Form 4: RBI Executive Jill Granat Boosts Equity Holdings

Restaurant Brands International's Senior EVP, General Counsel & Secretary, Jill Granat, reported an increase in her beneficial ownership of company equity through dividend equivalent rights on restricted and performance share units.

Summary

• Jill Granat, Senior EVP, General Counsel & Secretary of Restaurant Brands International Inc. (QSR), reported changes in her beneficial ownership on October 7, 2025.
• The reported transactions involve the acquisition of dividend equivalent rights (DERs) on existing Restricted Share Units (RSUs) and Performance Share Units (PSUs).
• These DERs accrue when dividends are paid on common shares underlying the awards and vest proportionately with the underlying units.
• Following these transactions, Granat directly owns 455,614.6543 common shares.
• She also holds 52,965 exchangeable units, which are convertible into common shares of Restaurant Brands International Inc.
• Derivative holdings include 75,000 fully vested stock options, with exercise prices of $56.92 (50,000 options) and $66.31 (25,000 options).
• Total Restricted Share Units (RSUs) beneficially owned amount to 34,427.2818, with various vesting schedules extending to December 15, 2028.
• Total Performance Share Units (PSUs) beneficially owned amount to 114,934.0193, with performance periods ending between December 31, 2025, and February 28, 2028, and vesting dates between February 22, 2026, and March 15, 2028.

Sentiment

Score: 7

Explanation: The filing indicates a routine accrual of dividend equivalent rights on existing equity awards for a key executive, reinforcing her long-term stake in the company's performance and aligning her interests with shareholders. This is a positive sign of executive alignment but not a direct investment decision.

Positives

• Increased beneficial ownership of equity through dividend equivalent rights, further aligning executive interests with shareholder returns.
• Significant existing equity holdings, including common shares, exchangeable units, options, RSUs, and PSUs, demonstrate strong long-term alignment with company performance.

Risks

• The value of equity holdings, including common shares, exchangeable units, options, RSUs, and PSUs, is subject to market fluctuations and the company's future performance.
• Performance-based units (PSUs) are contingent on achieving specific performance conditions, meaning the actual number of shares earned could be lower than the reported amount if targets are not met.

Future Outlook

The extensive vesting schedules for Restricted Share Units and Performance Share Units, extending to 2028, indicate a long-term incentive structure for the executive, aligning her future compensation with the company's sustained performance and strategic objectives.

Industry Context

Routine executive compensation practices in publicly traded companies frequently include equity awards such as Restricted Share Units and Performance Share Units. The inclusion of dividend equivalent rights is a common feature designed to ensure executives benefit from and are aligned with shareholder returns over the vesting period.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and equity ownership, indicating alignment of executive interests with shareholder value creation through long-term equity incentives.
• Employees: Reflects the company's executive compensation structure, which may influence broader compensation philosophies and incentive programs.
• Management: Reinforces the executive's financial stake in the company's long-term success and strategic direction.

Next Steps

• Continued vesting of Restricted Share Units on various dates, with the latest installment scheduled for December 15, 2028.
• Evaluation of performance conditions for Performance Share Units for periods ending December 31, 2025, February 23, 2027, and February 28, 2028.
• Vesting of Performance Share Units on February 22, 2026, March 15, 2027, and March 15, 2028.
• Potential exercise of stock options prior to their expiration dates of May 4, 2027, and February 20, 2030.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation accruals (dividend equivalent rights on RSUs and PSUs) and existing equity holdings. While it demonstrates strong executive alignment with shareholder interests through significant long-term equity incentives, it does not present new information that would fundamentally alter the investment thesis for Restaurant Brands International. Therefore, a 'hold' recommendation is appropriate, as the filing provides transparency but no immediate catalyst for a change in investment stance.

Keywords

Restaurant Brands International, QSR, Jill Granat, Form 4, insider transaction, beneficial ownership, restricted share units, performance share units, stock options, dividend equivalent rights, executive compensation