Form 4: Restaurant Brands International Executive Discloses Extensive Equity Holdings and Future Vesting Schedule

Thiago T. Santelmo, President, International at Restaurant Brands International Inc., has disclosed his beneficial ownership of common shares, exchangeable units, stock options, restricted share units, and performance share units, detailing future vesting schedules and performance periods.

Summary

• Thiago T. Santelmo, President, International, directly holds 59,406.1569 common shares of Restaurant Brands International Inc. (QSR).
• Holds 205 Restaurant Brands International Limited Partnership exchangeable units, which are convertible into common shares of QSR or a cash equivalent at the general partner's discretion.
• Possesses fully vested options to purchase a total of 57,500 common shares, with exercise prices ranging from $55.55 to $66.31 and expiration dates between February 23, 2027, and February 20, 2030.
• Beneficially owns 17,866.1023 Restricted Share Units (RSUs) which represent a contingent right to receive common shares and vest in equal annual installments through December 2028. These RSUs accrue dividend equivalent rights.
• Beneficially owns 89,911.3762 Performance Share Units (PSUs) which are subject to specific performance conditions over periods ending between December 31, 2025, and February 28, 2028, and will vest between February 22, 2026, and March 15, 2028. These PSUs also accrue dividend equivalent rights.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding company performance or future prospects beyond the standard alignment of executive compensation with company performance.

Positives

• The significant equity holdings of a key executive like Thiago T. Santelmo align his interests with those of shareholders, promoting long-term value creation.
• The existence of fully vested stock options provides the executive with immediate potential value and flexibility.
• The structure of performance-based units incentivizes the executive to achieve specific company performance targets.

Risks

• The number of common shares ultimately earned from Performance Share Units (PSUs) is subject to increase or decrease based on the results of performance conditions, introducing variability in the final compensation.
• The value of stock options and share units is subject to the market price fluctuations of Restaurant Brands International Inc. common shares.

Future Outlook

The future outlook for the reporting person's equity compensation includes the vesting of various tranches of Restricted Share Units through December 2028 and the potential earning and vesting of Performance Share Units based on company performance through March 2028. The fully vested options provide future exercise opportunities until their respective expiration dates.

Industry Context

This SEC Form 4 filing provides specific details on the equity compensation and holdings of a senior executive at Restaurant Brands International Inc., a major player in the global quick-service restaurant industry. While the filing itself does not discuss broader industry trends, the structure of executive compensation, including performance-based incentives, is a common practice across the industry to align management interests with shareholder value.

Related Party Transactions

• Restaurant Brands International Limited Partnership exchangeable units are convertible into common shares of Restaurant Brands International Inc. or a cash amount, subject to the discretion of the general partner and consent of the conflicts committee in certain circumstances. This represents a compensation mechanism tied to an affiliated entity.

Stakeholder Impact

• Shareholders: The executive's significant equity holdings, including performance-based units, align his financial incentives with the company's long-term performance, potentially benefiting shareholders.
• Employees: While not directly impacting all employees, the executive's compensation structure reflects the company's approach to incentivizing leadership, which can indirectly influence overall compensation philosophy.

Next Steps

• Continued vesting of Restricted Share Units on various dates through December 2028.
• Evaluation of performance conditions for Performance Share Units, with potential vesting between February 22, 2026, and March 15, 2028.
• Potential exercise of fully vested stock options prior to their expiration dates between February 23, 2027, and February 20, 2030.

Key Dates

Keywords

Restaurant Brands International, QSR, SEC Form 4, Beneficial Ownership, Stock Options, Restricted Share Units, Performance Share Units, Executive Compensation, Insider Holdings, Thiago T. Santelmo