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