SEC Form 4 · accession 0001594977-26-000020
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Axel Schwan
Officer — Pres., Tim Hortons US & Canada
Period of report
Sep 4, 2026
Accepted (ET)
Sep 9, 2026 · 5:02 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001618756
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | Sep 4, 2026 | M | 40,000 | $58.44 | A | 237,482 | D | |
| Common Shares | Sep 4, 2026 | M | 30,000 | $64.75 | A | 267,482 | D | |
| Common SharesF1 | Sep 4, 2026 | S | 57,574 | $81.1428 | D | 209,908 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (Right to Buy)F2 | $58.44 | Sep 4, 2026 | M | 40,000 | D | — | Feb 22, 2028 | Common Shares | 40,000 | 0 | D |
| Option (Right to Buy)F2 | $64.75 | Sep 4, 2026 | M | 30,000 | D | — | Feb 21, 2029 | Common Shares | 30,000 | 0 | D |
| Option (Right to Buy)F2 | $66.31 | holding | — | — | — | — | Feb 20, 2030 | Common Shares | 56,000 | 56,000 | D |
| Restricted Share UnitsF3,F4 | — | holding | — | — | — | — | — | Common Shares | 4,411 | 4,411 | D |
| Restricted Share UnitsF3,F5 | — | holding | — | — | — | — | — | Common Shares | 7,284 | 7,284 | D |
| Performance Share UnitsF6 | — | holding | — | — | — | Mar 15, 2027 | Mar 15, 2027 | Common Shares | 57,864 | 57,864 | D |
| Restricted Share UnitsF3,F7 | — | holding | — | — | — | — | — | Common Shares | 9,562 | 9,562 | D |
| Performance Share UnitsF8 | — | holding | — | — | — | Mar 15, 2028 | Mar 15, 2028 | Common Shares | 64,754 | 64,754 | D |
| Restricted Share UnitsF3,F9 | — | holding | — | — | — | — | — | Common Shares | 11,440 | 11,440 | D |
| Performance Share UnitsF10 | — | holding | — | — | — | Mar 15, 2029 | Mar 15, 2029 | Common Shares | 90,210 | 90,210 | D |
Explanation of responses
- F1Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $80.87 to $81.36 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
- F10The shares reported represent an award of performance based restricted share units ("2026 PBRSUs") granted to the Reporting Person. The 2026 PBRSUs will have a performance period beginning February 25, 2026 and ending February 25, 2029 and to the extent earned will vest on March 15, 2029. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
- F2These options are fully vested and exercisable.
- F3Each restricted share unit represents a contingent right to receive one common share.
- F4These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
- F5These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
- F6The shares reported represent an award of performance based restricted share units ("2024 PBRSUs") granted to the Reporting Person. The 2024 PBRSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
- F7These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026, December 15, 2027 and December 15, 2028.
- F8The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning February 28, 2025 and ending February 28, 2028 and to the extent earned will vest on March 15, 2028. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
- F9These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2026, December 15, 2027, December 15, 2028 and December 15, 2029.