Form 4: Restaurant Brands Exec Acquires Shares, RSUs
Statement of Changes in Beneficial Ownership
Thiago T. Santelmo, President of International at Restaurant Brands International Inc., acquired shares and various equity awards on April 2, 2026, as detailed in a Form 4 filing.
Summary
- Thiago T. Santelmo, President of International for Restaurant Brands International Inc. (QSR), reported transactions on April 2, 2026.
- Santelmo acquired 18,926.3 common shares through dividend equivalent rights on Restricted Share Units (RSUs).
- Additional acquisitions include 26,229.2 common shares via dividend equivalent rights on RSUs, 30,885.918 common shares from Performance Based Restricted Share Units (PBRSUs), 5,596.3663 common shares from dividend equivalent rights on RSUs, 41,719.6035 common shares from PBRSUs, and 16,065.8589 common shares from dividend equivalent rights on RSUs.
- Furthermore, 48,373.0826 common shares were acquired through PBRSUs.
- The filing also notes Santelmo's beneficial ownership of 78,667.73 common shares directly.
- Derivative securities include options to buy common shares at exercise prices of $58.44, $64.75, and $66.31, with 10,000 shares, 30,000 shares, and 7,500 shares respectively.
- Exchangeable units convertible into common shares are also held.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine executive equity transactions and does not provide new financial performance data or strategic updates.
Positives
- Acquisition of a significant number of common shares and equity awards by a key executive indicates confidence in the company's future.
- The executive's direct beneficial ownership of 78,667.73 common shares demonstrates a substantial personal investment in the company.
- Vested options suggest potential for further share acquisition by management.
Negatives
- The filing primarily details routine equity awards and dividend equivalents, offering no new financial performance data.
- Specific details on the performance conditions for PBRSUs are not fully disclosed, making it difficult to assess their achievement.
Risks
- The value of PBRSUs is subject to performance conditions, which could result in fewer shares being earned than initially awarded.
- The conversion of exchangeable units into common shares is subject to the discretion of the general partner and potential consent from a conflicts committee.
Future Outlook
The filing does not contain forward-looking statements or guidance. It primarily reports on past transactions related to executive equity awards.
Management Comments
- The filing includes a signature by David Wallace as Attorney-in-Fact for Thiago T. Santelmo, indicating the transaction was authorized.
- Explanations of responses detail the nature of exchangeable units, options, restricted share units, performance share units, and dividend equivalent rights, clarifying their terms and vesting schedules.
Industry Context
StockSavvy.ai notes that this Form 4 filing for Restaurant Brands International (QSR) is typical for executive compensation and equity grants within the quick-service restaurant industry, reflecting standard practices for incentivizing and retaining key personnel through stock-based awards.
Stakeholder Impact
- Shareholders: The acquisition of shares and equity awards by a key executive may be viewed positively as a sign of management commitment, but the filing itself does not directly impact current share value.
- Employees: The structure of executive compensation, including RSUs and PBRSUs, can influence overall employee morale and retention strategies.
- Creditors: No direct impact on creditors is indicated by this filing.
Next Steps
- Vesting of remaining Restricted Share Units and Performance Share Units according to their respective schedules.
- Potential exercise of vested stock options.
- Potential conversion of exchangeable units into common shares.
Key Dates
| Date | Description |
|---|---|
| 04/02/2026 | Date of earliest transaction reported and acquisition of Restricted Share Units and Performance Share Units. |
| 02/22/2028 | Expiration date for options to buy common shares at $58.44. |
| 02/21/2029 | Expiration date for options to buy common shares at $64.75. |
| 02/20/2030 | Expiration date for options to buy common shares at $66.31. |
| 03/15/2027 | Vesting date for 2024 Performance Based Restricted Share Units. |
| 03/15/2028 | Vesting date for 2025 Performance Based Restricted Share Units. |
| 03/15/2029 | Vesting date for 2026 Performance Based Restricted Share Units. |
| 12/15/2026 | Installment vesting date for certain Restricted Share Units. |
| 12/15/2027 | Installment vesting date for certain Restricted Share Units. |
| 12/15/2028 | Installment vesting date for certain Restricted Share Units. |
| 12/15/2029 | Installment vesting date for certain Restricted Share Units. |
| 04/06/2026 | Date of filing signature. |
Keywords
Restaurant Brands International, QSR, Form 4, Insider Trading, Thiago T. Santelmo, Common Shares, Restricted Share Units, Performance Share Units, Options, Executive Compensation, SEC Filing
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