Form 4: RBI Executive Jill Granat's Equity Holdings Update

Restaurant Brands International Inc. EVP, General Counsel & Secretary Jill Granat reported the vesting of restricted share units and updated her beneficial ownership of company securities.

Summary

• Jill Granat, EVP, General Counsel & Secretary of Restaurant Brands International Inc. (QSR), reported a change in beneficial ownership.
• On December 31, 2025, 4,859.5502 common shares were acquired due to the vesting of restricted share units.
• Following this transaction, Granat beneficially owns 460,159.8943 common shares directly.
• Granat also holds 52,965 exchangeable units, which are convertible into common shares of Restaurant Brands International Inc. or a cash amount.
• She holds fully vested options to buy 50,000 common shares at an exercise price of $56.92, expiring on May 4, 2027.
• Additionally, she holds fully vested options to buy 25,000 common shares at an exercise price of $66.31, expiring on February 20, 2030.
• Remaining restricted share units are scheduled to vest in equal annual installments on December 15, 2026, December 15, 2027, and December 15, 2028.
• Outstanding performance-based restricted share units (PBRSUs) for 2023, 2024, and 2025 are subject to performance conditions and will vest on February 22, 2026, March 15, 2027, and March 15, 2028, respectively.

Sentiment

Score: 6

Explanation: The filing reports a routine vesting of restricted share units and an update to an executive's beneficial ownership. This is a standard compensation event and does not inherently indicate positive or negative operational performance, but rather a continuation of executive incentive structures. The significant beneficial ownership by a key executive is generally viewed as a positive alignment of interests.

Positives

• Vesting of restricted share units indicates the fulfillment of compensation agreements for the executive, reflecting achieved milestones or tenure.
• Significant beneficial ownership by a key executive aligns management interests with shareholders, potentially fostering long-term value creation.

Negatives

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

Risks

• The number of common shares that will be earned from performance-based restricted share units is subject to increase or decrease based on the results of specific performance conditions, introducing variability in future share awards.

Management Comments

• The vesting of the Reporting Person's restricted share units will settle shortly thereafter. Any shares withheld or sold to satisfy tax obligations will be reported separately in connection with the settlement.
• Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common share on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances).
• The number of common shares that will be earned at the end of the performance period for PBRSUs is subject to increase or decrease based on the results of the performance condition.

Stakeholder Impact

• Shareholders: The vesting and accumulation of shares by a key executive generally aligns management's interests with shareholders, potentially fostering long-term value creation.
• Employees: This filing pertains to executive compensation and does not directly impact the broader employee base.

Next Steps

• Settlement of the vested restricted share units will occur shortly after December 31, 2025.
• Any shares withheld or sold to satisfy tax obligations related to the vesting will be reported separately.
• Future tranches of restricted share units are scheduled to vest on December 15, 2026, December 15, 2027, and December 15, 2028.
• Performance-based restricted share units (PBRSUs) for 2023, 2024, and 2025 are subject to performance conditions and will vest on February 22, 2026, March 15, 2027, and March 15, 2028, respectively.

Key Dates

Recommendation

This Form 4 filing details a routine vesting of restricted share units and an update to an executive's beneficial ownership. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The executive's continued accumulation of equity through compensation plans is a standard practice and generally indicates alignment with shareholder interests, but it is not a catalyst for a 'buy' or 'sell' decision on its own. Investors should maintain their current position based on broader company fundamentals and market conditions.

Keywords

Restaurant Brands International, QSR, Jill Granat, SEC Form 4, Insider Transaction, Beneficial Ownership, Restricted Share Units, Performance Share Units, Stock Options, Executive Compensation