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

Axel Schwan, President of Tim Hortons Americas, acquired shares of Restaurant Brands International through the company's 2024 Bonus Swap Program and received grants of restricted and performance-based share units.

Summary

• Axel Schwan, President of Tim Hortons Americas, reported changes in beneficial ownership of Restaurant Brands International Inc. (QSR) securities.
• On February 28, 2025, Schwan acquired 2,685 common shares at $65.19 per share through the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan.
• Schwan elected to use 50% of his 2024 net bonus to purchase these shares.
• Following the transaction, Schwan directly owns 157,760.389 common shares.
• Schwan also received grants of 12,082 restricted share units (RSUs) and 61,359 performance-based restricted share units (PBRSUs) on February 28, 2025.
• The RSUs vest in equal installments on December 15 of each year from 2025 to 2028.
• The PBRSUs have a performance period ending February 28, 2028, and will vest on March 15, 2028, with the number of shares earned subject to performance conditions.
• Schwan also holds options to buy 40,000 shares at $58.44 (exercisable from February 22, 2028), 30,000 shares at $64.75 (exercisable from February 21, 2029), and 56,000 shares at $66.31 (exercisable from February 20, 2030), all of which are fully vested and exercisable.
• Additionally, Schwan holds various other restricted share units and performance share units with different vesting schedules and performance periods.

Sentiment

Score: 7

Explanation: The document reflects a positive sentiment as it shows an executive increasing their stake in the company, aligning their interests with shareholders. The use of bonus swap programs and performance-based incentives further suggests a focus on long-term growth and value creation.

Positives

• Executive's participation in the Bonus Swap Program demonstrates confidence in the company's future.
• The structure of the restricted and performance-based share units aligns executive compensation with long-term company performance.
• The vesting schedules of the equity awards encourage long-term retention of the executive.

Risks

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

Future Outlook

The document details future vesting dates for restricted share units and performance share units, indicating potential future increases in the executive's holdings of company stock, contingent on continued employment and achievement of performance goals.

Industry Context

This filing is typical for executives of publicly traded companies and reflects standard practices for aligning management incentives with shareholder value through equity-based compensation.

Comparison to Industry Standards

• Equity compensation is a common practice among publicly traded companies to align executive interests with shareholder value.
• Companies like McDonald's (MCD) and Starbucks (SBUX) also utilize stock options, restricted stock units, and performance-based equity awards as part of their executive compensation packages.
• The vesting schedules and performance metrics associated with these awards vary depending on the company's specific goals and industry practices.

Stakeholder Impact

• Shareholders may view the executive's increased ownership as a positive sign, indicating confidence in the company's future performance.
• Employees may be motivated by the alignment of executive compensation with company performance.
• The transactions have no immediate impact on customers, suppliers, or creditors.

Key Dates