Fulton Duncan 4

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).