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Restaurant Brands International Inc.·4

Feb 27, 5:34 PM ET

Friesner Jacqueline 4

4 · Restaurant Brands International Inc. · Filed Feb 27, 2026

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) Jacqueline Friesner Buys Shares & Receives RSU Awards

What Happened

  • Jacqueline Friesner, SVP, Controller and Principal Accounting Officer at Restaurant Brands International (QSR), used part of her 2025 bonus to buy 1,526 common shares at $68.81 each (total $105,004) under the company's 2025 Bonus Swap Program. She also received two types of restricted share unit awards: 5,089 matching restricted share units (RSUs) and 18,892 performance-based RSUs (PBRSUs). The acquisitions were reported on a Form 4 covering transactions dated February 25, 2026 (filed Feb 27, 2026).

Key Details

  • Transaction date: February 25, 2026; Form 4 filed February 27, 2026. Purchase price of shares ($68.81) was set based on the Feb 24, 2026 NYSE closing price.
  • Cash purchase: 1,526 Investment Shares at $68.81 = $105,004.
  • Awards (derivative units): 5,089 RSUs (matching award) and 18,892 PBRSUs (performance-based, zero purchase price reported).
  • Vesting/conditions:
    • Matching RSUs: granted under the Bonus Swap Program; if she sells any Investment Shares she will forfeit unvested matching RSUs. These RSUs vest in equal annual installments (Dec 15, 2026; 2027; 2028; 2029).
    • PBRSUs: performance period Feb 25, 2026–Feb 25, 2029; any earned shares vest on March 15, 2029 and the final payout can increase or decrease based on performance.
    • Each RSU represents a contingent right to one common share upon vesting.
  • Shares owned after transaction: not specified in the filing.

Context

  • This was primarily a purchase plus awards tied to her bonus — a common compensation arrangement rather than an open-market buy or sale. The cash purchase signals a direct acquisition of shares; the RSUs and PBRSUs are deferred/contingent compensation that depend on vesting schedules and performance.
  • No indication in the filing of a sale, 10b5‑1 plan, or late filing; the Form 4 was filed within the routine reporting window.

Insider Transaction Report

Form 4
Period: 2026-02-25
Restaurant Brands International Inc.QSR
Friesner Jacqueline
See Remarks
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-02-25$68.81/sh+1,526$105,004→ 195,726.545 total
  • Award

    Restricted Share Units

    [F4][F10][F11]
    2026-02-25+5,089→ 5,089 total
    → Common Shares (5,089 underlying)
  • Award

    Performance Share Units

    [F12]
    2026-02-25+18,892→ 18,892 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (18,892 underlying)
Holdings

  • Exchangeable Units

    [F3]
    → Common Shares (9,098 underlying)
    9,098

  • Restricted Share Units

    [F4][F5]
    → Common Shares (1,928.025 underlying)
    1,928.025

  • Restricted Share Units

    [F4][F6]
    → Common Shares (3,538.414 underlying)
    3,538.414

  • Performance Share Units

    [F7]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (17,539.903 underlying)
    17,539.903

  • Restricted Share Units

    [F4][F8]
    → Common Shares (3,432.714 underlying)
    3,432.714

  • Performance Share Units

    [F9]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (17,498.546 underlying)
    17,498.546
Footnotes (12)
  • [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 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of her 2025 net bonus to purchase common shares at a purchase price of $68.81 per share ("Investment Shares").
  • [F10]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 her 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of her 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 2.0 for senior vice presidents and above. If the Reporting Person sells any of the Investment Shares, she will forfeit all of the 2026 RSUs that have not yet vested.
  • [F11]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.
  • [F12]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.
  • [F2]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.
  • [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]Each restricted share unit represents a contingent right to receive one common share.
  • [F5]These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
  • [F6]These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
  • [F7]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.
  • [F8]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.
  • [F9]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 February 28, 2025 and ending on 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.
Signature
/s/ David Wallace, as Attorney-in-Fact for Jacqueline Friesner|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772231653.xmlPrimary

    FORM 4