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Restaurant Brands International Inc.·4

Feb 27, 5:34 PM ET

Siddiqui Sami A. 4

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

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) CFO Sami Siddiqui Buys Shares & Receives RSU Awards

What Happened
Sami A. Siddiqui, CFO of Restaurant Brands International (QSR), purchased 3,843 common shares at $68.81 each on Feb 25, 2026 for $264,437 (purchase via the issuer's Bonus Swap Program). On the same date he was also granted two sets of restricted share units (derivative awards) totaling 72,542 units (14,411 and 58,131 units). The derivative awards are RSU/PBRSU grants (no cash paid at grant).

Key Details

  • Transaction date: Feb 25, 2026; Form filed Feb 27, 2026 (timely).
  • Purchase: 3,843 shares @ $68.81 = $264,437 (purchase price was based on NYSE close on Feb 24, 2026) — see F1, F2.
  • Awards: 14,411 and 58,131 restricted share units reported as acquired at $0.00 (derivative awards). Each RSU represents a contingent right to one common share (F5).
  • Vesting/performance notes from the filing:
    • 2025‑1 PBRSUs: performance period Feb 28, 2025–Feb 28, 2028; if earned, vest Mar 15, 2028 (F10).
    • 2025‑2 PBRSUs: performance period May 15, 2025–May 21, 2028; if earned, vest May 21, 2030 (F11).
    • The filing also references matching 2026 RSUs from the Bonus Swap Program and multi‑year vesting schedules (F12, F13, F14).
  • Ownership after transaction: not specified in the provided excerpt.
  • Transaction code: A = Award/Grant/Acquisition (includes purchase under plan and RSU/PBRSU grants).

Context

  • The purchase was made using bonus compensation (the Bonus Swap Program), which is a common executive compensation mechanism and is generally seen as a personal investment rather than an open‑market buy signal (F1, F12).
  • The large RSU/PBRSU amounts are subject to time and/or performance vesting; they do not represent immediately tradable shares. For PBRSUs, final share delivery depends on meeting performance goals over multi‑year periods.
  • No sale of shares was reported here; this filing reflects a purchase plus long‑term incentive awards.

Insider Transaction Report

Form 4
Period: 2026-02-25
Restaurant Brands International Inc.QSR
Siddiqui Sami A.
Chief Financial Officer
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-02-25$68.81/sh+3,843$264,437→ 35,766.257 total
  • Award

    Restricted Share Units

    [F5][F12][F13]
    2026-02-25+14,411→ 14,411 total
    → Common Shares (14,411 underlying)
  • Award

    Performance Share Units

    [F14]
    2026-02-25+58,131→ 58,131 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (58,131 underlying)
Holdings

  • Common Shares

    [F3]
    (indirect: By Trust)
    235,228

  • Option (Right to Buy)

    [F4]
    Exercise: $55.55Exp: 2027-02-23→ Common Shares (80,000 underlying)
    80,000

  • Option (Right to Buy)

    [F4]
    Exercise: $66.31Exp: 2030-02-20→ Common Shares (20,000 underlying)
    20,000

  • Restricted Share Units

    [F5][F6]
    → Common Shares (2,459.78 underlying)
    2,459.78

  • Restricted Share Units

    [F5][F7]
    → Common Shares (7,469.033 underlying)
    7,469.033

  • Performance Share Units

    [F8]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (49,755.33 underlying)
    49,755.33

  • Restricted Share Units

    [F5][F9]
    → Common Shares (7,809.166 underlying)
    7,809.166

  • Performance Share Units

    [F10]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (71,587.129 underlying)
    71,587.129

  • Performance Share Units

    [F11]
    From: 2030-05-21Exp: 2030-05-21→ Common Shares (75,541.593 underlying)
    75,541.593
Footnotes (14)
  • [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 shares reported represent an award of performance based restricted share units ("2025-1 PBRSUs") granted to the Reporting Person. The 2025-1 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.
  • [F11]The shares reported represent an award of performance based restricted share units ("2025-2 PBRSUs") granted to the Reporting Person. The 2025-2 PBRSUs will have a performance period beginning May 15, 2025 and ending May 21, 2028 and to the extent earned will vest on May 21, 2030. 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.
  • [F12]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.
  • [F13]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.
  • [F14]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 shares are held by a revocable trust, of which the Reporting Person is the settlor and trustee for the benefit of the Reporting Person.
  • [F4]These options are fully vested and exercisable.
  • [F5]Each restricted share unit represents a contingent right to receive one common share.
  • [F6]These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
  • [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 Sami A. Siddiqui|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772231668.xmlPrimary

    FORM 4