installments through dates such as December 15, 2029, and performance-based awards have performance periods ending between February 23, 2027 and February 25, 2029.

The absence of open-market purchases or sales and the presence of routine incentive grants indicate standard executive compensation rather than a discretionary trading signal.

Insider Fulton Duncan
Role Chief Corporate Officer
Type Security Shares Price Value
Grant/Award Restricted Share Units 21.9794 $0.00 $0.00
Grant/Award Restricted Share Units 46.0629 $0.00 $0.00
Grant/Award Performance Share Units 190.1677 $0.00 $0.00
Grant/Award Restricted Share Units 43.6323 $0.00 $0.00
Grant/Award Performance Share Units 213.5033 $0.00 $0.00
Grant/Award Restricted Share Units 62.0133 $0.00 $0.00
Grant/Award Performance Share Units 194.9681 $0.00 $0.00
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 19,756.6193 shares (Direct); Performance Share Units — 68,093.8424 shares (Direct); Option (Right to Buy) — 75,000 shares (Direct); Common Shares — 51,216.9168 shares (Direct)
Footnotes (13)
  1. F1. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date.
  2. F2. These options are fully vested and exercisable.
  3. F3. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date.
  4. F4. Each restricted share unit represents a contingent right to receive one common share.
  5. F5. 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.
  6. F6. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
  7. F7. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
  8. F8. 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. F9. 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.
  10. F10. 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.
  11. F11. 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 on February 28, 2025 and ending on 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.
  12. F12. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
  13. F13. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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.
Common shares held 51,216.9168 shares Direct common share ownership after transactions as of July 7, 2026
Option exercise price $66.3100 per share Fully vested option on 15,000 common shares expiring February 21, 2030
Option underlying shares 15,000.0000 shares Common shares underlying option at $66.3100 exercise price
Option exercise price $63.6400 per share Fully vested option on 60,000 common shares expiring August 3, 2028
Option underlying shares 60,000.0000 shares Common shares underlying option at $63.6400 exercise price
PSU grant size 194.9681 units Performance share units with performance period February 25, 2026 to February 25, 2029
RSU grant size 62.0133 units Restricted share units with remaining vesting including December 15, 2026
Derivative holdings total 22,177.1795 units Total performance share units held in one reported award line after acquisition
dividend equivalent rights financial
"Represents dividend equivalent rights that accrued on the underlying award of restricted share units."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
performance based restricted share units financial
"The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted"
restricted share unit financial
"Each restricted share unit represents a contingent right to receive one common share."
A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.
performance period financial
"The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
vesting financial
"These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
exercise price financial
"The options were issued with an exercise price of CAD $82.81."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider activity did QSR executive Fulton Duncan report on July 7, 2026?

Fulton Duncan reported equity awards and holdings on July 7, 2026, including grants of performance share units and restricted share units, plus existing common shares and fully vested stock options, with no open-market purchases or sales.

How many QSR common shares does Fulton Duncan hold after these transactions?

Following the reported transactions, Fulton Duncan holds 51,216.9168 common shares directly. This figure reflects his reported direct ownership position in Restaurant Brands International Inc. common shares after the July 7, 2026 reporting date.

What stock options for QSR shares does Fulton Duncan currently have outstanding?

Fulton Duncan holds options on 15,000 common shares at an exercise price of $66.3100 expiring February 21, 2030, and options on 60,000 shares at $63.6400 expiring August 3, 2028, all reported as fully vested and exercisable.

What types of equity awards did QSR grant to Fulton Duncan in this Form 4?

The company granted performance share units and restricted share units that each represent rights to receive one common share, subject to time-based vesting and, for performance-based awards, performance conditions over defined measurement periods.

Do the QSR awards to Fulton Duncan include dividend equivalent rights?

Yes. The filing notes dividend equivalent rights that accrue when dividends are paid on underlying restricted and performance-based share units, vesting and settling on the same terms as the related units.

Over what period will Fulton Duncan’s QSR performance-based RSUs vest if earned?

Performance-based restricted share units labeled 2024, 2025, and 2026 PBRSUs have performance periods ending on February 23, 2027, February 28, 2028, and February 25, 2029, respectively, with vesting on March 15 of the corresponding year if performance conditions are met.
SEC Form 4
FORM 4UNITED 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*
Fulton Duncan

(Last)(First)(Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT DRIVE

(Street)
MIAMI FLORIDA 33126

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Corporate Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares51,216.9168D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy)$63.64(1) (2)08/03/2028Common Shares60,00060,000D
Option (Right to Buy)$66.31(3) (2)02/21/2030Common Shares15,00015,000D
Restricted Share Units(4)07/07/2026A21.9794(5) (6) (6)Common Shares21.9794$02,500.1121D
Restricted Share Units(4)07/07/2026A46.0629(5) (7) (7)Common Shares46.0629$05,239.5514D
Performance Share Units(8)07/07/2026A190.1677(9)03/15/202703/15/2027Common Shares190.1677$021,631.1456D
Restricted Share Units(4)07/07/2026A43.6323(5) (10) (10)Common Shares43.6323$04,963.0782D
Performance Share Units(11)07/07/2026A213.5033(9)03/15/202803/15/2028Common Shares213.5033$024,285.5173D
Restricted Share Units(4)07/07/2026A62.0133(5) (12) (12)Common Shares62.0133$07,053.8776D
Performance Share Units(13)07/07/2026A194.9681(9)03/15/202903/15/2029Common Shares194.9681$022,177.1795D
Explanation of Responses:
1. The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date.
2. These options are fully vested and exercisable.
3. The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date.
4. Each restricted share unit represents a contingent right to receive one common share.
5. 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.
6. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
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. 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.
10. 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.
11. 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 on February 28, 2025 and ending on 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.
12. These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.
13. The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. 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 Duncan Fulton07/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)