Form 4: Restaurant Brands International Chief Corporate Officer Reports Future Equity Awards Under 10b5-1 Plan

Duncan Fulton, Chief Corporate Officer of Restaurant Brands International, has reported the future acquisition of various equity awards, including restricted and performance share units, effective July 8, 2025, under a pre-arranged Rule 10b5-1 plan.

Summary

• Duncan Fulton, Chief Corporate Officer of Restaurant Brands International Inc. (QSR), reported beneficial ownership of 36,215.1586 common shares directly.
• The filing details future acquisitions of derivative securities effective July 8, 2025, under a Rule 10b5-1(c) plan.
• Two tranches of stock options are held: 60,000 options with an exercise price of $63.64 (CAD $82.81) expiring August 3, 2028, and 15,000 options with an exercise price of $66.31 (CAD $88.03) expiring February 21, 2030. Both option tranches are fully vested and exercisable.
• Four tranches of Restricted Share Units (RSUs) were reported as acquired on July 8, 2025, with varying vesting schedules:
• 28.7036 RSUs, with remaining vesting on December 31, 2025, contributing to a total of 3,165.5279 RSUs beneficially owned.
• 43.7528 RSUs, with remaining vesting on December 15, 2025, and December 15, 2026, contributing to a total of 4,825.196 RSUs beneficially owned.
• 68.7704 RSUs, with remaining vesting on December 15, 2025, December 15, 2026, and December 15, 2027, contributing to a total of 7,584.2186 RSUs beneficially owned.
• 57.9006 RSUs, with remaining vesting on December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028, contributing to a total of 6,385.4607 RSUs beneficially owned.
• Three tranches of Performance Share Units (PSUs) or Performance Based Restricted Share Units (PBRSUs) were reported as acquired on July 8, 2025, with performance conditions:
• 214.3235 2023 PBRSUs, with a performance period from January 1, 2023, to December 31, 2025, vesting on February 22, 2026, contributing to a total of 23,636.2942 PSUs beneficially owned.
• 189.276 2024 PSUs, with a performance period from February 23, 2024, to February 23, 2027, vesting on March 15, 2027, contributing to a total of 20,873.9672 PSUs beneficially owned.
• 212.5021 2025 PBRSUs, with a performance period from February 28, 2025, to February 28, 2028, vesting on March 15, 2028, contributing to a total of 23,435.4251 PSUs beneficially owned.
• Dividend equivalent rights accrue on both RSUs and PSUs/PBRSUs, vesting proportionately with the underlying awards.

Sentiment

Score: 7

Explanation: The acquisition of significant equity awards by a key executive, especially under a pre-planned Rule 10b5-1 arrangement, generally signals long-term commitment and aligns management incentives with shareholder value creation, which is a positive indicator.

Positives

• The acquisition of significant equity awards by a key executive aligns management's long-term interests with those of shareholders.
• The use of a Rule 10b5-1(c) plan indicates a pre-arranged and transparent approach to executive compensation, reducing concerns about opportunistic insider trading.
• The inclusion of performance-based units (PSUs/PBRSUs) ties a portion of the executive's compensation directly to the company's future performance metrics.

Risks

• The actual number of shares earned from performance-based units is subject to increase or decrease based on the results of performance conditions, introducing variability in the executive's ultimate compensation.
• Future market conditions could impact the value of the stock options and share units upon vesting or exercise.

Future Outlook

The reported equity awards, with vesting schedules and performance periods extending through 2028, indicate a long-term incentive structure designed to align the Chief Corporate Officer's interests with the company's sustained performance and shareholder value creation.

Management Comments

• The filing indicates that the equity awards are part of a pre-arranged plan under Rule 10b5-1(c), demonstrating a structured approach to executive compensation and long-term incentive alignment.

Industry Context

The granting of stock options, restricted share units, and performance share units is a standard practice for executive compensation across various industries, including the quick-service restaurant sector, aiming to incentivize long-term performance and retention.

Corporate Governance

Related Party Transactions

• The equity awards granted to Duncan Fulton, Chief Corporate Officer, represent compensation from Restaurant Brands International Inc., which is a common form of transaction between a company and its executives.

Stakeholder Impact

• Shareholders: Benefit from the alignment of executive compensation with long-term company performance, potentially leading to increased shareholder value.
• Employees: While not directly impacted, the executive's long-term incentives may indirectly influence overall company strategy and employee morale.
• Management: The executive's compensation is directly tied to the company's future performance, incentivizing strategic decision-making.

Next Steps

• Continued vesting of Restricted Share Units (RSUs) on various dates through December 2028.
• Assessment of performance conditions for Performance Share Units (PSUs) and Performance Based Restricted Share Units (PBRSUs) leading to their respective vesting dates in 2026, 2027, and 2028.

Key Dates

Keywords

Restaurant Brands International, QSR, Duncan Fulton, SEC Form 4, insider ownership, equity awards, restricted share units, performance share units, stock options, executive compensation, 10b5-1 plan