SEC Form 4 · accession 0002015936-26-000023
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thiago T Santelmo
Officer — President, International
Period of report
Jul 7, 2026
Accepted (ET)
Jul 9, 2026 · 7:42 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 | holding | — | — | — | 78,668 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF4,F3,F5 | — | Jul 7, 2026 | A | 20 | A | — | — | Common Shares | 20 | 2,225 | D |
| Restricted Share UnitsF4,F3,F6 | — | Jul 7, 2026 | A | 27 | A | — | — | Common Shares | 27 | 3,084 | D |
| Performance Share UnitsF8,F7 | — | Jul 7, 2026 | A | 274 | A | Mar 15, 2027 | Mar 15, 2027 | Common Shares | 274 | 31,160 | D |
| Restricted Share UnitsF4,F3,F9 | — | Jul 7, 2026 | A | 50 | A | — | — | Common Shares | 50 | 5,646 | D |
| Performance Share UnitsF8,F10 | — | Jul 7, 2026 | A | 370 | A | Mar 15, 2028 | Mar 15, 2028 | Common Shares | 370 | 42,090 | D |
| Restricted Share UnitsF4,F3,F11 | — | Jul 7, 2026 | A | 143 | A | — | — | Common Shares | 143 | 16,208 | D |
| Performance Share UnitsF8,F12 | — | Jul 7, 2026 | A | 429 | A | Mar 15, 2029 | Mar 15, 2029 | Common Shares | 429 | 48,802 | D |
| Exchangeable UnitsF1 | — | holding | — | — | — | — | — | Common Shares | 205 | 205 | D |
| Option (Right to Buy)F2 | $58.44 | holding | — | — | — | — | Feb 22, 2028 | Common Shares | 10,000 | 10,000 | D |
| Option (Right to Buy)F2 | $64.75 | holding | — | — | — | — | Feb 21, 2029 | Common Shares | 30,000 | 30,000 | D |
| Option (Right to Buy)F2 | $66.31 | holding | — | — | — | — | Feb 20, 2030 | Common Shares | 7,500 | 7,500 | D |
Explanation of responses
- F1Each 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 share 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). This conversion right has no expiration date.
- F10The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs have a performance period beginning on 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.
- F11These 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.
- F12The 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.
- F4Represents dividend equivalent rights that accrued on the underlying award of restricted share units. 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.
- F5These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
- F6These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
- F7The 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.
- F8Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
- F9These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026, December 15, 2027 and December 15, 2028.