November 13, 2025 · Form 4 insider transaction
3G Restaurant Brands Holdings General Partner Ltd. bought 17,626,570 shares of Restaurant Brands International Inc., a transaction worth N/A. The trade was recorded as conversion of a derivative and disclosed on an SEC Form 4, filed 1 day after the transaction.
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.; 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.; 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.