Form 4: Restaurant Brands International Executive Acquires Shares and Receives Restricted Share Units Under Bonus Swap Program

Thiago T. Santelmo, President, International at Restaurant Brands International, acquired common shares and received restricted share units (RSUs) and performance-based restricted share units (PBRSUs) under the company's 2024 Bonus Swap Program.

Summary

• Thiago T. Santelmo, President, International of Restaurant Brands International Inc. (QSR), filed a Form 4 disclosing changes in beneficial ownership.
• On February 28, 2025, Santelmo acquired 2,061 common shares at $65.19 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Santelmo also received 7,134 restricted share units (RSUs) and 39,883 performance-based restricted share units (PBRSUs) as part of the same program.
• Following these transactions, Santelmo directly owns 59,406.1569 common shares.
• Santelmo also holds exchangeable units, options to buy shares at various prices and expiration dates, and various restricted and performance share units that vest over time.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment due to the executive's increased investment in the company, indicating confidence in its future prospects. The use of bonus swap programs and performance-based incentives further suggests a commitment to long-term growth.

Positives

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

Risks

• The value of the restricted and performance share units is contingent on the company's performance and stock price.
• If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2025 RSUs that have not yet vested.

Future Outlook

The vesting of restricted and performance share units is tied to future performance, incentivizing the executive to drive long-term growth.

Industry Context

Insider transactions are closely watched by investors as they can provide insights into management's confidence in the company's prospects. This transaction indicates a positive sentiment from a key executive.

Comparison to Industry Standards

• Bonus swap programs and equity-based compensation are common practices among publicly traded companies to align executive interests with shareholder value.
• Companies like McDonald's (MCD) and Starbucks (SBUX) also utilize similar compensation structures to incentivize their executives.
• The vesting schedules and performance metrics associated with the RSUs and PSUs are typical for executive compensation packages in the restaurant industry.

Stakeholder Impact

• Shareholders may view the executive's share acquisition as a positive signal.
• Employees may be motivated by the alignment of executive incentives with company performance.

Next Steps

• Monitor the vesting of restricted and performance share units.
• Track future insider transactions for further insights into management sentiment.

Key Dates