Form 4: RBI Chief Corporate Officer Reports Share Transactions

Duncan Fulton, Chief Corporate Officer of Restaurant Brands International, reported the acquisition of shares from dividend equivalent rights and a sale to cover tax obligations.

Summary

• Duncan Fulton, Chief Corporate Officer of Restaurant Brands International Inc. (QSR), reported transactions involving common shares and derivative securities.
• On January 6, 2026, Fulton acquired 29.6602 common shares at $0, representing shares settled from dividend equivalent rights on a vested restricted share unit (RSU) award.
• On January 7, 2026, Fulton sold 1,775.3334 common shares at $67.48 per share (CAD $93.28), primarily to cover withholding tax obligations related to the settlement of previously vested RSUs.
• Following these transactions, Fulton directly beneficially owns 40,728.4794 common shares.
• Fulton also holds fully vested options to buy 60,000 common shares at $63.64 (CAD $82.81) expiring August 3, 2028, and 15,000 common shares at $66.31 (CAD $88.03) expiring February 21, 2030.
• Additionally, Fulton acquired dividend equivalent rights on various tranches of restricted share units (RSUs) and performance share units (PSUs) on January 6, 2026, totaling 114.8502 RSUs and 636.634 PSUs.
• These RSUs and PSUs have various vesting schedules extending through December 15, 2028, and are subject to performance conditions for PSUs.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions related to executive compensation, including the acquisition of shares from dividend equivalent rights and a sale to cover tax obligations. These are standard events and do not indicate significant positive or negative shifts in company fundamentals or insider sentiment beyond the ordinary course of business.

Positives

• Acquisition of 29.6602 common shares at $0 from dividend equivalent rights indicates ongoing value accrual from existing equity awards.
• The reporting person continues to hold a significant number of common shares (40,728.4794) and substantial derivative securities (75,000 options, over 100,000 RSUs/PSUs), aligning his interests with shareholders.
• The acquisition of dividend equivalent rights on RSUs and PSUs (totaling 114.8502 RSUs and 636.634 PSUs) demonstrates continued participation in company performance and dividends.

Negatives

• The sale of 1,775.3334 common shares, while for tax obligations, reduces the direct common share holdings of the Chief Corporate Officer.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The reported transactions are related party transactions as they involve an officer of the company acquiring and disposing of company securities as part of their compensation. Specifically, the acquisition of shares from dividend equivalent rights and the sale to cover tax obligations on vested restricted share units.

Stakeholder Impact

• Shareholders: The transactions represent routine executive compensation activities and a minor reduction in direct shareholding due to tax obligations. The overall impact on the company's share structure or value is minimal.
• Employees: No direct impact on general employees.
• Management: The transactions reflect the ongoing compensation structure for the Chief Corporate Officer, aligning his incentives with company performance through equity awards.

Next Steps

• Remaining vesting of restricted share units on December 15, 2026, December 15, 2027, and December 15, 2028.
• Vesting of 2023 Performance Share Units on February 22, 2026, subject to performance conditions.
• Vesting of 2024 Performance Share Units on March 15, 2027, subject to performance conditions.
• Vesting of 2025 Performance Share Units on March 15, 2028, subject to performance conditions.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions for tax purposes and the accrual of dividend equivalent rights on existing equity awards. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. The transactions are standard for executive compensation and do not signal a significant shift in insider sentiment or company prospects. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than these specific insider filings.

Keywords

Restaurant Brands International, QSR, Duncan Fulton, Insider Transaction, Form 4, Common Shares, Restricted Share Units, Performance Share Units, Stock Options, Dividend Equivalent Rights, Executive Compensation