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

Signature
/s/ Michele Keusch, as Attorney-in-Fact for Jacqueline Friesner
Issuer symbol
QSR
Transactions as of
28 Feb 2025
Net transactions value
+$86,246
Form type
4
Filing time
04 Mar 2025, 18:06:42 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 $86,246 +1,323 +0.73% $65.19 182,897 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 +4,413 $0.000000 4,413 28 Feb 2025 Common Shares 4,413 Direct F5, F11, F12
transaction QSR Performance Share Units Award $0 +16,873 $0.000000 16,873 28 Feb 2025 Common Shares 16,873 Direct F13
holding QSR Exchangeable Units 9,098 28 Feb 2025 Common Shares 9,098 Direct F3
holding QSR Option (Right to Buy) 50,000 28 Feb 2025 Common Shares 50,000 $33.67 Direct F4
holding QSR Option (Right to Buy) 20,000 28 Feb 2025 Common Shares 20,000 $55.55 Direct F4
holding QSR Restricted Share Units 2,002 28 Feb 2025 Common Shares 2,002 Direct F5, F6
holding QSR Restricted Share Units 3,718 28 Feb 2025 Common Shares 3,718 Direct F5, F7
holding QSR Performance Share Units 14,161 28 Feb 2025 Common Shares 14,161 Direct F8
holding QSR Restricted Share Units 5,118 28 Feb 2025 Common Shares 5,118 Direct F5, F9
holding QSR Performance Share Units 16,913 28 Feb 2025 Common Shares 16,913 Direct F10
* 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 her 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 her 2024 net bonus to purchase common shares at a purchase price of $65.19 per share.
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 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.
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 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026.
F8 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.
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 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.
F11 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 her 2024 net bonus to purchase Investment Shares and received a matching grant of 2025 RSUs in an amount equal to 50% of her 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 2.0 for senior vice presidents and above. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2025 RSUs that have not yet vested.
F12 These restricted share units vest in equal installments on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
F13 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 period.

Remarks:

SVP, Controller and Principal Accounting Officer