Housman Jeffrey 4
4 · Restaurant Brands International Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Restaurant Brands (QSR) CPO Jeffrey Housman Buys Shares, Receives RSU/PBRSU Awards
What Happened
- Jeffrey Housman, Chief People & Services Officer of Restaurant Brands International (QSR), acquired 2,115 common shares on Feb 25, 2026 by using part of his 2025 bonus and received two awards of restricted share units (7,934 RSUs and 36,331 performance-based RSUs). He paid $68.81 per share for the 2,115 Investment Shares (total cash outlay $145,533). The RSUs and PBRSUs were granted as part of the company's 2025 Bonus Swap Program under the 2023 Omnibus Incentive Plan (transaction code A = award/acquisition).
Key Details
- Transaction date: February 25, 2026 (Form 4 filed Feb 27, 2026 — timely filing).
- Purchase: 2,115 Investment Shares at $68.81 each (total $145,533). Purchase price based on NYSE closing price on Feb 24, 2026.
- Grants: 7,934 restricted share units (2026 RSUs) and 36,331 performance-based restricted share units (2026 PBRSUs); both reported at $0 (derivative awards).
- Vesting:
- 2026 RSUs: vest in equal annual installments on Dec 15, 2026; Dec 15, 2027; Dec 15, 2028; and Dec 15, 2029.
- 2026 PBRSUs: performance period Feb 25, 2026–Feb 25, 2029; if earned, vest on March 15, 2029 and may increase/decrease based on performance results.
- Matching/conditions: The 2026 RSUs were a matching award tied to using 50% of his 2025 net bonus to buy Investment Shares; RSU multiplier was 2.25 for his level. If he sells any Investment Shares, unvested 2026 RSUs will be forfeited.
- Shares owned after transaction: not specified in the filing.
- Filing timeliness: filed within the standard Form 4 window (no late filing flag).
Context
- The cash purchase of 2,115 shares is a direct buy (a bullish signal in that the insider invested personal cash), while the RSUs/PBRSUs are compensation awards common for senior executives and subject to time- and/or performance-based vesting. PBRSUs are conditional — the final number of shares delivered will depend on future performance outcomes.
Insider Transaction Report
Form 4
Housman Jeffrey
See Remarks
Transactions
- Award
Common Shares
[F1][F2]2026-02-25$68.81/sh+2,115$145,533→ 162,076.925 total - Award
Restricted Share Units
[F5][F11][F12]2026-02-25+7,934→ 7,934 total→ Common Shares (7,934 underlying) - Award
Performance Share Units
[F13]2026-02-25+36,331→ 36,331 totalFrom: 2029-03-15Exp: 2029-03-15→ Common Shares (36,331 underlying)
Holdings
- 431
Exchangeable Units
[F3]→ Common Shares (431 underlying) - 20,000
Option (Right to Buy)
[F4]Exercise: $55.55Exp: 2027-02-24→ Common Shares (20,000 underlying) - 30,000
Option (Right to Buy)
[F4]Exercise: $58.44Exp: 2028-02-23→ Common Shares (30,000 underlying) - 20,000
Option (Right to Buy)
[F4]Exercise: $66.31Exp: 2030-02-21→ Common Shares (20,000 underlying) - 2,580.282
Restricted Share Units
[F5][F6]→ Common Shares (2,580.282 underlying) - 5,322.623
Restricted Share Units
[F5][F7]→ Common Shares (5,322.623 underlying) - 28,431.617
Performance Share Units
[F8]From: 2027-03-15Exp: 2027-03-15→ Common Shares (28,431.617 underlying) - 5,666.571
Restricted Share Units
[F5][F9]→ Common Shares (5,666.571 underlying) - 34,202.693
Performance Share Units
[F10]From: 2028-03-15Exp: 2028-03-15→ Common Shares (34,202.693 underlying)
Footnotes (13)
- [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 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.
- [F11]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.
- [F12]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.
- [F13]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]Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
- [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 Jeffrey Housman|2026-02-27