Housman Jeffrey 4

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.