8-KFiled Aug 9, 8:00 PM ET

Restaurant Brands International Announces Repurchase of 2.78M Exchangeable Units

$QSR · Restaurant Brands International Inc.

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Restaurant Brands International Announces Repurchase of 2.78M Exchangeable Units

What Happened

  • On August 10, 2026, Restaurant Brands International Inc. (RBI) announced that Restaurant Brands International Limited Partnership (“RBI LP”) received an irrevocable exchange notice from 3G Restaurant Brands Holdings LP (an affiliate of 3G Capital Partners Ltd.) to exchange 2,784,549 Class B exchangeable limited partnership units.
  • RBI LP intends to satisfy the notice by repurchasing all 2,784,549 Exchangeable Units for cash, using available cash on hand. The company attached a press release about the transaction as Exhibit 99 to the Form 8‑K.

Key Details

  • Date filed: August 10, 2026 (Form 8‑K, Item 7.01).
  • Units to be exchanged/repurchased: 2,784,549 Class B exchangeable limited partnership units.
  • Notice: Irrevocable exchange notice from 3G Restaurant Brands Holdings LP (affiliate of 3G Capital).
  • Consideration: Repurchase for cash using available cash on hand (no purchase price disclosed in the filing).

Why It Matters

  • The transaction will reduce the number of outstanding exchangeable units in RBI LP and result in a cash outflow when repurchase occurs, which can affect the company’s liquidity position.
  • Investors should note the counterparty (3G affiliate) and that the exchange notice is irrevocable; the filing does not disclose the repurchase price or timing beyond the company’s stated intent to use cash on hand. The press release (Exhibit 99) is incorporated by reference for any additional details.