Form 4: Restaurant Brands International Executive Granted Significant Equity Awards

Thomas Benjamin Curtis, President of Burger King US & Canada, reported the acquisition of various restricted and performance share units from Restaurant Brands International Inc. effective July 8, 2025.

Summary

• Thomas Benjamin Curtis, President of Burger King US & Canada, reported beneficial ownership of 73,897.6316 common shares directly.
• Acquired 23.3279 Restricted Share Units (RSUs) on July 8, 2025, with remaining vesting on December 31, 2025. Total beneficially owned RSUs of this type are 2,576.6044.
• Acquired 44.6508 RSUs on July 8, 2025, with remaining vesting on December 15, 2025, and December 15, 2026. Total beneficially owned RSUs of this type are 4,931.7544.
• Acquired 103.7671 RSUs on July 8, 2025, with remaining vesting on December 15, 2025, December 15, 2026, and December 15, 2027. Total beneficially owned RSUs of this type are 11,461.2416.
• Acquired 86.5203 RSUs on July 8, 2025, with remaining vesting on December 15, 2025, December 15, 2026, December 15, 2027, and December 15, 2028. Total beneficially owned RSUs of this type are 9,556.3074.
• Acquired 435.2054 Performance Share Units (PSUs) from the 2023 PBRSUs award on July 8, 2025. These PSUs have a performance period from January 1, 2023, to December 31, 2025, and will vest on February 22, 2026. Total beneficially owned PSUs of this type are 48,069.1364.
• Acquired 568.7278 PSUs from the 2024 PSUs award on July 8, 2025. These PSUs have a performance period from February 23, 2024, to February 23, 2027, and will vest on March 15, 2027. Total beneficially owned PSUs of this type are 62,816.9057.
• Acquired 565.7288 PSUs from the 2025 PBRSUs award on July 8, 2025. These PSUs have a performance period from February 28, 2025, to February 28, 2028, and will vest on March 15, 2028. Total beneficially owned PSUs of this type are 62,485.6634.
• Dividend equivalent rights accrue on both restricted and performance share units, vesting proportionately with the underlying awards.

Sentiment

Score: 7

Explanation: The filing reflects routine equity compensation grants to a key executive, aligning their interests with long-term shareholder value through performance and restricted share units. This is a standard and generally positive practice for corporate governance and executive alignment.

Positives

• The grant of equity awards aligns the executive's long-term interests with those of shareholders, incentivizing performance and retention.
• Performance-based units tie a portion of compensation directly to the company's achievement of specific performance conditions.

Risks

• The actual number of shares earned from Performance Share Units is subject to increase or decrease based on the results of performance conditions, introducing variability in the final compensation received.

Future Outlook

The vesting schedules for the Restricted Share Units and Performance Share Units extend into 2028, indicating a long-term incentive structure designed to retain the executive and align their performance with the company's strategic goals over several years.

Management Comments

• The equity awards reflect the company's compensation strategy to incentivize key executives through long-term equity grants.
• Performance-based awards are designed to motivate the executive to achieve specific company performance targets over multi-year periods.

Industry Context

The use of Restricted Share Units and Performance Share Units as a significant component of executive compensation is a standard practice across large publicly traded companies, including those in the quick-service restaurant (QSR) industry. This approach aims to align executive incentives with shareholder value creation and long-term company performance.

Comparison to Industry Standards

• The structure of equity compensation, including a mix of time-based Restricted Share Units and performance-based Performance Share Units, is consistent with compensation practices observed at comparable QSR companies such as McDonald's Corporation, Yum! Brands, Inc., and Starbucks Corporation.
• Multi-year vesting schedules and performance periods, extending up to five years, are typical for executive long-term incentive plans in the industry, promoting executive retention and sustained focus on strategic objectives.
• The inclusion of dividend equivalent rights on unvested awards is also a common feature in such plans, ensuring executives benefit from shareholder returns even before full vesting.

Stakeholder Impact

• Shareholders: The equity grants are designed to align the interests of a key executive with long-term shareholder value creation, potentially leading to improved company performance.
• Employees: No direct impact on general employees is indicated by this filing, as it pertains specifically to executive compensation.

Next Steps

• Future vesting of Restricted Share Units on various dates through December 15, 2028.
• Future vesting of Performance Share Units on February 22, 2026, March 15, 2027, and March 15, 2028, contingent on performance conditions.

Key Dates

Keywords

Restaurant Brands International, QSR, SEC Form 4, Equity Awards, Restricted Share Units, Performance Share Units, Executive Compensation, Insider Transaction, Thomas Benjamin Curtis, Burger King