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Restaurant Brands International Inc.·4/A

Apr 6, 7:43 PM ET

SANTELMO THIAGO T 4/A

4/A · Restaurant Brands International Inc. · Filed Apr 6, 2026

Research Summary

AI-generated summary of this filing

Updated

QSR President Thiago Santelmo Buys 4,601 Shares & Receives RSUs

What Happened

  • Thiago T. Santelmo, President, International of Restaurant Brands International (QSR), purchased 4,601 common shares on February 25, 2026 at $68.81 per share for a cash cost of $316,595. In addition, he was granted a total of 63,886 restricted share units (RSUs and performance-based RSUs) on the same date as part of the company's bonus-swap/award program.
  • The cash purchase was made pursuant to the issuer’s 2025 Bonus Swap Program (under the 2023 Omnibus Incentive Plan) using 50% of his 2025 net bonus to buy “Investment Shares.” The RSUs and PBRSUs are awards/derivative grants (reported at $0 per share) that vest according to scheduled and/or performance-based conditions.

Key Details

  • Transaction date: February 25, 2026 (Form 4/A filed April 6, 2026 to amend prior reporting).
  • Purchase: 4,601 common shares at $68.81 each; total cash paid $316,595. The purchase price was based on the Feb 24, 2026 NYSE closing price per the plan.
  • Awards: 15,928 RSUs and 47,958 performance-based RSUs (total 63,886 RSU/PBRSU units) reported as derivative grants (no cash price).
  • Vesting/performance timing:
    • Certain RSUs vest in equal annual installments with remaining vest dates on Dec 15 of 2026–2029 (per footnotes).
    • 2025 PBRSUs: performance period Feb 28, 2025–Feb 28, 2028; if earned, vest Mar 15, 2028.
    • 2026 PBRSUs: performance period Feb 25, 2026–Feb 25, 2029; if earned, vest Mar 15, 2029.
  • Forfeiture clause: Under the 2026 RSU matching program, if the Reporting Person sells any Investment Shares, he will forfeit unvested 2026 RSUs.
  • Amendments/corrections: This is a Form 4/A correcting previously reported amounts — an additional 108 common shares purchased and an additional 375 RSUs were added due to administrative errors.
  • Shares owned after transaction: Not specified in the provided filing excerpts.

Context

  • RSUs/PBRSUs are contingent awards that convert to common shares only if vesting and (for PBRSUs) performance conditions are met; they are not immediate open-market purchases.
  • The cash purchase of shares is a direct insider buy (often viewed as a positive signal by some investors), while the RSUs and PBRSUs are compensation awards tied to service and performance.
  • This filing is an amended Form 4 correcting prior reporting errors; review the full SEC filing for precise post-transaction holdings and any additional disclosures.

Insider Transaction Report

Form 4/AAmended
Period: 2026-02-25
Restaurant Brands International Inc.QSR
SANTELMO THIAGO T
President, International
Transactions
  • Award

    Common Shares

    [F1][F2][F3]
    2026-02-25$68.81/sh+4,601$316,595→ 78,667.731 total
  • Award

    Restricted Share Units

    [F6][F12][F13][F14]
    2026-02-25+15,928→ 15,928 total
    → Common Shares (15,928 underlying)
  • Award

    Performance Share Units

    [F15]
    2026-02-25+47,958→ 47,958 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (47,958 underlying)
Holdings

  • Exchangeable Units

    [F4]
    → Common Shares (205 underlying)
    205

  • Option (Right to Buy)

    [F5]
    Exercise: $55.55Exp: 2027-02-23→ Common Shares (10,000 underlying)
    10,000

  • Option (Right to Buy)

    [F5]
    Exercise: $58.44Exp: 2028-02-22→ Common Shares (10,000 underlying)
    10,000

  • Option (Right to Buy)

    [F5]
    Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying)
    30,000

  • Option (Right to Buy)

    [F5]
    Exercise: $66.31Exp: 2030-02-20→ Common Shares (7,500 underlying)
    7,500

  • Restricted Share Units

    [F6][F7]
    → Common Shares (2,186.717 underlying)
    2,186.717

  • Restricted Share Units

    [F6][F8]
    → Common Shares (3,030.477 underlying)
    3,030.477

  • Performance Share Units

    [F9]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (30,620.89 underlying)
    30,620.89

  • Restricted Share Units

    [F6][F10]
    → Common Shares (5,548.345 underlying)
    5,548.345

  • Performance Share Units

    [F11]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (41,361.614 underlying)
    41,361.614
Footnotes (15)
  • [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]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 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 $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.
  • [F13]This Form 4/A is being filed to correct the amount of RSUs awarded on February 25, 2026. The number as originally reported excluded an additional 375 RSUs awarded due to an administrative error.
  • [F14]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.
  • [F15]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]This Form 4/A is being filed to correct the amount of Common Shares purchased on February 25, 2026. The number as originally reported excluded an additional 108 Common Shares purchased due to an administrative error.
  • [F3]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.
  • [F4]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.
  • [F5]These options are fully vested and exercisable.
  • [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 Thiago T. Santelmo|2026-04-06

Documents

1 file
  • 4
    wk-form4a_1775519007.xml

    FORM 4/A