Restaurant Brands (NYSE: QSR) holder 3G updates 23.22% stake, 17.6M-share forward

Rhea-AI Filing Summary

Restaurant Brands International investor 3G Restaurant Brands Holdings filed an updated Schedule 13D/A reflecting its current economic interest in the company. The reporting entities, organized in the Cayman Islands, beneficially own 99,157,902 Exchangeable Units, which are exchangeable into 99,157,902 Common Shares, giving them a 23.22% interest in the common equity based on 327,812,087 Common Shares outstanding as of October 24, 2025.

The filing explains that 3G RBH previously submitted an exchange notice for 17,626,570 Exchangeable Units, which became irrevocable on November 13, 2025. The partnership elected to satisfy this notice by issuing 17,626,570 Common Shares in exchange for the same number of Exchangeable Units, and this November 2025 Exchange was completed on December 3, 2025. On that date, HL1 delivered 17,626,570 Common Shares to BofA Securities, Inc. under a Forward Contract in return for a cash payment based on a price per share of $68.72, adjusted daily by a specified funding-rate factor.

The reporting persons state that, aside from the November 2025 Exchange, the Forward Contract settlement, and related transactions described, they have no current plans or proposals for corporate actions such as mergers, major asset sales, or changes in control. They also expressly disclaim beneficial ownership of any Common Shares or Exchangeable Units beyond those specifically attributed to them in connection with the described transactions.

Insights

Equity ownership and governance analyst

3G reaffirms a 23.22% economic interest in Restaurant Brands while settling a large forward contract in cash.

The disclosure shows that 3G Restaurant Brands Holdings, through its affiliated entities, continues to hold 99,157,902 Exchangeable Units, each exchangeable into one Common Share of Restaurant Brands International. Using the company’s 327,812,087 Common Shares outstanding as of October 24, 2025, this equates to a 23.22% economic interest, giving 3G substantial influence through shared voting and dispositive power over these units.

The filing details a specific step in managing this stake: a prior exchange notice for 17,626,570 Exchangeable Units led to the issuance of 17,626,570 Common Shares, with the exchange completed on December 3, 2025. On the same day, HL1 delivered 17,626,570 Common Shares to BofA Securities, Inc. under a Forward Contract in return for cash. The cash consideration was tied to a price per Forward Share of $68.72, adjusted by an overnight bank funding rate minus a negotiated spread, indicating a structured monetization of a portion of the position.

The reporting persons state they have no additional plans for major corporate actions beyond the transactions described, which frames this amendment mainly as an ownership and financing update rather than a strategic shift. Future company filings may provide more detail if 3G submits further exchange notices or enters into additional derivatives affecting its 23.22% interest.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

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)

12/03/2025

(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).

SCHEDULE 13D

CUSIP No. 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 99,157,902.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 99,157,902.00

11

Aggregate amount beneficially owned by each reporting person

99,157,902.00

12

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

13

Percent of class represented by amount in Row (11)

23.22 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row 11: Represents 99,157,902 Common Shares acquirable in respect of 99,157,902 Exchangeable Units held by the Reporting Persons. See Item 4. Row 13: Calculated based on (i) 327,812,087 total Common Shares outstanding as of October 24, 2025, as reported on the Issuer's Form 10-Q filed on October 30, 2025 and (ii) 99,157,902 Common Shares issuable in respect of 99,157,902 Exchangeable Units held by the Reporting Persons. See Item 4.

SCHEDULE 13D

CUSIP No. 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 99,157,902.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 99,157,902.00

11

Aggregate amount beneficially owned by each reporting person

99,157,902.00

12

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

13

Percent of class represented by amount in Row (11)

23.22 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Row 11: Represents 99,157,902 Common Shares acquirable in respect of 99,157,902 Exchangeable Units held by the Reporting Persons. See Item 4. Row 13: Calculated based on (i) 327,812,087 total Common Shares outstanding as of October 24, 2025, as reported on the Issuer's Form 10-Q filed on October 30, 2025 and (ii) 99,157,902 Common Shares issuable in respect of 99,157,902 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: Explanatory Note: This Amendment No. 23 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 and Amendment No. 22, filed on November 14, 2025 (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. 23 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. As previously disclosed, pursuant to the terms of the Partnership Agreement, 3G RBH delivered to Restaurant Brands International Limited Partnership ("RBI LP") an exchange notice to exchange in aggregate 17,626,570 Exchangeable Units of RBI LP, referred to herein as the "November 2025 Exchange." The November 2025 Exchange was effected on December 3, 2025. On December 3, 2025, HL1 17 LP, an affiliate of the Reporting Persons ("HL1"), settled the previously announced forward sale contract, dated as of November 13, 2025, with BofA Securities, Inc. with respect to 17,626,570 common shares (the "Common Shares") of the Issuer as described in further detail in Item 6 of this Amendment (the "Forward Contract"). This Amendment is being filed primarily to provide additional detail about the Forward Contract.
Item 4.	Purpose of Transaction
	Item 4 of Schedule 13D is hereby amended to add the following language: As previously disclosed, 3G RBH delivered to RBI LP an exchange notice to exchange 17,626,570 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on November 13, 2025 with respect to 17,626,570 Exchangeable Units. As announced by the Issuer on November 13, 2025, upon receipt of the exchange notice, the Issuer, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the November 2025 Exchange by issuing 17,626,570 Common Shares in exchange for 17,626,570 Exchangeable Units. The November 2025 Exchange was effected on December 3, 2025. On December 3, 2025, HL1 delivered 17,626,570 Common Shares to BofA Securities, Inc. pursuant to the Forward Contract in exchange for a cash payment. The Reporting Persons continue to hold 99,157,902 Exchangeable Units, for which they have not submitted any exchange notice. Except as set forth in this Schedule 13D and in connection with the November 2025 Exchange, the Forward Contract 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 99,157,902 Exchangeable Units. All Common Share and Exchangeable Unit numbers and percentages are based on (i) 327,812,087 total Common Shares outstanding as of October 24, 2025, as reported on the Issuer's Form 10-Q filed on October 30, 2025 and (ii) 99,157,902 Common Shares that would be issued upon exchange of the 99,157,902 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 acquired in the Transactions 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).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: On December 3, 2025, HL1 settled the Forward Contract with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligated HL1 to deliver to the buyer up to 17,626,570 Common Shares (the "Forward Shares") on the scheduled settlement date of December 3, 2025 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract in exchange for a cash payment equal to a price per Forward Share of $68.72 multiplied by a factor of (1+(an overnight bank funding rate minus a negotiated spread)) on each day that the Forward Contract was outstanding.

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:	12/03/2025

3G Restaurant Brands Holdings LP

Signature:	/s/ Flavio Montini
Name/Title:	Flavio Montini, Authorized Signatory
Date:	12/03/2025

FAQ

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

The reporting entities led by 3G Restaurant Brands Holdings disclose beneficial ownership of 99,157,902 Exchangeable Units, each exchangeable into one Common Share. Based on 327,812,087 Common Shares outstanding as of October 24, 2025 plus the shares underlying these units, they report holding 23.22% of the class.

What transaction involving 17,626,570 Restaurant Brands (QSR) shares is described in this amendment?

The filing explains that 3G RBH submitted an exchange notice for 17,626,570 Exchangeable Units, which became irrevocable on November 13, 2025. The partnership elected to satisfy this by issuing 17,626,570 Common Shares in exchange for the same number of units. This November 2025 Exchange was completed on December 3, 2025.

How was the forward contract between HL1 and BofA Securities on QSR shares structured?

On December 3, 2025, HL1 settled a Forward Contract with BofA Securities, Inc. by delivering 17,626,570 Common Shares of Restaurant Brands International (the “Forward Shares”). In exchange, HL1 received a cash payment equal to a price per Forward Share of $68.72, multiplied by a factor of 1 + (an overnight bank funding rate minus a negotiated spread) for each day the contract was outstanding.

Do the 3G reporting persons still hold Restaurant Brands (QSR) exchangeable units after this transaction?

Yes. The reporting persons state that they continue to hold 99,157,902 Exchangeable Units of Restaurant Brands International following the described transactions. These units are exchangeable into 99,157,902 Common Shares, and the reporting persons have shared voting and dispositive power with respect to these units.

Does this Restaurant Brands (QSR) Schedule 13D/A amendment signal any planned change of control or major corporate action?

The reporting persons state that, other than the November 2025 Exchange, the settlement of the Forward Contract, and related transactions described, they have no current plans or proposals for actions such as mergers, major asset sales, or other transactions listed in Item 4’s subparagraphs (a) through (j).

How do the reporting persons characterize their beneficial ownership of QSR securities?

The amendment notes that 3G RBH GP and 3G RBH may be deemed to have shared voting and dispositive power over 99,157,902 Exchangeable Units. It also states that, except for the Exchangeable Units acquired in the described Transactions, the filing and its contents should not be considered an admission of beneficial ownership of any additional Exchangeable Units or Common Shares.