Form 4: RBI Executive Reports Share Transactions and Holdings

Restaurant Brands International's EVP, General Counsel & Secretary, Jill Granat, reported recent share acquisitions from vesting, sales for tax, and a gift.

Summary

• Jill Granat, EVP, General Counsel & Secretary of Restaurant Brands International Inc. (QSR), reported transactions involving common shares and derivative securities.
• On December 15, 2025, Granat acquired a total of 10,327.147 common shares through the vesting and conversion of restricted share units (RSUs) at a price of $0.00.
• On the same date, Granat sold 4,058.127 common shares at $70.8733 to cover withholding tax obligations related to RSU vesting.
• Additionally, 1,257.3302 common shares were sold at $70.8733 to cover tax equalization gross-ups due to the company.
• On December 16, 2025, Granat gifted 5,326 common shares in an exempt transaction.
• Following these transactions, Granat directly beneficially owns 455,300.3441 common shares.
• Granat also holds 52,965 exchangeable units, 75,000 fully vested stock options, and various tranches of Restricted Share Units (RSUs) and Performance Share Units (PSUs) with future vesting dates.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions primarily reflect routine executive compensation events (vesting of awards) and associated tax-related sales, along with a gift. There is no indication of a significant change in the insider's view of the company's prospects.

Positives

• The reporting person continues to hold a substantial number of common shares (455,300.3441) and derivative securities, indicating continued alignment with shareholder interests.
• Significant future vesting of Restricted Share Units and Performance Share Units (totaling over 120,000 units) demonstrates ongoing long-term incentive compensation.

Negatives

• A total of 5,315.4572 common shares were sold at $70.8733, primarily to cover tax obligations and tax equalization gross-ups, which reduces direct beneficial ownership.
• An additional 5,326 common shares were gifted, further reducing direct beneficial ownership.

Future Outlook

This filing primarily details insider transactions and does not provide forward-looking statements or guidance regarding the company's financial performance or strategic direction.

Industry Context

This Form 4 filing reports routine insider transactions related to executive compensation and personal financial planning, which are common across publicly traded companies and do not inherently reflect broader industry trends or competitive positioning.

Related Party Transactions

• Sales of common shares to cover tax equalization gross-ups due to the company by the reporting person.

Stakeholder Impact

• Shareholders: Minor dilution from the vesting of equity awards, offset by the insider's continued significant ownership. The sales for tax purposes are routine and not indicative of a lack of confidence.
• Employees (specifically the reporting person): The transactions reflect the realization of long-term incentive compensation, aligning executive interests with company performance.

Next Steps

• Remaining Restricted Share Units will vest on December 31, 2025, December 15, 2026, December 15, 2027, and December 15, 2028.
• 2023 Performance Based Restricted Share Units (PBRSUs) will vest on February 22, 2026, subject to performance conditions.
• 2024 PBRSUs will vest on March 15, 2027, subject to performance conditions.
• 2025 PBRSUs will vest on March 15, 2028, subject to performance conditions.

Key Dates

Keywords

Restaurant Brands International, QSR, Insider Trading, Form 4, Beneficial Ownership, Restricted Share Units, Performance Share Units, Stock Options, Executive Compensation