SCHEDULE 13D/A: 3G Capital Affiliate Sells 17.6M RBI Shares via Forward Contract

An affiliate of 3G Capital settled a forward sale contract for 17.6 million Restaurant Brands International common shares, reducing its direct beneficial ownership percentage.

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.
• Restaurant Brands International Inc. (RBI), as general partner of RBI LP, elected to satisfy this exchange by issuing 17,626,570 Common Shares.
• On December 3, 2025, HL1 17 LP (HL1), an affiliate of the Reporting Persons, settled a forward sale contract with BofA Securities, Inc. by delivering these 17,626,570 Common Shares.
• HL1 received a cash payment for the shares at a price per share of $68.72, adjusted by an overnight bank funding rate minus a negotiated spread.
• Following these transactions, the Reporting Persons (3G RBH GP and 3G RBH) beneficially own 99,157,902 Exchangeable Units, which are acquirable into Common Shares.
• This remaining beneficial ownership represents 23.22% of RBI's total Common Shares, calculated based on 327,812,087 Common Shares outstanding as of October 24, 2025, plus the 99,157,902 Common Shares issuable from the remaining Exchangeable Units.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of a transaction by a major shareholder. It does not inherently indicate positive or negative operational performance for the company. The reduction in a significant investor's stake could be viewed neutrally to slightly negatively, but without further context, it's a transactional update.

Negatives

• The sale of a significant block of shares by a major shareholder (3G Capital affiliate) could be perceived as a reduction in their conviction or a move to monetize their investment, potentially leading to negative market sentiment.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the Issuer's future performance or strategic direction beyond the completion of the described transactions.

Industry Context

This filing primarily details a specific financial transaction by a major shareholder and does not provide information directly related to broader industry trends or competitive landscape within the quick-service restaurant sector.

Related Party Transactions

• The transaction involves HL1 17 LP, an affiliate of the Reporting Persons (3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP), settling a forward sale contract for Common Shares that originated from an exchange of Exchangeable Units held by 3G RBH with RBI LP.

Stakeholder Impact

• Shareholders: The reduction in 3G Capital's beneficial ownership could influence investor perception and potentially lead to short-term share price volatility. It may also raise questions about 3G Capital's long-term strategy regarding its investment in RBI.

Key Dates

Recommendation

The filing details a significant reduction in beneficial ownership by 3G Capital through the settlement of a forward sale contract. While this represents a large block sale, the filing does not provide new operational or financial performance data for Restaurant Brands International Inc. to alter a fundamental investment thesis. Investors should monitor the implications of a reduced stake by a historically influential shareholder, but without further information, a 'hold' recommendation is appropriate.

Keywords

Restaurant Brands International, RBI, 3G Capital, Schedule 13D, Common Shares, Exchangeable Units, Forward Contract, Share Sale, Beneficial Ownership