Restaurant Brands (QSR) holder 3G details 21.3% stake and 2026 unit exchange

Rhea-AI Filing Summary

Restaurant Brands International Inc. major shareholder 3G Restaurant Brands Holdings GP Ltd. and 3G Restaurant Brands Holdings LP updated their Schedule 13D to reflect recent exchanges of Exchangeable Units. On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units in transactions that include a specific 2026 Exchange of 2,784,549 Exchangeable Units. The issuer, acting as general partner of RBI LP, elected to have RBI LP satisfy the 2026 Exchange by repurchasing these 2,784,549 Exchangeable Units for cash, effective as of the close of business on August 31, 2026.

After the reported transactions, the reporting persons state they beneficially own 94,373,170 Exchangeable Units, which are exchangeable into 94,373,170 Common Shares. Based on 348,758,065 Common Shares outstanding as of July 31, 2026, this position represents 21.3% of the class, assuming exchange of these units. The reporting persons indicate they have no current plans for the types of corporate actions listed in Item 4 beyond the transactions described and expressly disclaim beneficial ownership of certain securities except as specifically noted.

Key Figures

Exchangeable Units beneficially owned: 94,373,170 Ownership percentage: 21.3% Common Shares outstanding: 348,758,065 +3 more

6 metrics

Exchangeable Units beneficially owned 94,373,170 Exchangeable Units held by 3G RBH GP and 3G RBH after transactions

Ownership percentage 21.3% Percent of class represented by 94,373,170 Exchangeable Units and corresponding Common Shares

Common Shares outstanding 348,758,065 Total Common Shares outstanding as of July 31, 2026

Units in 2026 Exchange 2,784,549 Exchangeable Units subject to the 2026 Exchange and cash repurchase

Total units transferred on Aug. 10, 2026 4,784,732 Exchangeable Units transferred by 3G RBH in the Transactions

Amendment number 25 Amendment No. 25 to the original Schedule 13D for Restaurant Brands International Inc.

Key Terms

Exchangeable Units, beneficially own, Voting Trust Agreement, Partnership Agreement, +1 more

5 terms

Exchangeable Units financial

"3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units..."

beneficially own financial

"3G RBH GP and 3G RBH beneficially own and may be deemed to have shared voting..."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Voting Trust Agreement financial

"As a result of the consummation of the Transactions, the Partnership Agreement, the Voting Trust Agreement..."

A voting trust agreement is a legal arrangement where shareholders hand over their voting power to one or more trustees for a set time while still keeping ownership and economic rights in their shares. It matters to investors because it concentrates decision-making authority — like giving a group’s votes to a single trusted person — which can change board control, corporate strategy, takeover prospects and therefore the value or liquidity of shares.

Partnership Agreement financial

"As a result of the consummation of the Transactions, the Partnership Agreement, the Voting Trust Agreement..."

A partnership agreement is a written contract that lays out how two or more parties will work together, splitting responsibilities, profits, losses and decision-making. Think of it as a detailed roadmap or house rulebook for a joint project; it matters to investors because the terms determine how much revenue and risk a company will take on, how quickly it can act, and whether the partnership could dilute control or boost growth potential.

Schedule 13D regulatory

"This Amendment No. 25 to the initial Statement on , filed on December 22, 2014..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What ownership stake in QSR does 3G Restaurant Brands report in this Schedule 13D/A?

3G Restaurant Brands reports beneficial ownership of 94,373,170 Exchangeable Units, exchangeable into the same number of Common Shares, representing 21.3% of the class based on outstanding shares as of July 31, 2026.

What is the 2026 Exchange described in the QSR Schedule 13D/A amendment?

The 2026 Exchange is an exchange notice for 2,784,549 Exchangeable Units delivered by 3G RBH. RBI LP, controlled by the issuer, elected to repurchase these 2,784,549 units for cash, effective as of the close of business on August 31, 2026.

How many QSR Exchangeable Units did 3G RBH transfer on August 10, 2026?

On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units. This total includes units subject to the 2026 Exchange and other Exchangeable Units grouped together as the reported transactions.

How is the 21.3% ownership figure for QSR calculated in this filing?

The 21.3% figure is based on 348,758,065 Common Shares outstanding as of July 31, 2026, plus 94,373,170 Common Shares that would be issued upon exchange of the reporting persons’ Exchangeable Units, after giving effect to the transactions.

Do the reporting persons plan additional corporate actions regarding QSR shares?

The reporting persons state that, other than the described transactions, they have no plan or proposals relating to the types of corporate actions listed in Item 4, such as mergers, major asset sales, or changes in capital structure.

What is the relationship between QSR Exchangeable Units and Common Shares?

The reporting persons state that their 94,373,170 Exchangeable Units are exchangeable into 94,373,170 Common Shares of Restaurant Brands International Inc., and their beneficial ownership percentage assumes this exchange.

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

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Available on EDGAR 08/12/2026 - 05:30 PM Accepted by SEC EDGAR 08/12/2026 - 05:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)

Restaurant Brands International Inc.

(Name of Issuer)

Common Shares, without par value

(Title of Class of Securities)

76131D103

(CUSIP Number)

Jill Granat
c/o Restaurant Brands International Inc., 130 King Street West, Suite 300
Toronto, A6, M5X 1E1
(905) 339-6011

Asna Afzal, Esq.
3G Capital, Inc., 600 Third Avenue, 37th Floor
New York, NY, 10016
(212) 893-6727

Brian M. Janson, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas
New York, NY, 10019-6064
(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 76131D103

1

Name of reporting person

3G Restaurant Brands Holdings General Partner Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 94,373,170.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 94,373,170.00

11

Aggregate amount beneficially owned by each reporting person

94,373,170.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 11: Represents 94,373,170 Common Shares acquirable in respect of 94,373,170 Exchangeable Units held by the Reporting Persons. See Item 4. Row 13: Calculated based on (i) 348,758,065 total Common Shares outstanding as of July 31, 2026, as reported on the Issuer's Form 10-Q filed on August 6, 2026 and (ii) 94,373,170 Common Shares issuable in respect of 94,373,170 Exchangeable Units held by the Reporting Persons. See Item 4.

SCHEDULE 13D

CUSIP Number(s): 76131D103

1

Name of reporting person

3G Restaurant Brands Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 94,373,170.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 94,373,170.00

11

Aggregate amount beneficially owned by each reporting person

94,373,170.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 11: Represents 94,373,170 Common Shares acquirable in respect of 94,373,170 Exchangeable Units held by the Reporting Persons. See Item 4. Row 13: Calculated based on (i) 348,758,065 total Common Shares outstanding as of July 31, 2026, as reported on the Issuer's Form 10-Q filed on August 6, 2026 and (ii) 94,373,170 Common Shares issuable in respect of 94,373,170 Exchangeable Units held by the Reporting Persons. See Item 4.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, without par value
(b)	Name of Issuer: Restaurant Brands International Inc.
(c)	Address of Issuer's Principal Executive Offices: 5707 BLUE LAGOON DRIVE, MIAMI, FLORIDA , 33126.
Item 1 Comment: This Amendment No. 25 to the initial Statement on Schedule 13D, filed on December 22, 2014 (the "initial Schedule 13D"), as amended by Amendment No. 1, filed on September 25, 2015, Amendment No. 2, filed on December 7, 2015, Amendment No. 3, filed on December 16, 2015, Amendment No. 4, filed on November 1, 2017, Amendment No. 5, filed on November 13, 2017, Amendment No. 6, filed on November 17, 2017, Amendment No. 7, filed on October 30, 2018, Amendment No. 8, filed on November 8, 2018, Amendment No. 9, filed on August 13, 2019, Amendment No. 10, filed on September 3, 2019, Amendment No. 11, filed on September 6, 2019, Amendment No. 12, filed on September 26, 2019, Amendment No. 13, filed on September 14, 2020, Amendment No. 14, filed on August 6, 2021, Amendment No. 15, filed on August 25, 2021, Amendment No. 16, filed on February 28, 2023, Amendment No. 17, filed on March 17, 2023, Amendment No. 18, filed on August 17, 2023, Amendment No. 19, filed on September 6, 2023, Amendment No. 20, filed on August 13, 2024, Amendment No. 21, filed on August 30, 2024, Amendment No. 22, filed on November 14, 2025, Amendment No. 23, filed on December 3, 2025 and Amendment No. 24, filed on August 10, 2026 (as amended, the "Schedule 13D"), amends and restates, where indicated, the Schedule 13D relating to the Common Shares of Restaurant Brands International Inc. (the "Issuer") by: (i) 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company ("3G RBH GP"); and (ii) 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership ("3G RBH"). Capitalized terms used in this Amendment No. 25 and not otherwise defined herein have the meanings given to them in the initial Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units for which 3G RBH submitted an exchange notice to RBI LP pursuant to the terms of the limited partnership agreement of RBI LP (herein the "2026 Exchange") and other Exchangeable Units (together with the 2026 Exchange, the "Transactions"). This Amendment is being filed primarily to report the Transactions.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended to add the following language: As noted above, 3G RBH delivered to RBI LP an exchange notice to exchange 2,784,549 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on August 10, 2026 with respect to 2,784,549 Exchangeable Units. As announced by the Issuer on August 10, 2026, upon receipt of the exchange notice, the Issuer, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the 2026 Exchange by repurchasing 2,784,549 Exchangeable Units for cash. The 2026 Exchange will be effected as of the close of business on August 31, 2026. The Reporting Persons continue to hold 94,373,170 Exchangeable Units, for which they have not submitted any exchange notice. Except as set forth in this Schedule 13D and in connection with the Transactions and the other transactions discussed herein, the Reporting Persons have no plan or proposals that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) and (b) of the Schedule 13D are hereby amended and replaced in their entirety with the following language: (a) and (b) As a result of the consummation of the Transactions, the Partnership Agreement, the Voting Trust Agreement and the subsequent transactions discussed herein, 3G RBH GP and 3G RBH beneficially own and may be deemed to have shared voting and dispositive power with respect to 94,373,170 Exchangeable Units. All Common Share and Exchangeable Unit numbers and percentages are based on (i) 348,758,065 total Common Shares outstanding as of July 31, 2026, as reported on the Issuer's Form 10-Q filed on August 6, 2026 and (ii) 94,373,170 Common Shares that would be issued upon exchange of the 94,373,170 Exchangeable Units as held by the Reporting Persons, and after giving effect to the transactions discussed herein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person, other than, solely with respect to the Exchangeable Units held by 3G RBH, that it is the beneficial owner of any of the Exchangeable Units or Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Except as set forth in this Item 5(a), none of the Reporting Persons and, to the knowledge of the Reporting Persons, no person named in Schedule A, beneficially owns any Common Shares. The information set forth in Item 2 is incorporated by reference into this Item 5(b).
(b)	See Item 5(a).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

3G Restaurant Brands Holdings General Partner Ltd.

Signature:	/s/ Flavio Montini
Name/Title:	Flavio Montini, Authorized Signatory
Date:	08/12/2026

3G Restaurant Brands Holdings LP

Signature:	/s/ Flavio Montini
Name/Title:	Flavio Montini, Authorized Signatory
Date:	08/12/2026