Duncan Fulton - 28 Feb 2025 Form 4 Insider Report for Restaurant Brands International Inc. (QSR)

Signature
/s/ Michele Keusche, as Attorney-in-Fact for Duncan Fulton
Issuer symbol
QSR
Transactions as of
28 Feb 2025
Net transactions value
+$90,907
Form type
4
Filing time
04 Mar 2025, 18:05:30 UTC
Previous filing
27 Feb 2025
Next filing
08 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QSR Common Shares Award $90,907 +1,393 +4% $65.26 36,215 28 Feb 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 +6,269 $0.000000 6,269 28 Feb 2025 Common Shares 6,269 Direct F6, F12, F13
transaction QSR Performance Share Units Award $0 +23,008 $0.000000 23,008 28 Mar 2025 Common Shares 23,008 Direct F14
holding QSR Option (Right to Buy) 60,000 28 Feb 2025 Common Shares 60,000 $63.64 Direct F3, F4
holding QSR Option (Right to Buy) 15,000 28 Feb 2025 Common Shares 15,000 $66.31 Direct F4, F5
holding QSR Restricted Share Units 3,108 28 Feb 2025 Common Shares 3,108 Direct F6, F7
holding QSR Restricted Share Units 4,737 28 Feb 2025 Common Shares 4,737 Direct F6, F8
holding QSR Performance Share Units 23,205 28 Feb 2025 Common Shares 23,205 Direct F9
holding QSR Restricted Share Units 7,446 28 Feb 2025 Common Shares 7,446 Direct F6, F10
holding QSR Performance Share Units 20,493 28 Feb 2025 Common Shares 20,493 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 CAD$94.12 per share ("Investment Shares"). The purchase price was converted into its U.S. dollar equivalent using the Bank of Canada daily exchange rate on February 27, 2025.
F2 Pursuant to the Issuer's 2023 Plan, the purchase price of the Investment Shares is calculated based on, the last sales prices of the common share of the Issuer on the Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 27, 2025.
F3 The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent.
F4 These options are fully vested and exercisable.
F5 The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent.
F6 Each restricted share unit represents a contingent right to receive one common share.
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 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.
F10 These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027.
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 condition.
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 CAD$94.12 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 ending 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.