Form 4: RBI Chief Corporate Officer Reports Share Transactions

Restaurant Brands International's Chief Corporate Officer, Duncan Fulton, reported the acquisition and subsequent sale of common shares to cover tax obligations related to restricted share unit vesting.

Summary

• Duncan Fulton, Chief Corporate Officer of Restaurant Brands International Inc. (QSR), reported multiple transactions on December 15, 2025.
• Acquired a total of 6,595.6074 common shares through the vesting of restricted share units (RSUs) at an exercise price of $0.
• Sold a total of 3,530.6286 common shares at a price of $70.8932 per share (CAD$97.6222) to cover withholding tax obligations.
• Following these transactions, Fulton's direct beneficial ownership of common shares is 39,280.1374.
• Holds 75,000 fully vested and exercisable stock options with exercise prices of $63.64 and $66.31.
• Holds various Restricted Share Units (RSUs) and Performance Share Units (PSUs) with future vesting dates, totaling 105,098.6419 contingent shares.

Sentiment

Score: 5

Explanation: The filing is a neutral, mandatory disclosure of insider transactions related to executive compensation and tax obligations. It does not inherently convey positive or negative sentiment about the company's performance or prospects.

Positives

• The acquisition of shares through RSU vesting indicates continued equity compensation for a key executive.
• The executive maintains significant beneficial ownership in the company, aligning interests with shareholders.

Negatives

• The sale of shares, while for tax obligations, represents a reduction in direct shareholding.

Future Outlook

The filing details future vesting schedules for various restricted and performance share units, with vesting dates extending through December 2028, indicating ongoing long-term incentive compensation for the Chief Corporate Officer.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects standard executive compensation practices involving equity awards and subsequent 'sell-to-cover' transactions for tax purposes, which are prevalent in the quick-service restaurant industry and beyond.

Related Party Transactions

• Duncan Fulton, Chief Corporate Officer, engaged in transactions involving the company's common shares, including the acquisition of shares through RSU vesting and the sale of shares to cover tax obligations, which are considered related party transactions due to his executive position.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and insider holdings, which can influence investor confidence.
• Employees: Reflects the company's executive compensation structure, potentially impacting morale and retention strategies.
• Regulatory Authorities: Fulfills SEC disclosure requirements for insider transactions, ensuring compliance and market transparency.

Next Steps

• Remaining vesting of certain restricted share units on December 31, 2025.
• Vesting of 2023 Performance Based Restricted Share Units on February 22, 2026.
• Remaining vesting of certain restricted share units on December 15, 2026.
• Vesting of 2024 Performance Based Restricted Share Units on March 15, 2027.
• Remaining vesting of certain restricted share units on December 15, 2027.
• Vesting of 2025 Performance Based Restricted Share Units on March 15, 2028.
• Remaining vesting of certain restricted share units on December 15, 2028.

Key Dates

Keywords

Restaurant Brands International, QSR, Duncan Fulton, Insider Trading, SEC Form 4, Stock Options, Restricted Share Units, Performance Share Units, Executive Compensation, Share Sale, Tax Obligations