Jose E. Cil - 05 Oct 2022 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Footnote F1

These shares are held by an irrevocable life insurance trust for the benefit of the Reporting Person's children and other family members. The Reporting Person's family member is the trustee of such trust.

Footnote F2

Reflects the transfer of shares previously held by the 2021 GRAT (defined below) which were contributed to the revocable trust, of which the Reporting Person is the settlor and trustee, in an exempt transaction.

Footnote F3

Reflects the transfer of shares previously held by the 2020 GRAT (defined below) which were contributed to the revocable trust, of which the Reporting Person is the settlor and trustee, in an exempt transaction.

Footnote F4

Reflects shares previously held by a revocable trust, of which the Reporting Person is the settlor and trustee, which were contributed to the Third 2022 GRAT (defined below) in an exempt transaction.

Footnote F5

These shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.

Footnote F6

4,928 shares were gifted to an irrevocable family trust for the benefit of the Reporting Person's spouse and children.

Footnote F7

These shares are held by an irrevocable family trust for the benefit of the Reporting Person's spouse and children. The Reporting Person retains investment control over the Issuer securities held by such trust.

Footnote F8

These shares are held by a revocable trust, of which the Reporting Person's spouse is the settlor and trustee for the benefit of the Reporting Person and his spouse and children.

Footnote F9

These shares are held by an irrevocable family trust for the benefit of the Reporting Person and his children. The Reporting Person retains investment control over the Issuer securities held by such trust.

Footnote F10

These shares are held by the Reporting Person's 2020 grantor retained annuity trust ("2020 GRAT"), of which the Reporting Person is the trustee and annuitant.

Footnote F11

These shares are held by the Reporting Person's 2021 grantor retained annuity trust ("2021 GRAT"), of which the Reporting Person is the trustee and annuitant.

Footnote F12

These shares are held by the Reporting Person's first 2022 grantor retained annuity trust ("First 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.

Footnote F13

These shares are held by the Reporting Person's second 2022 grantor retained annuity trust ("Second 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.

Footnote F14

These shares are held by the Reporting Person's third 2022 grantor retained annuity trust ("Third 2022 GRAT"), of which the Reporting Person is the trustee and annuitant.

Footnote F15

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 shares 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.

Footnote F16

These options are immediately exercisable.

Footnote F17

Each restricted share unit represents a contingent right to receive one common share.

Footnote F18

Represents 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.

Footnote F19

These restricted share units vest on December 31, 2022.

Footnote F20

The shares reported represent an award of performance based restricted share units ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date.

Footnote F21

Represents 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.

Footnote F22

These restricted share units vest on December 31, 2023.

Footnote F23

The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2024, which is the fifth anniversary of the grant date.

Footnote F24

These restricted share units vest on December 31, 2024.

Footnote F25

The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date.

Footnote F26

These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 2023.

Footnote F27

These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

Footnote F28

The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. 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.

Footnote F29

These restricted share units vest in equal installments on December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025.

Footnote F30

The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning January 1, 2022 and ending December 31, 2024 and to the extent earned will vest on February 25, 2025. 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.