Restaurant Brands (QSR) Form 4: RSUs and PSUs credited to Jeffrey Klein
Rhea-AI Filing Summary
Jeffrey W. Klein, President, Popeyes‑US & Canada at Restaurant Brands International, Inc. (QSR), filed a Form 4 disclosing changes in beneficial ownership on 10/07/2025. The reporting form shows a disposition of 20,762.7801 common shares and multiple equity awards granted or credited the same day: restricted share units totaling 120.0714 RSUs (reported as several tranches with dividend equivalents), performance share unit awards totaling 620.8277 PSUs across three performance programs, and resulting beneficial ownership tallies for each award series. Several RSU tranches vest on 12/15/2025 through 12/15/2028, and PSU performance periods end between 12/31/2025 and 02/28/2028 with vesting dates in 02/22/2026, 03/15/2027, and 03/15/2028. The filing was signed by an attorney‑in‑fact on 10/09/2025.
Positive
- Equity awards include multi‑year performance units aligning executive pay with long‑term results through 02/28/2028
- RSUs include dividend equivalents, preserving economic value during vesting periods
Negative
- Disposal of 20,762.7801 common shares may modestly reduce the reporting person's direct ownership
- Potential future dilution from aggregate PSUs and RSUs if fully earned and settled by 03/15/2028
Insights
Mix of cashless disposition and multi‑year equity awards highlights routine executive compensation activity.
The transaction shows a disposition of 20,762.7801 common shares concurrent with issuance/crediting of multiple restricted share units and performance share units. Restricted share unit tranches include dividend equivalents and staggered vesting from 12/15/2025 to 12/15/2028, while PSUs carry performance periods ending between 12/31/2025 and 02/28/2028.
These items typically reflect annual incentive grants and standard retention design; monitor realized share sales near vesting/settlement dates and PSU performance outcomes around the stated end dates (02/22/2026, 03/15/2027, 03/15/2028) for potential dilution and executive alignment.
The filing records a sizable single disposal and multiple award credits, a pattern consistent with planned compensation timing.
The 20,762.7801‑share disposal is recorded with no purchase price shown (code V), and award entries report 0 price for dividend equivalents and unit grants, indicating non‑cash credits. Ownership after each reported award is specified, allowing calculation of incremental dilution if fully settled.
Investors may track reported vesting and performance settlement dates to assess future share issuance timing and potential impact on outstanding shares within the next three years, notably by 03/15/2028.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Share Units | 14.7548 | $0.00 | $0.00 |
| Grant/Award | Restricted Share Units | 34.344 | $0.00 | $0.00 |
| Grant/Award | Performance Share Units | 93.7469 | $0.00 | $0.00 |
| Grant/Award | Performance Share Units | 209.7103 | $0.00 | $0.00 |
| Grant/Award | Restricted Share Units | 63.9726 | $0.00 | $0.00 |
| Grant/Award | Performance Share Units | 316.3705 | $0.00 | $0.00 |
| holding | Common Shares | -- | -- | -- |
Footnotes (9)
- F1. Each restricted share unit represents a contingent right to receive one common share.
- F2. 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.
- F3. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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 period.
- F8. 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.
- F9. The shares reported represent an award of performance base share units (the "2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning on 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.