Restaurant Brands (QSR) CEO details tax-related stock sales and RSU vesting

Rhea-AI Filing Summary

Restaurant Brands International Inc. Chief Executive Officer Joshua Kobza reported multiple equity transactions dated December 15, 2025. He acquired 7,096.7312, 8,139.2524 and 5,016.393 common shares at $0 per share upon the vesting and settlement of restricted share units and related awards, increasing his direct holdings before subsequent transactions.

On the same date, he sold 7,937.1632 shares at $70.8733 to cover withholding tax obligations and sold 12,315.2133 and 5,220 shares, with proceeds primarily used to reimburse him for tax equalization gross-ups, including a block at a weighted-average price of $71.0449 per share within a $71.00–$71.14 range. He also gifted 14,000 shares in an exempt transaction and directly owned 947,281.5174 common shares after these transactions, alongside exchangeable units, stock options, restricted share units and performance-based restricted share units that vest or may be earned through 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

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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^*

Kobza Joshua

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		7,096.7312	A	$0	973,598.2485	D
Common Shares	12/15/2025		M		8,139.2524	A	$0	981,737.5009	D
Common Shares	12/15/2025		M		5,016.393	A	$0	986,753.8939	D
Common Shares	12/15/2025		S(1)		7,937.1632	D	$70.8733	978,816.7307	D
Common Shares	12/15/2025		S(2)		12,315.2133	D	$70.8733	966,501.5174	D
Common Shares	12/15/2025		S(2)		5,220	D	$71.0449(3)	961,281.5174	D
Common Shares	12/15/2025		G(4)		14,000	D	$0	947,281.5174	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
Exchangeable Units(5)	(5)							(5)	(5)	Common Shares	5,413		5,413	D
Option (Right to Buy)	$56.92							(6)	05/04/2027	Common Shares	200,000		200,000	D
Restricted Share Units	(7)							(8)	(8)	Common Shares	8,701.2447		8,701.2447	D
Restricted Share Units	(7)	12/15/2025		M			7,096.7312	(9)	(9)	Common Shares	7,096.7312	$0	7,096.7311	D
Performance Share Units	(10)							05/21/2028	05/21/2028	Common Shares	328,603.0792		328,603.0792	D
Restricted Share Units	(7)	12/15/2025		M			8,139.2524	(11)	(11)	Common Shares	8,139.2524	$0	16,276.3812	D
Performance Share Units	(12)							03/15/2027	03/15/2027	Common Shares	126,765.7234		126,765.7234	D
Restricted Share Units	(7)	12/15/2025		M			5,016.393	(13)	(13)	Common Shares	5,016.393	$0	15,048.1515	D
Performance Share Units	(14)							03/15/2028	03/15/2028	Common Shares	157,619.7535		157,619.7535	D

Explanation of Responses:

1. Represents shares sold to cover withholding tax obligations on the settlement of the reported vesting of the Reporting Person's restricted share units.

2. Represents shares sold, the proceeds of which are primarily to be used to reimburse the Reporting Person for tax equalization gross-ups previously paid to the Company by the Reporting Person.

3. Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $71.00 to $71.14 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.

4. The Reporting Person gifted these shares in an exempt transaction pursuant to Rule 16b-5 of the Securities Exchange Act of 1934, as amended.

5. Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.

6. These options are fully vested and exercisable.

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

8. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.

9. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.

10. 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 February 22, 2023 and ending May 21, 2028 and to the extent earned will vest on May 21, 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. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.

12. 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.

13. 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.

14. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs 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 period.

Remarks:

	/s/ Jill Granat, as Attorney-in-Law for Joshua Kobza	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider stock transactions did Restaurant Brands (QSR) CEO report on December 15, 2025?

On December 15, 2025, Restaurant Brands (QSR) CEO Joshua Kobza reported the vesting of restricted share units that delivered 7,096.7312, 8,139.2524 and 5,016.393 common shares at $0 per share. He also reported several share sales and a 14,000-share gift, resulting in updated ownership levels.

How many Restaurant Brands (QSR) shares did CEO Joshua Kobza own after these transactions?

After the reported transactions on December 15, 2025, CEO Joshua Kobza directly owned 947,281.5174 Restaurant Brands International common shares, according to the Form 4 totals.

Why did the Restaurant Brands (QSR) CEO sell common shares in this Form 4 filing?

The filing states that 7,937.1632 shares were sold to cover withholding tax obligations tied to the vesting of restricted share units. It also notes that additional shares sold, as referenced in footnote 2, had proceeds used primarily to reimburse Joshua Kobza for tax equalization gross-ups

At what prices were the QSR shares sold by the CEO in these transactions?

In the reported transactions, the CEO sold shares at $70.8733 per share and at a weighted-average price of $71.0449 per share. The filing explains that prices for the weighted-average block ranged from $71.00 to $71.14 per share.

Did the Restaurant Brands (QSR) CEO make any gifts of stock in this period?

Yes. The Form 4 shows that 14,000 common shares of Restaurant Brands International were gifted by CEO Joshua Kobza in an exempt transaction described as being pursuant to Rule 16b-5 under the Securities Exchange Act of 1934.

What restricted and performance-based share units does the Restaurant Brands (QSR) CEO hold?

The filing lists various restricted share units, where each unit represents a contingent right to receive one common share, with remaining vesting dates including December 31, 2025 and multiple December 15 dates through 2028. It also describes performance-based restricted share units for 2023, 2024 and 2025 with performance periods running into 2027 and 2028, which vest at the end of those periods to the extent performance conditions are met.