Schwan Axel 4

What Happened
Axel Schwan, President of Tim Hortons US & Canada, was granted multiple derivative equity awards by Restaurant Brands International (QSR) on July 7, 2026. The filing reports seven separate awards (all recorded as acquisitions at $0.00 because they are restricted/share-unit or performance-based awards), with the following share-equivalent amounts:

• 38.798 shares @ $0.00 (derivative)
• 64.07 shares @ $0.00 (derivative)
• 508.956 shares @ $0.00 (derivative)
• 84.107 shares @ $0.00 (derivative)
• 569.556 shares @ $0.00 (derivative)
• 100.622 shares @ $0.00 (derivative)
• 793.455 shares @ $0.00 (derivative)
  Total reported: 2,159.564 share-equivalents (≈2,160). These are grants/awards (not open-market purchases or sales).

Key Details

• Transaction date: July 7, 2026; Form 4 filed July 9, 2026 (timely filing).
• Price: $0.00 per award unit (standard for RSUs/PBRSUs — they are granted, not bought).
• Shares owned after transaction: not specified in the provided data (see the full Form 4 for total holdings).
• Notable footnotes from the filing include:
  • Many awards are restricted share units (RSUs) where each unit equals a contingent right to one common share (F2).
  • Several awards are performance-based restricted share units (PBRSUs) with performance periods and vesting dates (e.g., 2024, 2025, 2026 PBRSUs with performance windows and vesting on March 15 of vesting years; F6, F9, F11). The number of shares earned for PBRSUs may increase or decrease based on performance.
  • Some awards include dividend-equivalent rights that vest and settle alongside the underlying RSUs/PBRSUs (F3, F7).
  • Other RSUs vest in equal annual installments with remaining vest dates (examples: F4, F5, F8, F10).
  • Footnote F1 notes certain options are fully vested and exercisable, though no option exercise was reported in these listed transactions.
• Transaction type code: A = Award/Grant (derivative). No sale or exercise was reported here.

Context

• RSUs and PBRSUs are common long-term incentive compensation. They do not represent immediate cash purchases or sales — instead they are contingent rights that typically convert to shares upon vesting (time- or performance-based).
• For PBRSUs, the final number of shares delivered depends on achievement of performance metrics over the specified performance period; dividend equivalents may accrue and vest with the awards.
• These grants are informative about compensation and potential future share issuance but are not direct indications of an insider buying or selling stock in the open market.