Form 4: Restaurant Brands International Executive Thiago T. Santelmo Reports Acquisition of Restricted Share Units and Performance Share Units

Thiago T. Santelmo, President, International at Restaurant Brands International, reports the acquisition of restricted share units and performance share units, along with adjustments to existing holdings.

Summary

• On April 4, 2024, Thiago T. Santelmo, President, International of Restaurant Brands International Inc. (QSR), reported changes in beneficial ownership.
• Santelmo acquired multiple tranches of restricted share units (RSUs) and performance share units (PSUs).
• These acquisitions include dividend equivalent rights that accrue on the underlying awards.
• The RSUs vest at various dates, generally in installments between December 2021 and December 2027.
• The PSUs have performance periods ending in December 2021, December 2024, December 2025 and February 2027, with vesting dates in February 2025, February 2026 and March 2027, respectively.
• Santelmo directly owns 25,166 common shares.
• Santelmo also holds exchangeable units convertible into common shares, as well as options to buy 10,000 shares at $55.55, 10,000 shares at $58.44, 30,000 shares at $64.75 and 7,500 shares at $66.31.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The acquisition of RSUs and PSUs suggests confidence in the company's future performance, but it's a routine transaction.

Positives

• The acquisition of RSUs and PSUs aligns the executive's interests with those of the shareholders, incentivizing performance and long-term value creation.
• The vesting schedules of the RSUs and PSUs encourage continued service and commitment from the executive.

Risks

• The value of the RSUs and PSUs is contingent on the performance of Restaurant Brands International's stock price.
• The actual number of shares earned from PSUs is subject to increase or decrease based on the results of the performance condition.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting schedules of the RSUs and PSUs suggest a continued commitment from the executive to the company's long-term performance.

Industry Context

Insider transactions are closely monitored by investors as they can provide insights into management's confidence in the company's prospects. The acquisition of RSUs and PSUs is a common form of executive compensation in the restaurant industry, aligning management's interests with those of shareholders.

Comparison to Industry Standards

• Equity compensation is a standard practice among publicly traded companies, including Restaurant Brands International's competitors such as McDonald's (MCD) and Starbucks (SBUX).
• The vesting schedules and performance metrics associated with the RSUs and PSUs are likely aligned with industry norms for executive compensation packages.

Stakeholder Impact

• The acquisition of RSUs and PSUs aligns the executive's interests with those of the shareholders, potentially leading to increased shareholder value.
• The vesting schedules of the RSUs and PSUs encourage continued service and commitment from the executive, benefiting the company and its stakeholders.

Key Dates