Form 4: RBI Chief Corporate Officer's RSU Vesting

Sentiment:

Insider Transaction Report


Restaurant Brands International's Chief Corporate Officer, Duncan Fulton, reported the vesting of 3,194 restricted share units on December 31, 2025.

Summary

  • Duncan Fulton, Chief Corporate Officer of Restaurant Brands International Inc. (QSR), reported a change in beneficial ownership.
  • On December 31, 2025, 3,194.0152 restricted share units (RSUs) vested, converting into common shares.
  • Following this transaction, Fulton directly beneficially owns 42,474.1526 common shares.
  • The filing also details remaining derivative securities, including 75,000 stock options and various tranches of restricted and performance share units with future vesting dates through March 15, 2028.

Sentiment

Score: 5

Explanation: The filing reports a routine executive compensation event (RSU vesting), which is neutral in terms of immediate company sentiment. It reflects standard compensation practices.

Positives

  • The vesting of restricted share units represents a successful compensation event for the Chief Corporate Officer, aligning executive interests with shareholder value.

Negatives

  • No specific negative financial or operational information is disclosed in this Form 4 filing.

Risks

  • This Form 4 filing does not contain specific risk factors for the company.

Future Outlook

This Form 4 filing does not provide a future outlook for the company's performance or strategy. It details future vesting schedules for executive compensation.

Management Comments

  • Represents the vesting of the Reporting Person's restricted share units, which will settle shortly thereafter.
  • Any shares that are withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.

Industry Context

This filing is a routine insider transaction report related to executive compensation and does not provide information relevant to broader industry trends or competitive analysis.

Stakeholder Impact

  • Shareholders: The vesting represents a routine compensation expense, potentially leading to minor dilution if new shares are issued, but generally expected as part of executive incentive plans.
  • Employees: Reflects standard executive compensation practices within the company.

Next Steps

  • Settlement of the vested restricted share units, potentially involving the withholding or sale of shares for tax obligations.
  • Future vesting of remaining restricted share units on December 15, 2026, December 15, 2027, and December 15, 2028.
  • Future vesting of 2023 Performance Based Restricted Share Units on February 22, 2026.
  • Future vesting of 2024 Performance Based Restricted Share Units on March 15, 2027.
  • Future vesting of 2025 Performance Based Restricted Share Units on March 15, 2028.

Key Dates

DateDescription
2023-01-01Start of performance period for 2023 Performance Based Restricted Share Units (PBRSUs).
2024-02-23Start of performance period for 2024 Performance Based Restricted Share Units (PBRSUs).
2025-02-28Start of performance period for 2025 Performance Based Restricted Share Units (PBRSUs).
2025-12-31End of performance period for 2023 PBRSUs and vesting date for 3,194.0152 restricted share units.
2026-01-05Date of filing of the Statement of Changes in Beneficial Ownership (Form 4).
2026-02-22Vesting date for 2023 PBRSUs.
2026-12-15Remaining vesting date for 2,434.3095, 5,101.6471, and 4,832.4506 restricted share units.
2027-02-23End of performance period for 2024 PBRSUs.
2027-03-15Vesting date for 2024 PBRSUs and remaining vesting date for 5,101.6471 and 4,832.4506 restricted share units.
2028-02-28End of performance period for 2025 PBRSUs.
2028-03-15Vesting date for 2025 PBRSUs and remaining vesting date for 4,832.4506 restricted share units.
2028-08-03Expiration date for 60,000 stock options with an exercise price of $63.64.
2030-02-21Expiration date for 15,000 stock options with an exercise price of $66.31.

Keywords

Restaurant Brands International, QSR, Duncan Fulton, SEC Form 4, Insider Transaction, Restricted Share Units, RSU Vesting, Beneficial Ownership, Executive Compensation, Stock Options, Performance Share Units

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