Form 4: RBI Executive Reports Routine Share Transactions

Restaurant Brands International's SVP, Controller, and Principal Accounting Officer, Jacqueline Friesner, reported the acquisition and subsequent sale of common shares related to RSU vesting.

Summary

• Jacqueline Friesner, SVP, Controller and Principal Accounting Officer of Restaurant Brands International Inc. (QSR), reported transactions on December 15, 2025.
• Acquired a total of 4,796.5656 common shares through the vesting of restricted share units (RSUs) at a price of $0.
• Disposed of a total of 1,885.593 common shares at a price of $70.8733 to cover withholding tax obligations related to the RSU vesting.
• Following these transactions, beneficial ownership of common shares is 185,808.0636.
• Holds 9,098 exchangeable units, convertible into common shares or cash.
• Holds 2,057.3195 restricted share units with remaining vesting on December 31, 2025.
• Holds 1,910.2793 restricted share units with remaining vesting on December 15, 2026.
• Holds 14,550.5443 performance share units (2023 PBRSUs) with a performance period ending December 31, 2025, vesting on February 22, 2026.
• Holds 3,505.8455 restricted share units with remaining vesting on December 15, 2026, and December 15, 2027.
• Holds 17,378.4611 performance share units (2024 PBRSUs) with a performance period ending February 23, 2027, vesting on March 15, 2027.
• Holds 3,401.1185 restricted share units with remaining vesting on December 15, 2026, December 15, 2027, and December 15, 2028.
• Holds 17,337.4844 performance share units (2025 PBRSUs) with a performance period ending February 28, 2028, vesting on March 15, 2028.

Sentiment

Score: 5

Explanation: The filing reports routine, pre-planned insider transactions related to executive compensation and tax obligations, which typically have a neutral impact on market sentiment.

Positives

• The vesting of restricted share units and performance share units represents earned compensation for the executive.
• The executive continues to hold a significant number of common shares and derivative securities, indicating ongoing alignment with shareholder interests.

Negatives

• A portion of the acquired shares was sold to cover tax obligations, resulting in a reduction of direct share ownership.

Future Outlook

The executive has several tranches of restricted share units and performance share units with future vesting dates extending through December 2028, contingent on continued employment and, for PSUs, achievement of performance conditions.

Next Steps

• Future vesting of remaining restricted share units on December 31, 2025, December 15, 2026, December 15, 2027, and December 15, 2028.
• Vesting of 2023 Performance Share Units on February 22, 2026, subject to performance conditions.
• Vesting of 2024 Performance Share Units on March 15, 2027, subject to performance conditions.
• Vesting of 2025 Performance Share Units on March 15, 2028, subject to performance conditions.

Key Dates

Keywords

Restaurant Brands International, QSR, Insider Trading, Form 4, Executive Compensation, Restricted Share Units, Performance Share Units, Stock Transactions, Equity Compensation