SANTELMO THIAGO T 4
4 · Restaurant Brands International Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Restaurant Brands (QSR) President Thiago Santelmo Acquires Shares & RSU Awards
What Happened
Thiago Santelmo, President, International of Restaurant Brands International (QSR), acquired 4,493 common shares on Feb 25, 2026 for $68.81 each (total ~$309,163) and was granted two types of restricted share unit awards totaling 63,511 derivative units (15,553 performance‑based RSUs and 47,958 time/matching RSUs). The cash purchase came from his election under the company's 2025 Bonus Swap Program; the other items are awards/conditional rights (transaction code A).
Key Details
- Transaction date: February 25, 2026; Form 4 filed Feb 27, 2026 (timely filing).
- Purchased shares: 4,493 common shares at $68.81/share = $309,163 (purchase price set using NYSE price on Feb 24, 2026).
- Awards received (derivatives): 15,553 2025 PBRSUs (performance‑based; performance period 2/28/2025–2/28/2028; if earned will vest 3/15/2028) and 47,958 2026 RSUs (matching award under the Bonus Swap Program).
- Vesting/conditions: The 2026 RSUs vest in equal annual installments (remaining vest dates include Dec 15 of 2026–2029). The 2025 PBRSUs are performance‑based and will vest only to the extent earned. Per the filing, if Santelmo sells any of the purchased Investment Shares, he will forfeit any unvested 2026 RSUs.
- Derivative note: Each restricted share unit represents a contingent right to one common share (i.e., not yet issued shares).
- Filing timeliness: No late filing flag; Form 4 was filed two days after the reported transaction date.
Context
- This transaction is a purchase plus compensatory awards, not a sale — purchases and matched RSU grants are often viewed as an alignment of executive pay with company stock but are common under bonus/compensation programs.
- Performance‑based RSUs depend on future metrics and may increase or decrease in payout; time‑based RSUs vest over multiple years.
- The filing is factual and does not state any intent; retail investors should treat these as insider compensation and ownership changes, not direct endorsements of near‑term stock moves.
Insider Transaction Report
Form 4
SANTELMO THIAGO T
President, International
Transactions
- Award
Common Shares
[F1][F2]2026-02-25$68.81/sh+4,493$309,163→ 78,559.731 total - Award
Restricted Share Units
[F5][F11][F12]2026-02-25+15,553→ 15,553 total→ Common Shares (15,553 underlying) - Award
Performance Share Units
[F13]2026-02-25+47,958→ 47,958 totalFrom: 2029-03-15Exp: 2029-03-15→ Common Shares (47,958 underlying)
Holdings
- 205
Exchangeable Units
[F3]→ Common Shares (205 underlying) - 10,000
Option (Right to Buy)
[F4]Exercise: $55.55Exp: 2027-02-23→ Common Shares (10,000 underlying) - 10,000
Option (Right to Buy)
[F4]Exercise: $58.44Exp: 2028-02-22→ Common Shares (10,000 underlying) - 30,000
Option (Right to Buy)
[F4]Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying) - 7,500
Option (Right to Buy)
[F4]Exercise: $66.31Exp: 2030-02-20→ Common Shares (7,500 underlying) - 2,186.717
Restricted Share Units
[F5][F6]→ Common Shares (2,186.717 underlying) - 3,030.477
Restricted Share Units
[F5][F7]→ Common Shares (3,030.477 underlying) - 30,620.89
Performance Share Units
[F8]From: 2027-03-15Exp: 2027-03-15→ Common Shares (30,620.89 underlying) - 5,548.345
Restricted Share Units
[F5][F9]→ Common Shares (5,548.345 underlying) - 41,361.614
Performance Share Units
[F10]From: 2028-03-15Exp: 2028-03-15→ Common Shares (41,361.614 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 have a performance period beginning on 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 share 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 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 Thiago T. Santelmo|2026-02-27