Form 4: RBI President Boosts Stake, Receives Bonus Swap RSUs

Restaurant Brands International's President, International, Thiago T. Santelmo, acquired common shares and received restricted share units through the company's 2025 Bonus Swap Program.

Summary

• Thiago T. Santelmo, President, International of Restaurant Brands International Inc. (QSR), acquired 4,493 common shares at a price of $68.81 per share on February 25, 2026.
• The acquisition was made through the Issuer's 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan, utilizing 50% of his 2025 net bonus.
• Following this transaction, Santelmo beneficially owns 78,559.731 common shares directly.
• Santelmo also received a matching grant of 15,553 2026 Restricted Share Units (RSUs) as part of the same Bonus Swap Program, which will vest in equal annual installments from December 15, 2026, through December 15, 2029.
• A forfeiture condition applies to the 2026 RSUs: if Santelmo sells any of the acquired Investment Shares, he will forfeit all unvested 2026 RSUs.
• Additionally, Santelmo was granted 47,958 2026 Performance Based Restricted Share Units (PBRSUs) with a performance period from February 25, 2026, to February 25, 2029, and a vesting date of March 15, 2029.
• The filing also details existing holdings, including 205 exchangeable units, 67,500 fully vested stock options with various strike prices and expiration dates, and several tranches of Restricted Share Units and Performance Share Units with different vesting and performance schedules.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it indicates an executive's voluntary investment in company shares and a compensation structure designed for long-term alignment, though it is a routine compensation disclosure.

Positives

• Increased insider ownership by a key executive, aligning management's interests with shareholder value.
• The executive's participation in the 2025 Bonus Swap Program demonstrates commitment to the company's long-term performance.

Negatives

• The forfeiture condition on the 2026 RSUs if the acquired Investment Shares are sold could limit the executive's liquidity options for those shares.

Risks

• The number of common shares earned from Performance Share Units (PBRSUs) is subject to increase or decrease based on the results of performance conditions, introducing variability in compensation.
• Unvested 2026 Restricted Share Units are subject to forfeiture if the executive sells the common shares acquired through the Bonus Swap Program.

Future Outlook

The executive's future compensation includes significant equity components tied to vesting schedules extending through December 2029 and performance periods ending in 2027, 2028, and 2029, indicating a long-term incentive structure. The number of shares earned from PBRSUs will depend on future company performance.

Management Comments

• Thiago T. Santelmo elected to use 50% of his 2025 net bonus to purchase common shares at $68.81 per share.
• Santelmo received a matching grant of 2026 Restricted Share Units equal to 50% of his gross bonus, multiplied by an RSU Multiplier of 2.25 for his position level, and divided by the share purchase price.

Industry Context

StockSavvy.ai notes that executive compensation structures, including bonus swap programs, share purchases, and grants of restricted and performance-based equity, are standard practices across the restaurant and quick-service industry. These mechanisms are designed to align the interests of senior management with long-term shareholder value creation and retention.

Comparison to Industry Standards

• The use of a bonus swap program, where executives can elect to convert a portion of their cash bonus into company shares and receive matching equity grants, is a common incentive mechanism in large, publicly traded companies, including those in the restaurant sector.
• The structure of Restricted Share Units (RSUs) and Performance Share Units (PSUs) with multi-year vesting and performance conditions is consistent with best practices for executive compensation, aiming to foster long-term commitment and performance-driven results, similar to programs at peers like McDonald's (MCD) or Yum! Brands (YUM).

Stakeholder Impact

• Shareholders: The executive's increased direct ownership and long-term equity incentives align management's financial interests with those of shareholders, potentially fostering greater focus on long-term value creation.
• Employees: The compensation structure for a senior executive can set a precedent or reflect the broader compensation philosophy within the company.

Next Steps

• Vesting of various Restricted Share Units (RSUs) will occur in annual installments through December 15, 2029.
• Performance periods for Performance Based Restricted Share Units (PBRSUs) will conclude on February 23, 2027, February 28, 2028, and February 25, 2029, with subsequent vesting on March 15 of those years.
• The number of shares earned from PBRSUs will be determined by the achievement of specified performance conditions.

Key Dates

Keywords

Restaurant Brands International, QSR, Insider Transaction, Form 4, Executive Compensation, Restricted Share Units, Performance Share Units, Stock Options, Bonus Swap Program