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

Axel Schwan, President of Tim Hortons Americas, filed a Form 4 detailing his beneficial ownership of common shares, stock options, restricted share units, and performance share units in Restaurant Brands International Inc.

Summary

• Axel Schwan, President of Tim Hortons Americas for Restaurant Brands International Inc. (QSR), reported beneficial ownership of 157,760.389 common shares.
• Holdings include fully vested and exercisable stock options for 40,000 common shares at an exercise price of $58.44, expiring February 22, 2028.
• Additional options include 30,000 common shares at $64.75, expiring February 21, 2029, and 56,000 common shares at $66.31, expiring February 20, 2030, all fully vested and exercisable.
• Acquired various Restricted Share Units (RSUs) on July 8, 2025, totaling 3,920.1356, 8,514.1427, 10,544.721, and 12,303.8476 units, which include accrued dividend equivalent rights.
• RSUs have remaining vesting schedules on December 31, 2025; December 15, 2025 and December 15, 2026; December 15, 2025, December 15, 2026, and December 15, 2027; and December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028, respectively.
• Acquired Performance Share Units (PSUs) on July 8, 2025, including 80,115.2274 (2023 PBRSUs), 55,837.2496 (2024 PSUs), and 62,485.6634 (2025 PBRSUs), all with dividend equivalent rights.
• The 2023 PBRSUs have a performance period from January 1, 2023, to December 31, 2025, vesting on February 22, 2026.
• The 2024 PSUs have a performance period from February 23, 2024, to February 23, 2027, vesting on March 15, 2027.
• The 2025 PBRSUs have a performance period from February 28, 2025, to February 28, 2028, vesting on March 15, 2028.

Sentiment

Score: 6

Explanation: The document is a factual disclosure of insider ownership and compensation, which is generally neutral. The significant equity holdings and ongoing awards indicate executive alignment with shareholder interests, contributing to a slightly positive sentiment.

Positives

• The executive's significant beneficial ownership of common shares, options, RSUs, and PSUs aligns his interests with those of shareholders.
• The acquisition of additional RSUs and PSUs indicates ongoing executive compensation and retention, suggesting continued commitment to the company's long-term performance.

Risks

• The number of common shares ultimately earned from Performance Share Units (PSUs) is subject to increase or decrease based on the results of specific performance conditions, introducing variability in the final award.

Future Outlook

Axel Schwan's equity awards are structured with future vesting dates extending through December 2028 for Restricted Share Units and March 2028 for Performance Share Units. The Performance Share Units are subject to specific performance conditions over periods ending in December 2025, February 2027, and February 2028, which will determine the final number of shares earned.

Industry Context

This Form 4 filing is a routine disclosure of an executive's equity holdings and compensation awards, which is standard practice across publicly traded companies. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The executive's substantial equity holdings and future vesting awards align his financial incentives with shareholder value creation, potentially fostering long-term growth.

Next Steps

• Future vesting of Restricted Share Units on December 31, 2025, December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028.
• Determination of earned shares for 2023 Performance Based Restricted Share Units after the performance period ends on December 31, 2025, with vesting on February 22, 2026.
• Determination of earned shares for 2024 Performance Share Units after the performance period ends on February 23, 2027, with vesting on March 15, 2027.
• Determination of earned shares for 2025 Performance Based Restricted Share Units after the performance period ends on February 28, 2028, with vesting on March 15, 2028.

Key Dates

Keywords

Restaurant Brands International, QSR, Axel Schwan, Form 4, Insider Ownership, Executive Compensation, Stock Options, Restricted Share Units, Performance Share Units, Beneficial Ownership, Tim Hortons Americas