STOCK TITAN

Axel Schwan (QSR) receives new share unit grants and holds large option stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Restaurant Brands International executive Axel Schwan, President of Tim Hortons US & Canada, reported multiple equity compensation awards rather than market trades. On April 2, 2026, he received several grants of restricted share units and performance share units, each convertible into an equal number of common shares.

Key awards include 492.1585, 550.7587 and 767.2684 performance share units that have performance periods running into 2027, 2028 and 2029 and, if earned, vest in March of those years. Following these awards, he also directly holds 197,481.9293 common shares and fully vested stock options over 40,000, 30,000 and 56,000 shares at exercise prices between $58.44 and $66.31.

Positive

  • None.

Negative

  • None.

Insights

Routine equity grants increase Schwan’s long-term QSR exposure without any share sales.

The Form 4 shows Axel Schwan receiving several grants of restricted and performance share units in 2026, all at a nominal grant price of $0.00. These are compensation awards, not open‑market purchases or sales, so they carry limited short‑term trading signal.

Performance share units of 492.1585, 550.7587 and 767.2684 units have performance periods ending on February 23, 2027, February 28, 2028 and February 25, 2029, with potential vesting on March 15, 2027, March 15, 2028 and March 15, 2029. Actual shares earned will vary with performance against stated conditions.

Schwan also holds fully vested options over 40,000, 30,000 and 56,000 common shares at exercise prices of $58.44, $64.75 and $66.31, expiring between 2028 and 2030. These positions, together with 197,481.9293 common shares held directly, indicate substantial ongoing equity exposure but no disposition in this filing.

Insider Schwan Axel
Role Pres., Tim Hortons US & Canada
Type Security Shares Price Value
Grant/Award Restricted Share Units 37.518 $0.00 --
Grant/Award Restricted Share Units 61.956 $0.00 --
Grant/Award Performance Share Units 492.159 $0.00 --
Grant/Award Restricted Share Units 81.332 $0.00 --
Grant/Award Performance Share Units 550.759 $0.00 --
Grant/Award Restricted Share Units 97.301 $0.00 --
Grant/Award Performance Share Units 767.268 $0.00 --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Option (Right to Buy) -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Restricted Share Units — 4,372.258 shares (Direct); Performance Share Units — 57,355.393 shares (Direct); Option (Right to Buy) — 40,000 shares (Direct); Common Shares — 197,481.929 shares (Direct)
Footnotes (1)
  1. These options are fully vested and exercisable. Each restricted share unit represents a contingent right to receive one common share. 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. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027. 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. 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. 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. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning 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. 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. 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.
Performance share units 2024 grant 492.1585 units Award with performance period to February 23, 2027; vests March 15, 2027 if earned
Performance share units 2025 grant 550.7587 units Award with performance period to February 28, 2028; vests March 15, 2028 if earned
Performance share units 2026 grant 767.2684 units Award with performance period to February 25, 2029; vests March 15, 2029 if earned
Common shares held 197,481.9293 shares Direct Restaurant Brands common share holdings after reported transactions
Stock option 2028 expiry 40,000 shares at $58.44 Fully vested option over common shares expiring February 22, 2028
Stock option 2029 expiry 30,000 shares at $64.75 Fully vested option over common shares expiring February 21, 2029
Stock option 2030 expiry 56,000 shares at $66.31 Fully vested option over common shares expiring February 20, 2030
Restricted Share Units financial
"Each restricted share unit represents a contingent right to receive one common share."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Performance Share Units financial
"The shares reported represent an award of performance based restricted share units ("2024 PBRSUs")."
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
dividend equivalent rights financial
"Represents dividend equivalent rights that accrued on the underlying award of restricted share units."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
performance period financial
"The 2024 PBRSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
PBRSUs financial
"The shares reported represent an award of performance based restricted share units ("2025 PBRSUs")."
fully vested and exercisable financial
"These options are fully vested and exercisable."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schwan Axel

(Last)(First)(Middle)
C/O RESTAURANT BRANDS INTERNATIONAL INC.
5707 WATERFORD DISTRICT DRIVE

(Street)
MIAMI FLORIDA 33126

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres., Tim Hortons US & Canada
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares197,481.9293D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy)$58.44 (1)02/22/2028Common Shares40,00040,000D
Option (Right to Buy)$64.75 (1)02/21/2029Common Shares30,00030,000D
Option (Right to Buy)$66.31 (1)02/20/2030Common Shares56,00056,000D
Restricted Share Units(2)04/02/2026A37.5177(3) (4) (4)Common Shares37.5177$04,372.2581D
Restricted Share Units(2)04/02/2026A61.9557(3) (5) (5)Common Shares61.9557$07,220.2251D
Performance Share Units(6)04/02/2026A492.1585(7)03/15/202703/15/2027Common Shares492.1585$057,355.393D
Restricted Share Units(2)04/02/2026A81.3316(3) (8) (8)Common Shares81.3316$09,478.2571D
Performance Share Units(9)04/02/2026A550.7587(7)03/15/202803/15/2028Common Shares550.7587$064,184.5687D
Restricted Share Units(2)04/02/2026A97.3009(3) (10) (10)Common Shares97.3009$011,339.3009D
Performance Share Units(11)04/02/2026A767.2684(7)03/15/202903/15/2029Common Shares767.2684$089,416.2684D
Explanation of Responses:
1. These options are fully vested and exercisable.
2. Each restricted share unit represents a contingent right to receive one common share.
3. 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.
4. These restricted share units vest in equal annual installments. The remaining vesting will occur on December 15, 2026.
5. These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2026 and December 15, 2027.
6. 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.
7. 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.
8. 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.
9. The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning 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.
10. 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.
11. 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.
Remarks:
/s/ David Wallace, as Attorney-in-Fact for Axel Schwan04/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Restaurant Brands (QSR) executive Axel Schwan report on this Form 4?

Axel Schwan reported receiving new equity compensation awards, not market trades. He was granted several restricted share units and performance share units on April 2, 2026, each representing a contingent right to receive one Restaurant Brands common share if vesting or performance conditions are met.

How many Restaurant Brands (QSR) common shares does Axel Schwan hold after these transactions?

After the reported awards, Axel Schwan directly holds 197,481.9293 Restaurant Brands common shares. This figure reflects his direct ownership position reported in the Form 4 and sits alongside his outstanding restricted share units, performance share units and stock options over additional common shares.

What performance share unit grants did Axel Schwan receive from Restaurant Brands (QSR)?

Schwan received performance share unit awards of 492.1585, 550.7587 and 767.2684 units. Each unit is tied to multi‑year performance periods ending in 2027, 2028 and 2029, and, if performance conditions are achieved, will generally vest on March 15 of the following year.

What stock options does Axel Schwan hold in Restaurant Brands (QSR)?

Schwan holds fully vested options over 40,000, 30,000 and 56,000 Restaurant Brands common shares. The exercise prices are $58.44, $64.75 and $66.31 per share, with expiration dates in 2028, 2029 and 2030, providing potential future purchase rights at these fixed prices.

Do the equity awards to Axel Schwan under this Form 4 involve any open-market buying or selling of QSR shares?

No, the Form 4 reflects equity compensation grants, not open-market trading. The transactions are coded as awards of restricted and performance share units with a $0.00 grant price, indicating they were issued by Restaurant Brands as part of compensation rather than purchased or sold in the market.