Form 4: QSR Executive Boosts Equity Holdings with New Grants

Restaurant Brands International executive Thomas Benjamin Curtis reported an increase in his beneficial ownership of common shares and various restricted and performance share units.

Summary

• Thomas Benjamin Curtis, President of BK US & CA for Restaurant Brands International Inc. (QSR), reported changes in his beneficial ownership.
• The filing indicates an acquisition of 73,897.6316 Common Shares.
• Various Restricted Share Units (RSUs) and Performance Share Units (PSUs) were acquired on October 7, 2025.
• RSUs and PSUs include dividend equivalent rights, which accrue when dividends are paid on common shares and vest proportionately with the underlying awards.
• Specific RSU grants have remaining vesting schedules on December 31, 2025; December 15, 2025, December 15, 2026; December 15, 2025, December 15, 2026, December 15, 2027; and December 15, 2025, December 15, 2026, December 15, 2027, December 15, 2028.
• Performance Share Units (2023 PBRSUs) with a performance period from January 1, 2023, to December 31, 2025, are scheduled to vest on February 22, 2026.
• Performance Share Units (2024 PSUs) with a performance period from February 23, 2024, to February 23, 2027, are scheduled to vest on March 15, 2027.
• Performance Share Units (2025 PBRSUs) with a performance period from February 28, 2025, to February 28, 2028, are scheduled to vest on March 15, 2028.
• The number of common shares earned from Performance Share Units is subject to increase or decrease based on performance conditions.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation grants, which are generally positive for aligning management incentives with shareholder interests. It does not contain information that would significantly alter the company's financial outlook or operational performance, hence a neutral to slightly positive score.

Positives

• Increased equity ownership by a key executive, Thomas Benjamin Curtis, aligns his interests with those of shareholders.
• The inclusion of performance-based share units (PSUs) ties a portion of executive compensation directly to company performance metrics.

Risks

• The actual number of shares received from Performance Share Units (PSUs) is contingent on meeting specific performance conditions, which may result in fewer shares being earned if targets are not met.

Future Outlook

The future outlook involves the vesting of various Restricted Share Units and Performance Share Units on specified dates through December 2028. The actual number of shares received from Performance Share Units will depend on the achievement of performance conditions over their respective performance periods.

Industry Context

The granting of Restricted Share Units and Performance Share Units is a common practice in executive compensation across various industries, including the quick-service restaurant sector, to attract, retain, and incentivize key management personnel. This aligns executive interests with long-term shareholder value creation.

Comparison to Industry Standards

• The use of a mix of time-based Restricted Share Units and performance-based Performance Share Units is a standard approach to executive equity compensation, comparable to practices at other large publicly traded companies in the restaurant industry such as McDonald's (MCD) or Yum! Brands (YUM).
• The structure of dividend equivalent rights accruing on unvested awards is also a common feature in such compensation plans, ensuring executives benefit from dividends as if they held the underlying shares, further aligning their interests with common shareholders.

Stakeholder Impact

• Shareholders: The grants of performance-based equity awards aim to align executive incentives with long-term shareholder value creation, potentially leading to improved company performance.
• Employees (Executive): Thomas Benjamin Curtis's compensation package is enhanced, providing long-term incentives and retention.

Next Steps

• Vesting of Restricted Share Units on various dates, with the earliest remaining vesting on December 15, 2025, and December 31, 2025.
• Vesting of 2023 Performance Share Units on February 22, 2026, contingent on performance conditions.
• Vesting of 2024 Performance Share Units on March 15, 2027, contingent on performance conditions.
• Vesting of 2025 Performance Share Units on March 15, 2028, contingent on performance conditions.

Key Dates

Keywords

Restaurant Brands International, QSR, Thomas Benjamin Curtis, SEC Form 4, Insider Transaction, Equity Compensation, Restricted Share Units, Performance Share Units, Executive Compensation