Restaurant Brands to Cancel 2.78M Exchangeable Units
Restaurant Brands International Limited Partnership reported that affiliate 3G Restaurant Brands Holdings LP has delivered an irrevocable exchange notice to exchange 2,784,549 Class B exchangeable limited partnership units.
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Form Type
8-K
Rhea-AI Filing Summary
Restaurant Brands International Limited Partnership reported that affiliate 3G Restaurant Brands Holdings LP has delivered an irrevocable exchange notice to exchange 2,784,549 Class B exchangeable limited partnership units. RBI LP intends to repurchase all of these Exchangeable Units for cash using available cash on hand, with the repurchase price based on the 20-day volume weighted average price of Restaurant Brands International Inc. common shares on the NYSE in U.S. dollars, in accordance with the partnership agreement.
Once settled, the exchanged units will be cancelled, reducing RBI’s fully diluted common shares by 2,784,549. On an as-adjusted basis after the exchange, 3G Restaurant Brands Holdings LP is expected to hold approximately 21% of RBI’s fully diluted common shares. The exchange date is scheduled for August 31, 2026. The company highlights that it plans to fund the repurchase from existing cash on hand.
Positive
- 2,784,549 Exchangeable Units cancelled, reducing fully diluted share count, which functions economically like a share repurchase and can be favorable for remaining shareholders.
- Post-transaction, 3G Restaurant Brands Holdings LP will hold about 21% of fully diluted shares, clarifying sponsor ownership and potentially improving float transparency.
Negative
- None.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Exchangeable Units repurchased: 2,784,549 units
Post-transaction ownership: 21% of fully diluted common shares
Exchange date: August 31, 2026
+3 more
6 metrics
Exchangeable Units repurchased
2,784,549 units
Class B exchangeable limited partnership units to be repurchased for cash and cancelled
Post-transaction ownership
21% of fully diluted common shares
Approximate stake of 3G Restaurant Brands Holdings LP after the exchange
Exchange date
August 31, 2026
Scheduled date for completion of the exchange and repurchase
Pricing reference period
20-day volume weighted average price
VWAP of RBI common shares on NYSE in U.S. dollars used to set repurchase price
Annual system-wide sales
nearly $49 billion
Scale of Restaurant Brands International’s global quick service restaurant system
Restaurant count
over 33,000 restaurants
Number of restaurants operated in more than 120 countries and territories
Key Terms
Class B exchangeable limited partnership units, fully diluted common shares, volume weighted average price, system-wide sales
4 terms
Class B exchangeable limited partnership units financial
"to exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP"
volume weighted average price financial
"based on the 20-day volume weighted average price of the Company’s common shares"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
system-wide sales financial
"one of the world's largest quick service restaurant companies with nearly $49 billion in annual system-wide sales"
Total revenue generated by every outlet in a company’s network, including both company-owned and franchised locations, measured over a given period. Investors watch system-wide sales as a broad indicator of brand demand and growth—like checking the overall temperature of a chain rather than one store—because rising totals suggest the business model and customer base are expanding even if ownership mixes vary.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Restaurant Brands International (RSTRF) announce about the Class B Exchangeable Units?
Restaurant Brands International announced that RBI LP received an irrevocable exchange notice to repurchase 2,784,549 Class B exchangeable limited partnership units for cash, with the units to be cancelled after settlement, reducing fully diluted common shares by the same amount.
How will Restaurant Brands International (RSTRF) fund the repurchase of the Exchangeable Units?
RBI LP intends to satisfy the exchange notice by repurchasing the 2,784,549 Exchangeable Units for cash using available cash on hand, indicating no new financing is referenced for this specific transaction.
When is the exchange of Class B Exchangeable Units for Restaurant Brands International (RSTRF) scheduled to occur?
The exchange date for the 2,784,549 Class B exchangeable limited partnership units is scheduled for August 31, 2026, at which time the repurchase will be priced using a 20-day volume weighted average price of the common shares.
How will this transaction affect 3G Restaurant Brands Holdings LP’s stake in Restaurant Brands International (RSTRF)?
After cancellation of the 2,784,549 exchanged units, 3G Restaurant Brands Holdings LP is expected to hold approximately 21% of Restaurant Brands International’s fully diluted common shares, as disclosed in the announcement.
How is the repurchase price of the Exchangeable Units for Restaurant Brands International (RSTRF) determined?
The repurchase price for the 2,784,549 Exchangeable Units will be based on the 20-day volume weighted average price of Restaurant Brands International Inc.’s common shares on the NYSE in U.S. dollars, consistent with the limited partnership agreement.
What scale of business does Restaurant Brands International (RSTRF) operate following this announcement?
Restaurant Brands International reports nearly $49 billion in annual system-wide sales, operating over 33,000 restaurants in more than 120 countries and territories under brands including Tim Hortons, Burger King, Popeyes, and Firehouse Subs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 10, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation) | File Number) | Identification No.) | ||||||||||||
| (Address of Principal Executive Offices and Zip Code) | ||||||||
(905 ) 339-6011
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Securities registered pursuant to Section 12(b) of the Act: None | ||||||||||||||
| Securities registered pursuant to Section 12(g) of the Act: | ||||||||||||||
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Toronto Stock Exchange | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On August 10, 2026, Restaurant Brands International Inc. (the “Company”) issued a press release announcing that Restaurant Brands International Limited Partnership (“RBI LP”) has received an exchange notice from 3G Restaurant Brands Holdings LP, an affiliate of 3G Capital Partners Ltd., to exchange 2,784,549 Class B exchangeable limited partnership units (the “Exchangeable Units”) of RBI LP. RBI LP intends to satisfy this notice with the repurchase of all of these Exchangeable Units for cash, using available cash on hand. The exchange notice is irrevocable. A copy of the press release is attached hereto as Exhibit 99 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
99 | Press release issued by the Company on August 10, 2026. | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC. | |||||||||||
| Date: August 10, 2026 | /s/ Jill Granat | ||||||||||
| Name: | Jill Granat | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||
EXHIBIT 99
Restaurant Brands International Inc. Announces
Receipt of Exchange Notice for Approximately 2.8 million Class B Exchangeable Limited Partnership Units and
Intent to Satisfy with Cash on Hand
Miami, August 10, 2026 - Restaurant Brands International Inc. (“RBI” or the “Company”) (NYSE: QSR) (TSX: QSR) announced today that Restaurant Brands International Limited Partnership (“RBI LP”) has received an exchange notice from 3G Restaurant Brands Holdings LP (“RBH”), an affiliate of 3G Capital Partners Ltd. (“3G Capital”), to exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP (the “Exchangeable Units”).
RBI LP intends to satisfy this notice with the repurchase of these Exchangeable Units for cash, using available cash on hand. Once the exchange is settled, the Exchangeable Units will be cancelled, decreasing the fully diluted common shares of RBI by the same number of Exchangeable Units. On an as adjusted basis after giving effect to the exchange, RBH will hold approximately 21% of RBI’s fully diluted common shares.
The exchange date is scheduled to occur on August 31, 2026, and the repurchase of Exchangeable Units for cash will be based on the 20-day volume weighted average price of the Company’s common shares traded on the NYSE in US dollars, in accordance with the terms of the limited partnership agreement of RBI LP. The exchange notice is irrevocable.
Contacts
Investors: investor@rbi.com
Media: media@rbi.com
About Restaurant Brands International Inc.
Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with nearly $49 billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries and territories. RBI owns four of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.
Forward-Looking Statements
This press release includes forward-looking statements, which are often identified by the words “may,” “might,” “believes,” “thinks,” “anticipates,” “plans,” “expects,” “intends” or similar expressions and reflect management’s expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements about RBI’s expectations and beliefs regarding its ability to complete the cash repurchase of Exchangeable Units, and the anticipated source of funds to fund the repurchase. The factors that could cause actual results to differ materially from RBI’s expectations are detailed in filings of RBI with the U.S. Securities and Exchange Commission and on SEDAR+ in Canada, such as its annual and quarterly reports and current reports on Form 8-K. RBI undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
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