Friesner Jacqueline 4

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.