Thomas B. Curtis - Feb 28, 2025 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Thomas B. Curtis IV
Stock symbol
QSR
Transactions as of
Feb 28, 2025
Transactions value $
$163,105
Form type
4
Date filed
3/4/2025, 06:06 PM
Previous filing
Feb 27, 2025
Next filing
Mar 21, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award $163K +2.5K +2.65% $65.19 96.8K Feb 28, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QSR Restricted Share Units Award $0 +9.38K $0.00 9.38K Feb 28, 2025 Common Shares 9.38K Direct F3, F9, F10
transaction QSR Performance Share Units Award $0 +61.4K $0.00 61.4K Feb 28, 2025 Common Shares 61.4K Direct F11
holding QSR Restricted Share Units 2.53K Feb 28, 2025 Common Shares 2.53K Direct F3, F4
holding QSR Restricted Share Units 4.84K Feb 28, 2025 Common Shares 4.84K Direct F3, F5
holding QSR Performance Share Units 47.2K Feb 28, 2025 Common Shares 47.2K Direct F6
holding QSR Restricted Share Units 11.3K Feb 28, 2025 Common Shares 11.3K Direct F3, F7
holding QSR Performance Share Units 61.7K Feb 28, 2025 Common Shares 61.7K Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2024 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2024 net bonus to purchase common shares at a purchase price of $65.29 per share ("Investment Shares").
F2 Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales prices of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 27, 2025.
F3 Each restricted share unit represents a contingent right to receive one common share.
F4 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F5 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F6 The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, 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.
F7 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F8 The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs 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.
F9 The Issuer granted the 2025 restricted share units ("2025 RSUs") to the Reporting Person pursuant to the Issuer's 2024 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2024 net bonus to purchase Investment Shares and received a matching grant of 2025 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $65.19 per share. The RSU Multiplier was 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2025 RSUs that have not yet vested.
F10 These restricted share units vest in equal installments on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
F11 The 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.

Remarks:

President, Burger King U.S. and Canada