Restaurant Brands International Inc. · Other acquisition · Forward sale contract (obligation to sell)

What does this filing report?

An SEC Form 4 filing for Restaurant Brands International Inc. records an other acquisition involving Forward sale contract (obligation to sell) on November 13, 2025. The reported quantity was 17,626,570. The filing date is November 14, 2025. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Derivative terms

Underlying security

Common shares

Underlying quantity

17,626,570

Conversion / exercise price

Not reported

Exercise date

Not reported

Expiration date

Not reported

Filing footnotes & remarks

F1

Each Restaurant Brands International Limited Partnership ("RBI LP") exchangeable unit (the "exchangeable units") is convertible, at the Reporting Person's election, into common shares (the "common shares") of Restaurant Brands International Inc. ("RBI") or cash amount determined by reference to the weighted average trading price of RBI's common shares 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 RBI LP (subject to the consent of the RBI conflicts committee, in certain circumstances). This conversion right has no expiration date.

F2

3G Restaurant Brands Holdings General Partner Ltd. is the general partner of 3G Restaurant Brands Holdings LP ("3G RBH"). Accordingly, 3G Restaurant Brands Holdings General Partner Ltd. may be deemed to have voting and dispositive power with respect to the reported securities held by 3G RBH. 3G Restaurant Brands Holdings General Partner Ltd. disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

F3

Pursuant to the terms of the limited partnership agreement of RBI LP, 3G RBH delivered to RBI LP an exchange notice to exchange in aggregate 17,626,570 exchangeable units held by 3G RBH (the "November 2025 Exchange"). As announced by RBI on November 13, 2025, upon receipt of the exchange notice, RBI, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the November 2025 Exchange by issuing 17,626,570 common shares in exchange for 17,626,570 exchangeable units. The exchange notice became irrevocable on November 13, 2025 with respect to 17,626,570 exchangeable units. The November 2025 Exchange will be effected on or before December 3, 2025.

F4

On November 13, 2025, HL1 17 LP, an affiliate of 3G Restaurant Brands Holdings General Partner Ltd. ("HL1"), entered into a forward sale contract (the "Forward Contract") with an unaffiliated third party buyer, BofA Securities, Inc. The Forward Contract obligates HL1 to deliver to the buyer up to 17,626,570 common shares of RBI (the "Forward Shares") on the scheduled settlement date of December 3, 2025 or such earlier date as elected by HL1 in accordance with the terms of the Forward Contract. In exchange, HL1 will receive a cash payment based on a price per share of $68.72 multiplied by a factor of (1+ (an overnight bank funding rate minus a negotiated spread)) for each day that the Forward Contract is outstanding. Each Reporting Person disclaims all right, title and interest with respect to the Forward Contract transaction and nothing set forth herein shall be an admission that such Reporting Person has beneficial ownership of the Forward Shares or any transaction relating thereto.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.