Form 4: Restaurant Brands International Executive Acquires Shares Through Bonus Swap Program

Jeffrey Housman, Chief People & Services Officer at Restaurant Brands International, acquired 1,943 common shares and 32,980 performance based restricted share units through the company's 2024 Bonus Swap Program.

Summary

• Jeffrey Housman, a Restaurant Brands International (RBI) officer, reported changes in beneficial ownership of the company's securities.
• On February 28, 2025, Housman acquired 1,943 common shares at $65.19 per share through the 2024 Bonus Swap Program.
• He also received 7,286 restricted share units (RSUs) and 32,980 performance-based restricted share units (PBRSUs) as part of the same program.
• Housman's total direct holdings after the transaction include 144,929.0864 common shares, 431 exchangeable units, and various options and restricted/performance share units with different vesting schedules and performance conditions.
• The Bonus Swap Program allows employees to use a portion of their bonus to purchase company shares, with a matching grant of RSUs.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment as it indicates an executive's investment in the company's stock, aligning their interests with shareholders. The bonus swap program and performance-based incentives are also viewed favorably.

Positives

• Executive's participation in the Bonus Swap Program demonstrates confidence in the company's future.
• The structure of the Bonus Swap Program aligns executive compensation with company performance through performance-based restricted share units.

Risks

• The forfeiture clause associated with the 2025 RSUs (if Investment Shares are sold) could disincentivize the executive from selling shares even if it's financially prudent.
• The value of performance-based restricted share units is contingent on achieving specific performance targets, which may not be met.

Future Outlook

The vesting of restricted share units and performance share units is contingent upon continued employment and achievement of performance goals over the next several years.

Industry Context

Executive share ownership is a common practice in publicly traded companies to align management's interests with those of shareholders. Bonus swap programs are one way to encourage this.

Comparison to Industry Standards

• Similar programs exist at companies like McDonald's (MCD) and Starbucks (SBUX), where executives are incentivized to hold company stock.
• The vesting schedules and performance metrics associated with the RSUs and PSUs are typical for executive compensation packages in the restaurant industry.
• The RSU Multiplier of 2.25 for executive vice presidents and above is within the range of what is offered at similar companies.

Stakeholder Impact

• Shareholders may view the executive's share acquisition positively, as it aligns management's interests with their own.
• Employees may be motivated by the availability of the Bonus Swap Program.
• The transactions have no immediate impact on customers, suppliers, or creditors.

Key Dates