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Restaurant Brands International Inc.·4

Jul 8, 8:00 PM ET

SANTELMO THIAGO T 4

4 · Restaurant Brands International Inc. · Filed Jul 9, 2026

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) President Thiago Santelmo Receives Awards

What Happened
Thiago Santelmo, President, International of Restaurant Brands International (QSR), was granted a total of 1,312.451 derivative awards on July 7, 2026. The grants are reported as restricted share units (RSUs) and performance-based restricted share units (PBRSUs) with a reported acquisition price of $0.00 (compensation awards, not open-market purchases or sales).

Key Details

  • Transaction date: July 7, 2026; Form 4 filed July 9, 2026 (timely filing).
  • Total awarded: 1,312.451 units across seven awards (individual amounts: 19.572; 27.124; 274.073; 49.661; 370.208; 142.564; 429.249). Reported price per unit: $0.00.
  • Award types: mix of performance-based RSUs (PBRSUs) and time-based RSUs plus accrued dividend-equivalent rights (derivative awards that convert to common shares if/when vested/earned).
  • Vesting and performance periods (selected footnote details):
    • 2024 PBRSUs: performance period Feb 23, 2024–Feb 23, 2027; vesting (if earned) on Mar 15, 2027.
    • 2025 PBRSUs: performance period Feb 28, 2025–Feb 28, 2028; vesting (if earned) on Mar 15, 2028.
    • 2026 PBRSUs: performance period Feb 25, 2026–Feb 25, 2029; vesting (if earned) on Mar 15, 2029.
    • Several time-based RSUs vest in equal annual installments (remaining vest dates include Dec 15 of 2026–2029, depending on the award).
  • Dividend equivalents accrue and vest proportionately with the related RSUs/PBRSUs.
  • Exchangeable unit note: certain exchangeable units are convertible into common shares (or cash in limited circumstances) at the holder’s election under specified terms.
  • Shares owned after the transaction: not specified in the provided filing excerpt.

Context
These awards are compensation grants (derivative RSUs/PBRSUs) that give a contingent right to receive common shares if vesting/performance conditions are met; they are not purchases or sales and therefore do not directly signal buying or selling intent. For PBRSUs, the final share payout can increase or decrease based on performance results at the end of the performance period. Retail investors typically view purchases as the clearest bullish signal; awards primarily reflect company compensation practices and retention/incentive alignment.

Insider Transaction Report

Form 4
Period: 2026-07-07
Restaurant Brands International Inc.QSR
SANTELMO THIAGO T
President, International
Transactions
  • Award

    Restricted Share Units

    [F3][F4][F5]
    2026-07-07+19.572→ 2,225.215 total
    → Common Shares (19.572 underlying)
  • Award

    Restricted Share Units

    [F3][F4][F6]
    2026-07-07+27.124→ 3,083.83 total
    → Common Shares (27.124 underlying)
  • Award

    Performance Share Units

    [F7][F8]
    2026-07-07+274.073→ 31,159.991 total
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (274.073 underlying)
  • Award

    Restricted Share Units

    [F3][F4][F9]
    2026-07-07+49.661→ 5,646.027 total
    → Common Shares (49.661 underlying)
  • Award

    Performance Share Units

    [F10][F8]
    2026-07-07+370.208→ 42,089.812 total
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (370.208 underlying)
  • Award

    Restricted Share Units

    [F3][F4][F11]
    2026-07-07+142.564→ 16,208.423 total
    → Common Shares (142.564 underlying)
  • Award

    Performance Share Units

    [F12][F8]
    2026-07-07+429.249→ 48,802.332 total
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (429.249 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 Limited 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 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]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|2026-07-09

Documents

1 file
  • 4
    wk-form4_1783640533.xmlPrimary

    FORM 4