SANTELMO THIAGO T 4/A

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.