Form 4: RBI Executive Jeffrey Klein Receives Equity Awards

Jeffrey W. Klein, President of Popeyes-US & Canada, was granted various Restricted Share Units and Performance Share Units on October 7, 2025, aligning his compensation with company performance.

Summary

• Jeffrey W. Klein, President of Popeyes-US & Canada for Restaurant Brands International Inc. (QSR), reported changes in his beneficial ownership.
• On October 7, 2025, Klein acquired multiple tranches of Restricted Share Units (RSUs) and Performance Share Units (PSUs) as equity awards.
• The awards include dividend equivalent rights that accrue when dividends are paid on common shares and vest proportionately with the underlying units.
• Following these transactions, Klein directly beneficially owns 20,762.7801 common shares.
• He also beneficially owns 1,653.9688 Restricted Share Units (vesting 12/15/2025, 12/15/2026), 3,849.8473 Restricted Share Units (vesting 12/15/2025, 12/15/2026, 12/15/2027), and 7,171.1198 Restricted Share Units (vesting 12/15/2025, 12/15/2026, 12/15/2027, 12/15/2028).
• Performance Share Units include 10,508.7265 units (2023 PBRSUs) with a performance period from January 1, 2023, to December 31, 2025, vesting on February 22, 2026.
• Another 23,507.8511 Performance Share Units (2024 PSUs) have a performance period from February 23, 2024, to February 23, 2027, vesting on March 15, 2027.
• A further 35,464.1106 Performance Share Units (2025 PBRSUs) have a performance period from February 28, 2025, to February 28, 2028, vesting 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 reports the grant of equity awards to a key executive, which is generally a positive event for aligning management incentives with shareholder interests and for executive retention. The performance-based nature of some awards further strengthens this alignment.

Positives

• The grant of equity awards aligns the executive's interests with those of shareholders, incentivizing long-term performance.
• The inclusion of dividend equivalent rights ensures the executive benefits from dividend payments, further aligning with shareholder returns.
• Performance-based units tie a significant portion of compensation directly to company performance metrics, promoting accountability and strategic execution.

Risks

• The number of shares earned from Performance Share Units is subject to performance conditions, meaning the actual payout could be lower than the reported units if targets are not met.
• Future share price fluctuations could impact the value of the vested equity awards.

Future Outlook

The future outlook for the executive's equity compensation is tied to the company's performance over various periods, with performance periods for PSUs extending until December 31, 2025, February 23, 2027, and February 28, 2028. Vesting of these awards will occur on specific dates following the end of these performance periods, contingent on achieving performance targets.

Industry Context

This filing is a routine disclosure of executive equity compensation and does not provide specific insights into broader industry trends or competitive positioning within the quick-service restaurant sector. It reflects standard practices for incentivizing senior management in publicly traded companies.

Stakeholder Impact

• Shareholders: The equity grants align the executive's financial interests with shareholder value creation, potentially leading to improved company performance. However, future vesting will result in some share dilution.
• Employees: The compensation structure for a senior executive can set a precedent or reflect the company's overall approach to incentivizing its leadership team.

Next Steps

• The company will continue to monitor the performance conditions for the Performance Share Units until the end of their respective performance periods.
• The Restricted Share Units and Performance Share Units will vest on their scheduled dates, subject to the terms and conditions of the awards.

Key Dates

Keywords

Restaurant Brands International, QSR, Jeffrey Klein, Popeyes, Equity Awards, Restricted Share Units, Performance Share Units, Insider Transaction, Executive Compensation, SEC Form 4