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

Duncan Fulton, Chief Corporate Officer of Restaurant Brands International, acquired 1,393 common shares and 6,269 restricted share units through the company's 2024 Bonus Swap Program.

Summary

• Duncan Fulton, Chief Corporate Officer of Restaurant Brands International, filed a Form 4 detailing changes in beneficial ownership.
• On February 28, 2025, Fulton acquired 1,393 common shares at $65.26 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Fulton elected to use 50% of his 2024 net bonus to purchase these shares, referred to as 'Investment Shares', at a price of CAD$94.12 per share, converted to USD.
• He also received a grant of 6,269 restricted share units (RSUs) as part of the Bonus Swap Program, with vesting occurring in equal installments.
• Fulton directly owns 36,215.1586 common shares following the reported transactions.
• He also holds options to buy 75,000 common shares at exercise prices of $63.64 and $66.31, which are fully vested and exercisable.
• Additionally, Fulton holds various restricted share units and performance share units that vest over time based on performance conditions.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The executive's participation in the Bonus Swap Program suggests confidence in the company. The vesting schedules incentivize long-term performance. However, the value of the equity-based compensation is contingent on the company's performance.

Positives

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

Risks

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

Future Outlook

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

Industry Context

Executive compensation through equity-based programs is a common practice in the restaurant industry to align management's interests with those of shareholders and incentivize long-term growth.

Comparison to Industry Standards

• Many companies in the restaurant industry, such as McDonald's, Starbucks, and Yum! Brands, utilize similar equity-based compensation programs for their executives.
• These programs often include stock options, restricted stock units, and performance-based awards.
• The specific terms and conditions of these programs vary depending on the company's size, performance, and compensation philosophy.

Stakeholder Impact

• Shareholders: The executive's acquisition of shares aligns his interests with theirs.
• Employees: The Bonus Swap Program may be available to other employees, incentivizing them to invest in the company.
• The vesting schedules of restricted share units and performance share units incentivize long-term performance, which could benefit all stakeholders.

Key Dates