Form 4: Restaurant Brands International Officer Jeffrey Housman Reports Significant Equity Holdings and Future Vesting Schedule

Jeffrey Housman, Chief People & Services Officer at Restaurant Brands International Inc., filed a Form 4 detailing his beneficial ownership of common shares, stock options, restricted share units, and performance share units, including future vesting schedules and performance conditions.

Summary

• Jeffrey Housman, Chief People & Services Officer of Restaurant Brands International Inc. (QSR), reported his beneficial ownership of company securities.
• Directly owns 144,929.0864 common shares.
• Holds 431 Restaurant Brands International Limited Partnership exchangeable units, which are convertible into common shares or a cash amount at the general partner's discretion.
• Possesses fully vested and exercisable stock options to purchase a total of 70,000 common shares, comprising: 20,000 options at an exercise price of $55.55 expiring on February 24, 2027; 30,000 options at $58.44 expiring on February 23, 2028; and 20,000 options at $66.31 expiring on February 21, 2030.
• Holds various Restricted Share Units (RSUs) totaling 23,679.1573 units, which represent a contingent right to receive common shares and include accrued dividend equivalent rights. These RSUs were granted on July 8, 2025, and have staggered vesting dates from December 2025 through December 2028.
• Holds Performance Share Units (PSUs) totaling 85,538.7661 units, which were granted on July 8, 2025, are subject to performance conditions, and include accrued dividend equivalent rights. These PSUs have performance periods ending in December 2025, February 2027, and February 2028, with vesting dates in February 2026, March 2027, and March 2028, respectively.

Sentiment

Score: 6

Explanation: The document is a routine disclosure of executive compensation and holdings. It is neutral in terms of company performance but indicates ongoing executive alignment with shareholder interests through equity awards. The future transaction date for awards is a standard way to report grants that will occur on a specific future date.

Positives

• The reporting person holds a significant amount of company equity, aligning executive interests with shareholder value.
• The structure of performance share units ties a portion of executive compensation directly to company performance metrics, incentivizing strong results.

Risks

• The number of common shares that will be earned from Performance Share Units is subject to increase or decrease based on the results of specific performance conditions, introducing variability in the final share count received by the executive.

Future Outlook

The document outlines future vesting schedules for Restricted Share Units and Performance Share Units, with vesting dates extending through March 2028. The number of shares earned from Performance Share Units is contingent on future performance conditions of the company.

Management Comments

• Jeffrey Housman serves as Chief People & Services Officer.
• Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances).
• Options are fully vested and exercisable.
• Each restricted share unit represents a contingent right to receive one common share.
• Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
• The number of common shares that will be earned at the end of the performance period for Performance Share Units is subject to increase or decrease based on the results of the performance condition.

Industry Context

This Form 4 filing is a standard disclosure of executive equity compensation, common across publicly traded companies. It reflects a typical approach to aligning executive incentives with long-term shareholder value through equity awards like options, RSUs, and PSUs, which are prevalent in the restaurant and quick-service industry for executive retention and motivation.

Comparison to Industry Standards

• The use of stock options, restricted share units (RSUs), and performance share units (PSUs) for executive compensation is a standard practice in the U.S. public company landscape, consistent with major restaurant chains like McDonald's (MCD), Starbucks (SBUX), and Yum! Brands (YUM).
• The vesting schedules for RSUs (typically 3-5 years) and performance periods for PSUs (typically 3 years) are consistent with common industry benchmarks designed to promote long-term executive retention and performance alignment.
• The inclusion of dividend equivalent rights on unvested RSUs and PSUs is also a common feature in executive compensation plans, ensuring executives benefit from dividends as if they held the underlying shares, further aligning their interests with common shareholders.

Related Party Transactions

• The reporting person holds 431 Restaurant Brands International Limited Partnership exchangeable units, which are convertible into common shares of Restaurant Brands International Inc. or a cash amount, subject to the discretion of the general partner of Restaurant Brands International Limited Partnership and consent of the Restaurant Brands International Inc. conflicts committee in certain circumstances.

Stakeholder Impact

• Shareholders: Potential future dilution from the vesting and exercise of equity awards, but also alignment of executive incentives with long-term shareholder value.
• Employees: The document pertains to executive compensation, but the structure of equity awards can influence broader compensation strategies within the company.

Next Steps

• Vesting of 3,346.4297 Restricted Share Units on December 31, 2025.
• Vesting of 5,068.5365, 7,840.4068, and 7,419.7843 Restricted Share Units on December 15, 2025, and subsequent annual installments through December 15, 2028.
• Vesting of 24,034.5682 Performance Share Units on February 22, 2026, subject to performance conditions.
• Vesting of 27,918.6248 Performance Share Units on March 15, 2027, subject to performance conditions.
• Vesting of 33,585.5731 Performance Share Units on March 15, 2028, subject to performance conditions.
• Potential exercise of stock options prior to their respective expiration dates (February 24, 2027; February 23, 2028; February 21, 2030).

Key Dates

Keywords

Restaurant Brands International, QSR, Form 4, SEC Filing, Insider Ownership, Stock Options, Restricted Share Units, Performance Share Units, Executive Compensation, Beneficial Ownership