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QSR (NYSE: QSR) CFO invests bonus in stock and receives new equity awards

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Siddiqui Sami A. reported acquisition or exercise transactions in this Form 4 filing.

Restaurant Brands International Chief Financial Officer Sami A. Siddiqui reported equity compensation and an investment of part of his 2025 bonus into company stock. He purchased 3,843 common shares at $68.81 per share under the 2025 Bonus Swap Program, using 50% of his 2025 net bonus.

He also received grants of 14,411 restricted share units and 58,131 performance share units, all awarded at no cash cost to him. The filing updates his direct and indirect holdings, including common shares held personally and 235,228 common shares held through a revocable trust for his benefit.

Positive

  • None.

Negative

  • None.
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*
Siddiqui Sami A.

(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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
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 02/25/2026 A 3,843(1) A $68.81(2) 35,766.257 D
Common Shares 235,228 I By Trust(3)
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) $55.55 (4) 02/23/2027 Common Shares 80,000 80,000 D
Option (Right to Buy) $66.31 (4) 02/20/2030 Common Shares 20,000 20,000 D
Restricted Share Units (5) (6) (6) Common Shares 2,459.78 2,459.78 D
Restricted Share Units (5) (7) (7) Common Shares 7,469.0326 7,469.0326 D
Performance Share Units (8) 03/15/2027 03/15/2027 Common Shares 49,755.3302 49,755.3302 D
Restricted Share Units (5) (9) (9) Common Shares 7,809.1656 7,809.1656 D
Performance Share Units (10) 03/15/2028 03/15/2028 Common Shares 71,587.1289 71,587.1289 D
Performance Share Units (11) 05/21/2030 05/21/2030 Common Shares 75,541.5927 75,541.5927 D
Restricted Share Units (5) 02/25/2026 A 14,411(12) (13) (13) Common Shares 14,411 $0 14,411 D
Performance Share Units (14) 02/25/2026 A 58,131 03/15/2029 03/15/2029 Common Shares 58,131 $0 58,131 D
Explanation of Responses:
1. The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").
2. Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.
3. These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.
4. These options are fully vested and exercisable.
5. Each restricted share unit represents a contingent right to receive one common share.
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. 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 ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 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.
11. The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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. The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $68.81 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2026 RSUs that have not yet vested.
13. 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.
14. 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 Sami A. Siddiqui 02/27/2026
** 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 QSR CFO Sami Siddiqui do in this Form 4 filing?

Sami Siddiqui reported acquiring company equity through compensation and bonus investment programs. He purchased common shares with part of his 2025 bonus and received new restricted and performance share unit awards, updating both his direct holdings and shares held through a revocable trust.

How many Restaurant Brands (QSR) common shares did the CFO purchase?

He purchased 3,843 common shares using 50% of his 2025 net bonus. The price was $68.81 per share, set under the 2025 Bonus Swap Program based on the last sales price before the grant date.

What stock-based awards did the QSR CFO receive in this transaction?

He received 14,411 restricted share units and 58,131 performance share units. Each restricted share unit represents a right to one common share, while performance share units may increase or decrease based on multi-year performance conditions before vesting.

How is the QSR CFO’s bonus linked to his equity in the company?

Under the 2025 Bonus Swap Program, he used 50% of his 2025 net bonus to buy common shares at $68.81. He also received a matching grant of 2026 restricted share units calculated from his gross bonus and a position-based multiplier under the 2023 Omnibus Incentive Plan.

What indirect Restaurant Brands (QSR) holdings does the CFO report?

He reports 235,228 common shares held indirectly through a revocable trust. He is the settlor and trustee of this trust, which is maintained for his benefit, so these shares are reflected as indirect beneficial ownership in the filing.

Do the options reported for the QSR CFO in this filing vest immediately?

A footnote states that certain options reported as holdings are fully vested and exercisable. Other reported positions are restricted or performance share units, which vest over several years based on time-based schedules and specified performance periods.
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