CURTIS THOMAS BENJAMIN 4

What Happened

• Curtis Thomas Benjamin, President, BK US & CA of Restaurant Brands International (QSR), purchased 2,055 common shares on February 25, 2026 at $68.81 per share for a total cash outlay of $141,405. That purchase was made under the company’s 2025 Bonus Swap Program.
• On the same date he also received two types of equity awards totaling 65,840 restricted share units (RSUs/PBRSUs): 7,709 time‑based RSUs (matching grant under the bonus-swap program) and 58,131 performance‑based RSUs (PBRSUs). These awards are grants (derivative awards) with future vesting and/or performance conditions and had no cash price at grant.

Key Details

• Transaction date: February 25, 2026. Purchase price for the 2,055 shares: $68.81 (total $141,405). Purchase price was set using the NYSE last sale on Feb 24, 2026.
• Awards: 7,709 RSUs (time‑based matching RSUs) and 58,131 PBRSUs (performance-based). Combined derivative awards = 65,840 units.
• Vesting: The 7,709 RSUs vest in equal annual installments (remaining vestings through Dec 15, 2026–2029 per the grant). The 58,131 PBRSUs have a performance period Feb 25, 2026–Feb 25, 2029 and, if earned, will vest on March 15, 2029 (final payout may increase or decrease based on performance).
• Bonus-swap details: Benjamin used 50% of his 2025 net bonus to buy the 2,055 “Investment Shares” and received a matching RSU grant equal to 50% of his gross bonus multiplied by an RSU multiplier (2.25 for his level) divided by the $68.81 price. If he sells the Investment Shares, unvested 2026 RSUs may be forfeited.
• Shares owned after transaction: Not specified in the disclosed items of this filing.
• Filing timeliness: Report was filed Feb 27, 2026 for transactions dated Feb 25, 2026 (no indication in the filing that it was late).

Context

• Purchase vs. award: The 2,055‑share purchase is a direct buy (cash outlay) and is often considered a stronger near‑term signal of insider buying than awards, which depend on vesting/performance. The larger portion of equity here is awards (RSUs/PBRSUs) subject to vesting and performance metrics and therefore represent potential future ownership rather than immediate free tradable shares.
• For retail investors: Awards (RSUs/PBRSUs) indicate long‑term incentive alignment but do not equal immediate open‑market purchases. The cash purchase shows a concrete purchase of stock by the insider.