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Restaurant Brands International Inc.·4

Mar 18, 5:11 PM ET

SANTELMO THIAGO T 4

4 · Restaurant Brands International Inc. · Filed Mar 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Restaurant Brands (QSR) President Santelmo Exercises Options, Sells Shares

What Happened

  • Santelmo Thiago T, President, International of Restaurant Brands International (QSR), exercised/conversion of a derivative to acquire 10,000 shares at $55.55 per share (total cost $555,500) on 2026-03-17 and sold 10,000 shares in an open-market transaction the same day at a weighted average price of $75.41 per share (total proceeds $754,147). The filing also reports a separate derivative disposition of 10,000 shares at $0.00 (reported as a derivative disposal).
  • The exercise plus sale resulted in realized proceeds exceeding exercise cost by about $198,647 (pre-tax). These transactions appear consistent with an exercise followed by an immediate sale (cashless-style disposition), a common executive liquidity event.

Key Details

  • Transaction date: 2026-03-17; Form 4 filed 2026-03-18 (timely).
  • Exercise/acquisition: 10,000 shares @ $55.55 = $555,500.
  • Open-market sale: 10,000 shares @ weighted avg $75.41 = $754,147 (prices ranged $75.30–$75.475; see footnote F1).
  • Derivative disposition: 10,000 shares reported disposed at $0.00 (derivative).
  • Shares owned after transaction: Not specified on this Form 4.
  • Notable footnotes: F1 explains the sale price range and availability of per-price details; filing includes additional footnotes about various RSU/PBRSU awards and vesting schedules (F4–F11) describing other holdings/awards.
  • Filing timeliness: Period of report 2026-03-17 and filed 2026-03-18 — no late filing indicated.

Context

  • For retail investors: exercising and immediately selling the same (or similar) number of shares is often a routine liquidity event (cashless exercise) rather than a pure purchase signal. Purchases are generally more bullish signals; here the insider realized cash proceeds after exercising a derivative-based award.

Insider Transaction Report

Form 4
Period: 2026-03-17
Restaurant Brands International Inc.QSR
SANTELMO THIAGO T
President, International
Transactions
  • Exercise/Conversion

    Common Shares

    2026-03-17$55.55/sh+10,000$555,500→ 88,559.731 total
  • Sale

    Common Shares

    [F1]
    2026-03-17$75.41/sh−10,000$754,147→ 78,559.731 total
  • Exercise/Conversion

    Option (Right to Buy)

    [F3]
    2026-03-17−10,000→ 0 total
    Exercise: $55.55Exp: 2027-02-23→ Common Shares (10,000 underlying)
Holdings

  • Exchangeable Units

    [F2]
    → Common Shares (205 underlying)
    205

  • Option (Right to Buy)

    [F3]
    Exercise: $58.44Exp: 2028-02-22→ Common Shares (10,000 underlying)
    10,000

  • Option (Right to Buy)

    [F3]
    Exercise: $64.75Exp: 2029-02-21→ Common Shares (30,000 underlying)
    30,000

  • Option (Right to Buy)

    [F3]
    Exercise: $66.31Exp: 2030-02-20→ Common Shares (7,500 underlying)
    7,500

  • Restricted Share Units

    [F4][F5]
    → Common Shares (2,186.717 underlying)
    2,186.717

  • Restricted Share Units

    [F4][F6]
    → Common Shares (3,030.477 underlying)
    3,030.477

  • Performance Share Units

    [F7]
    From: 2027-03-15Exp: 2027-03-15→ Common Shares (30,620.89 underlying)
    30,620.89

  • Restricted Share Units

    [F4][F8]
    → Common Shares (5,548.345 underlying)
    5,548.345

  • Performance Share Units

    [F9]
    From: 2028-03-15Exp: 2028-03-15→ Common Shares (41,361.614 underlying)
    41,361.614

  • Restricted Share Units

    [F4][F10]
    → Common Shares (15,553 underlying)
    15,553

  • Performance Share Units

    [F11]
    From: 2029-03-15Exp: 2029-03-15→ Common Shares (47,958 underlying)
    47,958
Footnotes (11)
  • [F1]Represents the weighted average price of the shares sold. The prices of the shares sold pursuant to the transaction range from $75.30 to $75.475 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
  • [F10]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.
  • [F11]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]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.
  • [F3]These options are fully vested and exercisable.
  • [F4]Each restricted share unit represents a contingent right to receive one common share.
  • [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]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.
  • [F9]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.
Signature
/s/ David Wallace, as Attorney-in-Fact for Thiago T. Santelmo|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773868292.xmlPrimary

    FORM 4