SANTELMO THIAGO T 4

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

Research Summary

AI-generated summary of this filing

Updated Apr 6, 2026

Restaurant Brands (QSR) President Thiago Santelmo Receives Awards

What Happened
Thiago Santelmo (President, International) was granted multiple equity awards on April 2, 2026 totaling 1,269.137 units (reported as derivative awards, acquisition code "A"). Each grant was reported at a $0.00 purchase price because these are restricted share units / performance-based restricted share units (RSUs / PBRSUs) that confer a contingent right to receive common shares in the future if vesting and/or performance conditions are met.

The reported individual grants were: 18.926, 26.229, 265.028, 48.022, 357.990, 137.859 and 415.083 units (total 1,269.137). No cash changed hands at grant; value will depend on RBI’s share price when/if the awards settle.

Key Details

Transaction date: April 2, 2026; Form 4 filed April 6, 2026 (within the usual two-business-day filing window).
Transaction type/code: A = Award/Grant (derivative awards; not open-market purchases/sales).
Total units granted: 1,269.137 RSU/PBRSU units; price reported $0.00 (no purchase cost at grant).
Shares owned after transaction: Not provided in the excerpt you shared.
Notable award terms (from filing footnotes):
- Several awards are performance-based RSUs (PBRSUs) with multi-year performance periods (e.g., 2024, 2025, 2026 PBRSUs) that vest only if performance goals are met and then generally settle on specified future vesting dates (examples: March 15, 2027/2028/2029).
- Other awards are time-based RSUs that vest in equal annual installments (vesting dates include December 15 of 2026–2029 for some grants).
- Some awards include dividend-equivalent rights that accrue and vest proportionately with the underlying units.
- The filing notes that certain partnership exchangeable units may be convertible into common shares or cash under the partnership agreement (see footnote F1).

Context

These grants are compensation awards (not purchases or sales) and are common for senior executives; they indicate continued compensation rather than an immediate buy or sell signal.
Performance-based awards (PBRSUs) depend on future performance metrics and only convert to shares if targets are met, often after a multi-year performance period.
Because these are derivative awards (contingent RSUs/PBRSUs), there is no immediate change in market exposure until/if the awards vest and settle.

Insider Transaction Report

Form 4

Period: 2026-04-02

Restaurant Brands International Inc.QSR

SANTELMO THIAGO T

President, International

Transactions

Award
Restricted Share Units
[F3][F4][F5]
2026-04-02+18.926→ 2,205.643 total
→ Common Shares (18.926 underlying)
Award
Restricted Share Units
[F3][F4][F6]
2026-04-02+26.229→ 3,056.706 total
→ Common Shares (26.229 underlying)
Award
Performance Share Units
[F7][F8]
2026-04-02+265.028→ 30,885.918 total
From: 2027-03-15Exp: 2027-03-15→ Common Shares (265.028 underlying)
Award
Restricted Share Units
[F3][F4][F9]
2026-04-02+48.022→ 5,596.366 total
→ Common Shares (48.022 underlying)
Award
Performance Share Units
[F10][F8]
2026-04-02+357.99→ 41,719.604 total
From: 2028-03-15Exp: 2028-03-15→ Common Shares (357.99 underlying)
Award
Restricted Share Units
[F3][F4][F11]
2026-04-02+137.859→ 16,065.859 total
→ Common Shares (137.859 underlying)
Award
Performance Share Units
[F12][F8]
2026-04-02+415.083→ 48,373.083 total
From: 2029-03-15Exp: 2029-03-15→ Common Shares (415.083 underlying)

Holdings

Common Shares
78,667.731
Exchangeable Units
[F1]
→ Common Shares (205 underlying)
205
Option (Right to Buy)
[F2]
Exercise: $58.44Exp: 2028-02-22→ Common Shares (10,000 underlying)
10,000
Option (Right to Buy)
[F2]
Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying)
30,000
Option (Right to Buy)
[F2]
Exercise: $66.31Exp: 2030-02-20→ Common Shares (7,500 underlying)
7,500

Footnotes (12)

[F1]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.
[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]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.
[F12]The shares reported represent an award of performance based restricted shares 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]These options are fully vested and exercisable.
[F3]Each restricted share unit represents a contingent right to receive one common share.
[F4]Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
[F5]These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
[F6]These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
[F7]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.
[F8]Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the performance based restricted share units to which they relate.
[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|2026-04-06

Documents

1 file

4
wk-form4_1775519228.xmlPrimary
FORM 4