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

Thomas Benjamin Curtis, President of Burger King U.S. and Canada, acquired shares of Restaurant Brands International through the company's 2024 Bonus Swap Program and received matching restricted share units.

Summary

• Thomas Benjamin Curtis, President of Burger King U.S. and Canada, filed a Form 4 detailing changes in his beneficial ownership of Restaurant Brands International Inc. (QSR) securities.
• On February 28, 2025, Curtis acquired 2,502 common shares at $65.19 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• He elected to use 50% of his 2024 net bonus to purchase these shares.
• As part of the Bonus Swap Program, Curtis also received a grant of 9,384 restricted share units (RSUs) that vest in equal installments from December 15, 2025, to December 15, 2028.
• He also received 61,359 performance based restricted share units (PBRSUs) that will vest on March 15, 2028, based on performance between February 28, 2025, and February 28, 2028.
• Curtis directly owns 96,807.6316 common shares following the reported transactions.
• Curtis also holds various other restricted share units (RSUs) and performance share units (PSUs) with different vesting schedules and performance periods.
• If Curtis sells any of the Investment Shares, he will forfeit all of the 2025 RSUs that have not yet vested.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The executive's participation in the bonus swap program signals confidence, but the forfeiture clause introduces a minor negative aspect.

Positives

• Executive's participation in the Bonus Swap Program demonstrates confidence in the company's future performance.
• The structure of the RSUs and PSUs aligns executive compensation with long-term company performance.

Negatives

• The forfeiture clause on the 2025 RSUs if Investment Shares are sold could be seen as restrictive.

Risks

• The value of the restricted share units and performance share units is contingent on the company's stock price and performance, which are subject to market risks.
• The performance-based vesting of PSUs introduces uncertainty regarding the actual number of shares that will be earned.

Future Outlook

The document outlines future vesting dates for restricted share units and performance share units, indicating the potential for future increases in the reporting person's ownership based on time and performance criteria.

Industry Context

Executive stock ownership is a common practice in the restaurant industry to align management's interests with those of shareholders. Bonus swap programs and performance-based equity awards are frequently used to incentivize long-term value creation.

Comparison to Industry Standards

• Companies like McDonald's (MCD) and Yum! Brands (YUM) also utilize equity-based compensation for their executives.
• These programs often include a mix of time-based and performance-based vesting schedules.
• The specific terms of these programs, such as the performance metrics and vesting periods, vary depending on the company's specific goals and circumstances.

Stakeholder Impact

• The executive's increased ownership aligns his interests with those of shareholders.
• The performance-based equity awards incentivize management to improve company performance, which benefits shareholders and other stakeholders.

Next Steps

• Monitor future filings to track changes in the executive's ownership and vesting of equity awards.

Key Dates