Thiago T. Santelmo - Feb 28, 2025 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Thiago T. Santelmo
Stock symbol
QSR
Transactions as of
Feb 28, 2025
Transactions value $
$134,357
Form type
4
Date filed
3/4/2025, 06:06 PM
Previous filing
Feb 27, 2025
Next filing
Apr 8, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award $134K +2.06K +3.59% $65.19 59.4K 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 +7.13K $0.00 7.13K Feb 28, 2025 Common Shares 7.13K Direct F5, F12, F13
transaction QSR Performance Share Units Award $0 +39.9K $0.00 39.9K Feb 28, 2025 Common Shares 39.9K Direct F14
holding QSR Exchangeable Units 205 Feb 28, 2025 Common Shares 205 Direct F3
holding QSR Option (Right to Buy) 10K Feb 28, 2025 Common Shares 10K $58.44 Direct F4
holding QSR Option (Right to Buy) 10K Feb 28, 2025 Common Shares 10K $55.55 Direct F4
holding QSR Option (Right to Buy) 30K Feb 28, 2025 Common Shares 30K $64.75 Direct F4
holding QSR Option (Right to Buy) 7.5K Feb 28, 2025 Common Shares 7.5K $66.31 Direct F4
holding QSR Restricted Share Units 1.81K Feb 28, 2025 Common Shares 1.81K Direct F5, F6, F7
holding QSR Restricted Share Units 4.22K Feb 28, 2025 Common Shares 4.22K Direct F5, F8
holding QSR Restricted Share Units 4.38K Feb 28, 2025 Common Shares 4.38K Direct F5, F9
holding QSR Performance Share Units 18.9K Feb 28, 2025 Common Shares 18.9K Direct F10
holding QSR Performance Share Units 29.5K Feb 28, 2025 Common Shares 29.5K Direct F11
* 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 $65.19 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 price 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 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 Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
F4 These options are fully vested and exercisable.
F5 Each restricted share units represent a contingent right to receive one common share.
F6 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.
F7 These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31 2025.
F8 These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F9 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
F10 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.
F11 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 period.
F12 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.
F13 These restricted share units vest in equal installments on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
F14 The 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.