Restaurant Brands (QSR): 3G reports 22.1% interest via 99.2M exchangeable units
Rhea-AI Filing Summary
3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP report their beneficial ownership in Restaurant Brands International Inc. common shares in this Amendment No. 24 to Schedule 13D.
The reporting persons beneficially own 99,157,902 Exchangeable Units, which are exchangeable into 99,157,902 common shares, and have shared voting and dispositive power over these securities under a Partnership Agreement and a Voting Trust Agreement. Based on 348,758,065 common shares outstanding as of July 31, 2026, plus the shares issuable upon exchange of these units, their reported ownership represents 22.1% of the class. This amendment is being filed solely to update the ownership percentage following the issuer’s updated outstanding share count.
Positive
- None.
Negative
- None.
Key Figures
Exchangeable Units held: 99,157,902
Common Shares issuable: 99,157,902
Ownership percentage: 22.1%
+3 more
6 metrics
Exchangeable Units held
99,157,902
Exchangeable Units beneficially owned by 3G RBH GP and 3G RBH
Common Shares issuable
99,157,902
Common Shares that would be issued upon exchange of the Exchangeable Units
Ownership percentage
22.1%
Percent of class represented by 99,157,902 shares on the stated base
Shares outstanding
348,758,065
Total common shares outstanding as of July 31, 2026
Shared Voting Power
99,157,902
Shares over which the reporting persons have shared voting power
Shared Dispositive Power
99,157,902
Shares over which the reporting persons have shared dispositive power
Key Terms
Exchangeable Units, Schedule 13D, beneficial owner, Voting Trust Agreement, +1 more
5 terms
Exchangeable Units financial
"beneficially own and may be deemed to have shared voting and dispositive power with respect to 99,157,902 Exchangeable Units"
Schedule 13D regulatory
"This Amendment No. 24 to the initial Statement on , filed on December 22, 2014 (the "initial "), as amended"
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.
beneficial owner regulatory
"such beneficial ownership is expressly disclaimed"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Voting Trust Agreement financial
"As a result of the Partnership Agreement and the Voting Trust Agreement, 3G RBH GP and 3G RBH beneficially own"
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.
dispositive power financial
"may be deemed to have shared voting and dispositive power with respect to 99,157,902 Exchangeable Units"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What ownership stake in QSR does 3G Restaurant Brands report in this Schedule 13D/A?
3G Restaurant Brands reports beneficial ownership of 99,157,902 Exchangeable Units, representing 22.1% of Restaurant Brands International’s common shares when exchanged, based on the issuer’s updated outstanding share count.
What securities does 3G hold in QSR according to this Schedule 13D/A amendment?
3G holds 99,157,902 Exchangeable Units that are exchangeable into 99,157,902 common shares of Restaurant Brands International. These units give 3G shared voting and dispositive power over the underlying shares.
Why was this Amendment No. 24 to the QSR Schedule 13D filed?
The amendment was filed because Restaurant Brands International reported a changed total of 348,758,065 common shares outstanding, requiring 3G to update its reported ownership percentage of 22.1% even though the number of units held remained the same.
Do the reporting persons disclaim beneficial ownership of any QSR securities?
Yes. The reporting persons state that, except for Exchangeable Units held by 3G Restaurant Brands Holdings LP, they do not admit beneficial ownership of the Exchangeable Units or common shares referred to and expressly disclaim such ownership for Exchange Act purposes.
What type of power does 3G have over its QSR Exchangeable Units?
Through a Partnership Agreement and a Voting Trust Agreement, 3G Restaurant Brands entities have shared voting power over 99,157,902 shares and shared dispositive power over 99,157,902 shares, with no sole voting or dispositive power reported.