Schwan Axel 4
4 · Restaurant Brands International Inc. · Filed Feb 24, 2026
Insider Transaction Report
Form 4
Schwan Axel
Pres., Tim Hortons Americas
Transactions
- Exercise/Conversion
Common Shares
[F1]2026-02-22+65,269.848→ 229,922.879 total - Sale
Common Shares
[F2]2026-02-23$67.51/sh−34,938.949$2,358,728→ 194,983.929 total - Exercise/Conversion
Performance Share Units
[F6]2026-02-22−81,587.31→ 0 totalFrom: 2026-02-22Exp: 2026-02-22→ Common Shares (81,587.31 underlying)
Holdings
- 40,000
Option (Right to Buy)
[F3]Exercise: $58.44Exp: 2028-02-22→ Common Shares (40,000 underlying) - 30,000
Option (Right to Buy)
[F3]Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying) - 56,000
Option (Right to Buy)
[F3]Exercise: $66.31Exp: 2030-02-20→ Common Shares (56,000 underlying) - 4,334.74
Restricted Share Units
[F4][F5]→ Common Shares (4,334.74 underlying) - 7,158.269
Restricted Share Units
[F4][F7]→ Common Shares (7,158.269 underlying) - 56,863.235
Performance Share Units
[F8]From: 2027-03-15Exp: 2027-03-15→ Common Shares (56,863.235 underlying) - 9,396.926
Restricted Share Units
[F4][F9]→ Common Shares (9,396.926 underlying) - 63,633.81
Performance Share Units
[F10]From: 2028-03-15Exp: 2028-03-15→ Common Shares (63,633.81 underlying)
Footnotes (10)
- [F1]The 2023 PBRSUs vested at 80% of target based on the results of the performance condition.
- [F10]The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning 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.
- [F2]Represents shares sold to cover withholding tax obligations on the settlement of the vesting of the Reporting Person's performance based restricted share units.
- [F3]These options are fully vested and exercisable.
- [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]The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs had a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned vested on February 22, 2026. The 2023 PBRSUs vested at 80% of target.
- [F7]These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
- [F8]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.
- [F9]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.
Signature
/s/ David Wallace, as Attorney-in-Fact for Axel Schwan|2026-02-24