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Restaurant Brands International Inc.·4

Feb 27, 5:34 PM ET

Fulton Duncan 4

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

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) CCO Fulton Duncan Buys Shares & Receives RSUs

What Happened

  • Fulton Duncan, Chief Corporate Officer of Restaurant Brands International (QSR), purchased 1,540 common shares on Feb 25, 2026 for $68.78 each (total $105,921) through the company's 2025 Bonus Swap Program.
  • On the same date he was granted derivative awards totaling 28,726 restricted share units (6,932 RSUs and 21,794 performance-based RSUs) with future vesting subject to schedules and performance conditions.

Key Details

  • Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (timely filing).
  • Cash purchase: 1,540 shares at $68.78 each — $105,921 total (purchase price reported in USD; based on CAD$94.29/share converted using Bank of Canada rate).
  • Awards: 6,932 RSUs (time-based) and 21,794 PBRSUs (performance-based); both reported at $0.00 per share because they are derivative awards.
  • Vesting and performance: PBRSUs have multi-year performance periods (e.g., 2025 PBRSUs: Feb 28, 2025–Feb 28, 2028; 2026 PBRSUs: Feb 25, 2026–Feb 25, 2029) and vest only if performance conditions are met. Some RSUs vest in equal annual installments (remaining vest dates include Dec 15 of 2026–2029 and PBRSUs vest on March 15 of 2028/2029 depending on grant).
  • Program mechanics: The purchase used 50% of his 2025 net bonus to buy Investment Shares at CAD$94.29; he received a matching RSU grant equal to 50% of his gross bonus times an RSU multiplier (2.25 for his level). If he sells any Investment Shares, unvested 2026 RSUs may be forfeited.
  • Shares owned after transaction: Not specified in the provided excerpt.

Context

  • This was a purchase combined with equity awards via the company’s Bonus Swap Program — common for executives converting cash bonuses into shares and receiving matching RSUs. Purchases can be viewed as a stronger direct ownership signal than awards alone, though awards are subject to vesting and performance conditions.
  • RSUs/PBRSUs are contingent rights to future shares (not immediate shares) and will only become actual shares if/when they vest (and, for PBRSUs, if performance targets are met).

Insider Transaction Report

Form 4
Period: 2026-02-25
Restaurant Brands International Inc.QSR
Fulton Duncan
Chief Corporate Officer
Transactions
  • Award

    Common Shares

    [F1][F2]
    2026-02-25$68.78/sh+1,540$105,921→ 51,216.917 total
  • Award

    Restricted Share Units

    [F6][F12][F13]
    2026-02-25+6,932→ 6,932 total
    → Common Shares (6,932 underlying)
  • Award

    Performance Share Units

    [F14]
    2026-02-25+21,794→ 21,794 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (21,794 underlying)
Holdings

  • Option (Right to Buy)

    [F3][F4]
    Exercise: $63.64Exp: 2028-08-03→ Common Shares (60,000 underlying)
    60,000

  • Option (Right to Buy)

    [F5][F4]
    Exercise: $66.31Exp: 2030-02-21→ Common Shares (15,000 underlying)
    15,000

  • Restricted Share Units

    [F6][F7]
    → Common Shares (2,456.915 underlying)
    2,456.915

  • Restricted Share Units

    [F6][F8]
    → Common Shares (5,149.022 underlying)
    5,149.022

  • Performance Share Units

    [F9]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (21,257.401 underlying)
    21,257.401

  • Restricted Share Units

    [F6][F10]
    → Common Shares (4,877.326 underlying)
    4,877.326

  • Performance Share Units

    [F11]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (23,865.91 underlying)
    23,865.91
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 CAD$94.29 per share ("Investment Shares"). The purchase price was converted into its U.S. Dollar equivalent using the Bank of Canada daily exchange rate on February 24, 2026.
  • [F10]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.
  • [F11]The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs have a performance period beginning on February 28, 2025 and ending on 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.
  • [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 CAD$94.29 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 Toronto Stock Exchange on the trading day immediately preceding the grant date, in this case February 24, 2026.
  • [F3]The options were issued with an exercise price of CAD $82.81. The reported exercise price represents the U.S. dollar equivalent on the grant date.
  • [F4]These options are fully vested and exercisable.
  • [F5]The options were issued with an exercise price of CAD $88.03. The reported exercise price represents the U.S. dollar equivalent on the grant date.
  • [F6]Each restricted share unit represents a contingent right to receive one common share.
  • [F7]These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
  • [F8]These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
  • [F9]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.
Signature
/s/ David Wallace, as Attorney-in-Fact for Duncan Fulton|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772231658.xmlPrimary

    FORM 4