Form 4: 3G Capital Affiliate Settles QSR Forward Sale Contract

An affiliate of 3G Capital, a 10% owner and director of Restaurant Brands International, settled a forward sale contract involving over 17 million common shares of QSR.

Summary

• The filing reports the settlement of a previously announced forward sale contract by HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP.
• The reporting persons, 3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP, are directors and 10% owners of Restaurant Brands International Inc. (QSR).
• The Forward Contract, dated November 13, 2025, obligated HL1 to deliver up to 17,626,570 common shares of QSR.
• The settlement occurred on December 3, 2025, with an unaffiliated third-party buyer, BofA Securities, Inc.
• The price per Forward Share was $68.72, multiplied by a factor of (1 + (an overnight bank funding rate minus a negotiated spread)) for each day the contract was outstanding.
• Following the transaction, the reporting persons beneficially own 0 common shares directly and 0 derivative securities indirectly related to this specific contract.
• The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 5

Explanation: The filing reports the settlement of a pre-existing forward sale contract by a significant shareholder, 3G Capital's affiliate. This is a disclosure of a transaction rather than an operational update, and as such, it carries a neutral sentiment regarding the company's performance or outlook.

Positives

• The transaction represents the orderly settlement of a pre-existing financial contract by a major shareholder, indicating adherence to prior agreements.

Negatives

• The sale of a significant block of shares (17,626,570) by a major shareholder, even if pre-arranged, could be perceived by some investors as a reduction in conviction, although it is a routine financial transaction.

Risks

• The filing itself does not introduce new risks to Restaurant Brands International Inc. It is a disclosure of a shareholder's transaction.

Future Outlook

This filing is a disclosure of a past transaction by a significant shareholder and does not contain any forward-looking statements or guidance from Restaurant Brands International Inc. management regarding the company's future performance or strategic direction.

Management Comments

• 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
• Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.

Industry Context

This transaction is specific to a major shareholder's portfolio management and does not directly reflect broader industry trends or competitive dynamics within the quick-service restaurant sector. It represents a large institutional investor's pre-planned equity disposition.

Related Party Transactions

• The transaction involves the disposition of 17,626,570 common shares by HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. and 3G Restaurant Brands Holdings LP, which are 10% owners and directors of Restaurant Brands International Inc. While the counterparty (BofA Securities, Inc.) is unaffiliated, the transaction itself is considered a related party dealing due to the reporting persons' significant ownership and board representation.

Stakeholder Impact

• Shareholders: The sale of a substantial block of shares by a major institutional investor could potentially influence market sentiment and liquidity for QSR shares, although it was a pre-arranged transaction.
• Company: No direct operational or financial impact on Restaurant Brands International Inc. is indicated by this shareholder transaction.

Key Dates

Keywords

Restaurant Brands International, QSR, 3G Capital, Form 4, Insider Transaction, Forward Sale Contract, Equity Sale, Beneficial Ownership