SCHEDULE: 3G Capital Affiliate Divests RBI Shares via Forward Contract

An affiliate of 3G Capital, a major shareholder in Restaurant Brands International, is exchanging a significant block of exchangeable units for common shares and simultaneously entering into a forward sale contract to divest them.

Summary

• 3G Restaurant Brands Holdings LP (3G RBH) delivered an exchange notice to Restaurant Brands International Limited Partnership (RBI LP) to exchange 17,626,570 Exchangeable Units.
• The Issuer, Restaurant Brands International Inc. (RBI), elected to satisfy this exchange by issuing 17,626,570 Common Shares.
• The November 2025 Exchange is expected to be completed on or before December 3, 2025.
• Following this exchange, the Reporting Persons (3G RBH GP and 3G RBH) will continue to hold 99,157,902 Exchangeable Units.
• HL1 17 LP (HL1), an affiliate of the Reporting Persons, entered into a forward sale contract with BofA Securities, Inc. on November 13, 2025.
• This Forward Contract obligates HL1 to deliver up to 17,626,570 Common Shares (Forward Shares) to BofA Securities, Inc. on the scheduled settlement date of December 3, 2025.
• HL1 will receive a cash payment based on a price of $68.72 per Forward Share, adjusted by an overnight bank funding rate minus a negotiated spread.
• 3G Restaurant Brands Holdings General Partner Ltd. (3G RBH GP) beneficially owns 116,784,472 Common Shares, representing 26.27% of the class.
• 3G Restaurant Brands Holdings LP (3G RBH) beneficially owns 99,157,902 Common Shares, representing 22.30% of the class.
• The total Common Shares outstanding as of October 24, 2025, were 327,812,087, as reported in RBI's Form 10-Q filed on October 30, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a major shareholder is reducing its stake, which can be interpreted as a decrease in conviction or a move to realize gains, potentially creating selling pressure on the stock. However, it's a planned transaction and not indicative of operational issues.

Positives

• The transaction provides liquidity for 3G Capital-related entities by monetizing a portion of their investment in Restaurant Brands International.

Negatives

• A significant shareholder reducing its stake could be perceived by the market as a lack of strong conviction in the company's long-term growth prospects, potentially leading to negative sentiment.
• The forward sale contract could create an overhang on the stock as the market anticipates the delivery of a large block of shares.

Future Outlook

The November 2025 Exchange of 17,626,570 Exchangeable Units for Common Shares is scheduled to be effected on or before December 3, 2025. Concurrently, an affiliate of the Reporting Persons is obligated to deliver these 17,626,570 Common Shares under a forward sale contract with a scheduled settlement date of December 3, 2025.

Industry Context

This transaction reflects a partial divestment by 3G Capital, a private equity firm known for its significant stakes and operational influence in global consumer brands, particularly in the quick-service restaurant sector. While 3G Capital remains a substantial shareholder in Restaurant Brands International, this move suggests a strategic re-evaluation of its portfolio allocation or a desire to realize gains from a portion of its long-held investment. Such actions by major institutional investors can influence market perception and potentially signal shifts in long-term investment strategies within the consumer discretionary sector.

Related Party Transactions

• 3G Restaurant Brands Holdings LP (3G RBH) delivered an exchange notice to Restaurant Brands International Limited Partnership (RBI LP) to exchange 17,626,570 Exchangeable Units. RBI LP is a subsidiary of the Issuer, and 3G RBH is a Reporting Person.
• HL1 17 LP (HL1), an affiliate of the Reporting Persons, entered into a forward sale contract with BofA Securities, Inc. for 17,626,570 Common Shares, which are derived from the exchange of units by 3G RBH.

Stakeholder Impact

• Shareholders may react to the news of a significant investor reducing its stake, potentially leading to short-term price volatility.
• The transaction provides liquidity for the selling affiliate, HL1 17 LP, and indirectly for 3G Capital.

Next Steps

• The November 2025 Exchange of 17,626,570 Exchangeable Units for Common Shares will be effected on or before December 3, 2025.
• The Forward Contract for 17,626,570 Common Shares is scheduled to settle on December 3, 2025.

Key Dates

Recommendation

The partial divestment by a major, long-term investor like 3G Capital, even through a structured forward sale, warrants a 'hold' recommendation. While not necessarily a negative signal for the company's fundamentals, it suggests a re-evaluation of the investment by a key stakeholder. Investors should monitor the market's reaction and any further disclosures regarding 3G Capital's remaining stake and future intentions before making significant investment decisions.

Keywords

Restaurant Brands International, RBI, 3G Capital, Schedule 13D, Exchangeable Units, Common Shares, Forward Sale Contract, Shareholder Activity, Institutional Investor, Equity Divestment