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Restaurant Brands International Inc.·4

Feb 27, 5:34 PM ET

Schwan Axel 4

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

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) Pres. Axel Schwan Buys Shares & Receives RSUs

What Happened

  • Axel Schwan, President, Tim Hortons Americas at Restaurant Brands International (QSR), used part of his 2025 bonus to buy 2,498 common shares at $68.81 each (total $171,887) and received two types of restricted stock awards: 11,242 restricted share units (RSUs) and 88,649 performance-based RSUs (PBRSUs). The RSU/PBRSU awards were granted as part of the company's 2025 Bonus Swap Program; together they total 99,891 units (notional grant‑date value ≈ $6.9M using $68.81/share), though those are awards not immediate cash.

Key Details

  • Transaction date(s): February 25, 2026; Form 4 filed February 27, 2026 (timely).
  • Purchase: 2,498 shares at $68.81/share — cash paid $171,887 (per F1/F2).
  • Awards: 11,242 RSUs (grant reported at $0 on Form 4 as a derivative award) and 88,649 PBRSUs (derivative award; grant-date price reported $0).
  • Vesting/conditions:
    • RSUs: each represents one share (F4); vest in equal annual installments on Dec 15, 2026, 2027, 2028 and 2029 (F11).
    • PBRSUs: performance period 2/25/2026–2/25/2029; if earned they vest on 3/15/2029 and payout depends on performance (F12).
    • Matching RSU grant mechanics: RSUs reflect 50% of gross bonus × RSU Multiplier (2.25 for EVP+), divided by $68.81; if Schwan sells the Investment Shares he purchased, unvested 2026 RSUs will be forfeited (F10).
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Transaction codes: A = award/acquisition (purchase via bonus swap + RSU/PBRSU grants). No indication of a late filing.

Context

  • The purchase was executed by electing to use 50% of a net bonus to buy shares under the Bonus Swap Program (a reinvestment/purchase, often viewed as a retention/reinvestment action rather than an open-market speculative buy). The RSUs are contingent rights to shares and will only convert to shares as they vest; the PBRSUs are performance-based and may increase or decrease in final payout depending on results. This filing documents an award and a bonus-driven purchase—not a sale.

Insider Transaction Report

Form 4
Period: 2026-02-25
Restaurant Brands International Inc.QSR
Schwan Axel
Pres., Tim Hortons Americas
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-02-25$68.81/sh+2,498$171,887→ 197,481.929 total
  • Award

    Restricted Share Units

    [F4][F10][F11]
    2026-02-25+11,242→ 11,242 total
    → Common Shares (11,242 underlying)
  • Award

    Performance Share Units

    [F12]
    2026-02-25+88,649→ 88,649 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (88,649 underlying)
Holdings

  • Option (Right to Buy)

    [F3]
    Exercise: $58.44Exp: 2028-02-22→ Common Shares (40,000 underlying)
    40,000

  • Option (Right to Buy)

    [F3]
    Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying)
    30,000

  • Option (Right to Buy)

    [F3]
    Exercise: $66.31Exp: 2030-02-20→ Common Shares (56,000 underlying)
    56,000

  • Restricted Share Units

    [F4][F5]
    → Common Shares (4,334.74 underlying)
    4,334.74

  • Restricted Share Units

    [F4][F6]
    → Common Shares (7,158.269 underlying)
    7,158.269

  • Performance Share Units

    [F7]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (56,863.235 underlying)
    56,863.235

  • Restricted Share Units

    [F4][F8]
    → Common Shares (9,396.926 underlying)
    9,396.926

  • Performance Share Units

    [F9]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (63,633.81 underlying)
    63,633.81
Footnotes (12)
  • [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 2025 Bonus Swap Program under its 2023 Omnibus Incentive Plan ("2023 Plan"). The Reporting Person elected to use 50% of his 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 his 2025 net bonus to purchase Investment Shares and received a matching grant of 2026 RSUs in an amount equal to 50% of his 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 2.25 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he 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]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]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 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.
Signature
/s/ David Wallace, as Attorney-in-Fact for Axel Schwan|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772231645.xmlPrimary

    FORM 4