Form 4: Restaurant Brands International CFO Sami Siddiqui Acquires Shares Through Bonus Swap Program

Sami Siddiqui, CFO of Restaurant Brands International, acquired common shares and received restricted share units (RSUs) and performance-based restricted share units (PBRSUs) through the company's 2024 Bonus Swap Program.

Summary

• On February 28, 2025, Sami Siddiqui, the CFO of Restaurant Brands International, acquired 2,677 common shares at a price of $65.19 per share.
• This acquisition was made through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Siddiqui elected to use 50% of his 2024 net bonus to purchase these shares.
• In addition to the share purchase, Siddiqui received 10,040 restricted share units (RSUs) and 69,028 performance-based restricted share units (PBRSUs) as part of the same program.
• The RSUs vest in equal installments on December 15 of each year from 2025 to 2028.
• The PBRSUs have a performance period from February 28, 2025, to February 28, 2028, and will vest on March 15, 2028, based on performance conditions.
• Siddiqui also directly owns 94,443.283 common shares and indirectly owns 178,589 shares through a revocable trust.
• He also holds options to buy 80,000 shares at $55.55 and 20,000 shares at $66.31, which are fully vested and exercisable.
• Additionally, he holds various restricted share units and performance share units with different vesting schedules and performance periods.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices, indicating stability and alignment of interests. The CFO's participation in the Bonus Swap Program is a positive signal.

Positives

• The CFO's participation in the Bonus Swap Program demonstrates confidence in the company's future performance.
• The vesting schedules of the RSUs and PBRSUs incentivize long-term performance and retention.
• The structure of the Bonus Swap Program aligns the CFO's interests with those of the shareholders.

Risks

• The forfeiture clause on the 2025 RSUs, which requires forfeiture if Investment Shares are sold, could limit the CFO's flexibility in managing his personal finances.
• The value of the PBRSUs is contingent on the company's performance, which introduces uncertainty.

Future Outlook

The document outlines future vesting dates for restricted share units and performance share units, indicating ongoing equity-based compensation for the CFO.

Industry Context

Equity compensation is a common practice in the restaurant industry to align executive interests with shareholder value. The Bonus Swap Program is a specific mechanism used by Restaurant Brands International to incentivize executive stock ownership.

Comparison to Industry Standards

• Many companies in the restaurant industry, such as McDonald's (MCD) and Starbucks (SBUX), utilize equity-based compensation, including stock options, restricted stock units, and performance-based awards, to incentivize their executives.
• The vesting schedules and performance metrics associated with these awards vary widely depending on the company's specific goals and compensation philosophy.
• The Restaurant Brands International Bonus Swap Program, where executives can use a portion of their bonus to purchase company shares and receive matching RSUs, is a relatively unique approach compared to standard equity grant practices.

Stakeholder Impact

• The CFO's increased equity stake aligns his interests more closely with those of shareholders.
• The equity compensation structure incentivizes the CFO to focus on long-term value creation for the company.

Key Dates