SEC Form 4 · accession 0000950142-26-002325
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
3G Restaurant Brands Holdings LP
10% Owner
Period of report
Aug 10, 2026
Accepted (ET)
Aug 12, 2026 · 5:31 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001618756
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchangeable UnitsF1,F2,F3 | — | Aug 10, 2026 | C | 2,784,549 | A | — | — | Common Shares | 2,784,549 | 96,373,353 | I |
| Exchangeable UnitsF1,F2,F3 | — | Aug 10, 2026 | J | 2,000,183 | A | — | — | Common Shares | 2,000,183 | 94,373,170 | I |
Explanation of responses
- F1Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI'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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.
- F23G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH") and HL1 17 LP ("HL1"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH or HL1. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
- F3On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units for which 3G RBH submitted an exchange notice (the "Notice") to RBI LP pursuant to the terms of the limited partnership agreement of RBI LP and other Exchangeable Units that 3G RBH has transferred for no consideration. As announced by RBI on August 10, 2026, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the Exchange by repurchasing 2,784,549 exchangeable units for cash. The exchange notice became irrevocable on August 10, 2026 with respect to 2,784,549 exchangeable units. The Exchange will be settled in cash and effected as of the close of business on August 31, 2026.