SANTELMO THIAGO T 4

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.