Sec Form 4 Filing - SANTELMO THIAGO T @ Restaurant Brands International Inc. - 2026-02-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SANTELMO THIAGO T
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, International
(Last) (First) (Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC., 5707 WATERFORD DISTRICT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2026
(Street)
MIAMI, FL33126
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 02/25/2026 A 4,493 ( 1 ) A $ 68.81 ( 2 ) 78,559.731 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Exchangeable Units ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Shares 205 205 D
Option (Right to Buy) $ 55.55 ( 4 ) 02/23/2027 Common Shares 10,000 10,000 D
Option (Right to Buy) $ 58.44 ( 4 ) 02/22/2028 Common Shares 10,000 10,000 D
Option (Right to Buy) $ 64.75 ( 4 ) 02/21/2029 Common Shares 30,000 30,000 D
Option (Right to Buy) $ 66.31 ( 4 ) 02/20/2030 Common Shares 7,500 7,500 D
Restricted Share Units ( 5 ) ( 6 ) ( 6 ) Common Shares 2,186.7167 2,186.7167 D
Restricted Share Units ( 5 ) ( 7 ) ( 7 ) Common Shares 3,030.4769 3,030.4769 D
Performance Share Units ( 8 ) 03/15/2027 03/15/2027 Common Shares 30,620.8904 30,620.8904 D
Restricted Share Units ( 5 ) ( 9 ) ( 9 ) Common Shares 5,548.3447 5,548.3447 D
Performance Share Units ( 10 ) 03/15/2028 03/15/2028 Common Shares 41,361.6136 41,361.6136 D
Restricted Share Units ( 5 ) 02/25/2026 A 15,553 ( 11 ) ( 12 ) ( 12 ) Common Shares 15,553 $ 0 15,553 D
Performance Share Units ( 13 ) 02/25/2026 A 47,958 03/15/2029 03/15/2029 Common Shares 47,958 $ 0 47,958 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANTELMO THIAGO T
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT DRIVE
MIAMI, FL33126
President, International
Signatures
/s/ David Wallace, as Attorney-in-Fact for Thiago T. Santelmo 02/27/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").
( 2 )Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on the last sales price of common shares of the Issuer reported on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.
( 3 )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.
( 4 )These options are fully vested and exercisable.
( 5 )Each restricted share unit represents a contingent right to receive one common share.
( 6 )These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
( 7 )These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
( 8 )The 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.
( 9 )These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026, December 15, 2027 and December 15, 2028.
( 10 )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.
( 11 )The Issuer granted the 2026 restricted share units ("2026 RSUs") to the Reporting Person pursuant to the Issuer's 2025 Bonus Swap Program under its 2023 Plan. The Reporting Person elected to use 50% of his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiplier based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $68.81 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 2026 RSUs that have not yet vested.
( 12 )These 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.
( 13 )The 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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