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

Compensation & Governance Analyst

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.

Insider Transactions Specialist

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.

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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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^*

KLEIN JEFFREY W

(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)
	President, Popeyes-US & Canada

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								20,762.7801	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
Restricted Share Units	(1)	10/07/2025		A		14.7548(2)		(3)	(3)	Common Shares	14.7548	$0	1,653.9688	D
Restricted Share Units	(1)	10/07/2025		A		34.344(2)		(4)	(4)	Common Shares	34.344	$0	3,849.8473	D
Performance Share Units	(5)	10/07/2025		A		93.7469(6)		02/22/2026	02/22/2026	Common Shares	93.7469	$0	10,508.7265	D
Performance Share Units	(7)	10/07/2025		A		209.7103(6)		03/15/2027	03/15/2027	Common Shares	209.7103	$0	23,507.8511	D
Restricted Share Units	(1)	10/07/2025		A		63.9726(2)		(8)	(8)	Common Shares	63.9726	$0	7,171.1198	D
Performance Share Units	(9)	10/07/2025		A		316.3705(6)		03/15/2028	03/15/2028	Common Shares	316.3705	$0	35,464.1106	D

Explanation of Responses:

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

2. 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.

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

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

Remarks:

	/s/ Deul Lim, as Attorney-in-Fact for Jeffrey Klein	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.
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FAQ

What did Jeffrey W. Klein report in the Form 4 for QSR?

The Form 4 reports a disposition of 20,762.7801 common shares on 10/07/2025 and multiple credited equity awards including restricted share units and performance share units with vesting and performance end dates through 03/15/2028.

How many performance share units (PSUs) were reported for QSR insider Jeffrey Klein?

The filing shows PSU credits totaling 620.8277 PSUs across awards with performance periods ending 12/31/2025, 02/23/2027 (vesting 03/15/2027), and 02/28/2028 (vesting 03/15/2028).

When do the restricted share units (RSUs) reported by Jeffrey Klein vest?

RSU vesting occurs in scheduled installments with remaining vesting dates noted on 12/15/2025, 12/15/2026, 12/15/2027, and 12/15/2028 depending on the tranche.

Does the Form 4 show any cash purchase prices for the awards?

No. The reported awards and dividend equivalents are listed with a $0 price, reflecting non‑cash grants and accrued dividend equivalents.

Who signed the Form 4 for Jeffrey Klein?

The Form 4 is signed by Deul Lim, as Attorney‑in‑Fact for Jeffrey Klein on 10/09/2025.