DEF 14A of Restaurant Brands International Inc., Apr 23, 2026

DEF 14A of Restaurant Brands International Inc.

Filed Apr 23, 2026 · FY20250001193125-26-171760

Open on EDGAR

  1. 10 director nominees

    10 director nominees

  2. elected by majority vote

    elected by majority vote SAY ON EXECUTIVE COMPENSATION:

  3. Support our pay for

    Support our pay for

  4. performance practices

    performance practices APPOINTMENT OF AUDITORS:

  5. Recommended by the Board

    Recommended by the Board

  6. and approved by shareholders

    and approved by shareholders

  7. and approved by shareholders

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 1 |

  8. and approved by shareholders

    Our by-laws provide that our Board of Directors (the “Board”) be comprised of between 3 and 15 members, with the Board determining the specific number in its discretion. We currently have 10 members of the Board who have a varied set of perspectives, backgrounds, and experiences. We believe our proposed board size and composition is appropriate and allows effective committee organization and the facilitation of efficient meetings and decision-making. In connection with its periodic review of board composition, the NCG Committee evaluates the skills, experience, and qualifications represented on the Board and considers whether inviting a new director to join the Board would enhance the Board’s overall effectiveness. This year, following that review, the NCG Committee resolved to recommend the nomination of a new director candidate: Marcia Smith. The NCG Committee’s recommendation is based on Ms. Smith’s senior leadership experience and her corporate social responsibility, governance, government relations and regulatory expertise, which the NCG Committee believes would provide complementary skills to the Board. Therefore, based on the recommendation of the NCG Committee, our Board has nominated Ms. Smith, together with returning director-nominees Messrs. Behring, de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat and Sweeney, to be elected to serve on the Board until the close of the 2027 Annual Meeting of Shareholders or until his or her respective successor has been elected or appointed. Our Board currently has an Executive Chair, Patrick Doyle, and a Lead Independent Director, Ali Hedayat. Mr. Doyle joined RBI as Executive Chairman, an officer position, in November 2022 and was appointed Executive Chair of the Board in January 2023. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Hedayat has served as Lead Independent Director since June 2023 and as a director since 2016. Mr. Hedayat works closely with Mr. Doyle to provide an informed, independent perspective to all matters of the Board. Our by-laws provide that at least 25% of the directors shall be resident Canadians, as required by the Canada Business Corporations Act (the “CBCA”). Messrs. Hedayat and Melbourne, and Mses. Smith and Sweeney are each a resident Canadian as defined by the CBCA. As we discuss under “Corporate Governance—Board Independence” on page 16 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that all of our director nominees, except Mr. Doyle, qualify as “independent” directors under applicable U.S. and Canadian securities laws and the listing standards of the NYSE. In accordance with the CBCA, a director nominee will be elected only if the number of votes cast in the director nominee’s favor represents a majority of the votes cast for and against them, subject to certain exceptions. See “Corporate Governance—Election of Directors—Majority Voting” beginning page 17 of this proxy statement. Each of the above listed director nominees has consented to serve as a director if elected, and each director elected will be to serve a one-year term. Please see the next page for more information on our director nominees. The Board recommends a vote “FOR” each of the director nominees.

  9. and approved by shareholders

    | Page 2 | | | 2026 Proxy Statement | Restaurant Brands International |

  10. Director Nominees

    Director Nominees We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Further, it is our view that our director nominees complement each other as a group. Each director nominee’s principal occupation and other pertinent information about particular experiences, qualifications, attributes, and skills that led the NCG Committee and the Board to conclude that such person should serve as a director, appears on the following pages.

  11. Director Nominees

    | Alexandre Behring | | | Independent Committees: Compensation (Chair) Nominating and Corporate Governance (Chair) Our director since: December 2014 (Chair from December 2014 to January 2019 and as Co-Chair from January 2019 to January 2023) | Qualifications: The Board nominated Mr. Behring due to his experience in executive roles at private equity firms and as CEO for a large railroad and logistics company as well as his experience as Chair of the Boards of RBI and its predecessor as well as the Kraft Heinz Company. In addition, the Board considered his knowledge of strategy and business development, finance, risk assessment, logistics and leadership development. At our 2025 annual meeting, he received 92.4% votes in favor of his re-election. Business Experience: Mr. Behring is a Founding Partner and has been Managing Partner (now Co-Managing Partner) and a Board Member of 3G Capital Partners LP, a global investment firm (“3G Capital”), since 2004. Following the acquisition of Burger King Holdings, Inc. by 3G Capital, he served on the board of Burger King Worldwide, Inc. (“BKW”) and its predecessor as chairman from October 2010 until December 2014. Mr. Behring served as Chairman of the Kraft Heinz Company from July 2015 to May 2022. Since 2022 he has served as a director of Hunter Douglas Group, a global leader in the window coverings industry, and since 2025 he has served as a director of Skechers, a leading global footwear company. Mr. Behring also served as a director of Anheuser-Busch InBev, a global brewer, from March 2014 until March 2019. Previously, Mr. Behring spent ten years at GP Investimentos, one of Latin America’s premier private equity firms, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 until 2004, as Chief Executive Officer of America Latina Logistica (“ALL”), one of Latin America’s largest railroad and logistics companies. He also served as a director of ALL until December 2011. Mr. Behring is 59 years old and resides in Milan, Italy. Other U.S. Public Company Board Service Within Last Five Years: Current: None. Within Last Five Years: Kraft Heinz Company (July 2015 – May 2022). |

  12. Director Nominees

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 3 |

  13. Director Nominees

    | Maximilien de Limburg Stirum | | | Independent Committees: Audit Conflicts Our director since: June 2020 | Qualifications: The Board nominated Mr. de Limburg Stirum due to his experience in executive roles at private investment firms and his experience in the quick service restaurant industry. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into corporate governance, accounting, and mergers and acquisitions, with specific geographic expertise for Europe. At our 2025 annual meeting, he received 99.7% votes in favor of his re-election. Business Experience: Mr. de Limburg Stirum has served as the Executive Chairman of Société Familiale d’Investissements (“SFI”), an investment holding company, since May 2012 and as Chief Executive Officer and a director of Denarius S.A., a private investment advisor to SFI. Prior to that, he served as Chief Investment Officer of Compagnie Nationale à Portefeuille, an investment firm, from January 1995 to December 2011. Mr. de Limburg Stirum has served as a director on a number of private company boards. He previously served as a director and audit committee member of Forest and Biomass Holding, an agricultural crops, biomass and timber production company, from May 2015 to December 2018, of Quick Restaurants S.A., a quick service restaurant company in Belgium and of Groupe Flo, a restaurant company in France. Mr. de Limburg Stirum is 54 years old and resides in Brussels, Belgium. Other U.S. Public Company Board Service Within Last Five Years: None. |

  14. Director Nominees

    | Page 4 | | | 2026 Proxy Statement | Restaurant Brands International |

  15. Director Nominees

    | J. Patrick Doyle | | | Executive Chair Committees: None Our director since: January 2023 | Qualifications: The Board nominated Mr. Doyle due to his experience as the former CEO of Domino’s Pizza. The Board also considered Mr. Doyle’s experience leading one of the restaurant industry’s most successful transformations by focusing on putting the guest experience first, franchisee profitability, and being the best at digital ordering and food quality. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into brand marketing and mergers and acquisitions. At our 2025 annual meeting, he received 98.7% votes in favor of his election. Business Experience: Mr. Doyle has served as Executive Chair of our Board since January 2023 and as Executive Chairman of RBI since November 2022. Most recently, he served as an executive partner of the Carlyle Group, a global diversified investment firm, where he focused on the consumer sector from September 2019 through November 2022. Prior to that, he served as the chief executive officer of Domino’s Pizza from March 2010 to June 2018, having served as president from 2007 to 2010, as executive vice president of Domino’s Team USA from 2004 to 2007 and as executive vice president of Domino’s Pizza International from 1999 to 2004. Mr. Doyle served on the board of directors of Best Buy Co., Inc. from November 2014 to June 2024, and as the Chairman of Best Buy’s board from 2020 to June 2024. Mr. Doyle earned his M.B.A. from The University of Chicago Booth School of Business, and his B.A. from The University of Michigan. Mr. Doyle is 62 years old and resides in Florida, United States. Other U.S. Public Company Board Service Within Last Five Years: Current: None. Within Last Five Years: Best Buy Co., Inc. (Nov 2014 – June 2024) |

  16. Director Nominees

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 5 |

  17. Director Nominees

    | Cristina Farjallat | | | Independent Committees: Compensation Our director since: January 2023 | Qualifications: The Board nominated Ms. Farjallat because of her experience in international executive leadership roles. In addition, the Board considered her knowledge of strategy, business development, marketing, and digital expertise. At our 2025 annual meeting, she received 98.6% votes in favor of her election. Business Experience: Ms. Farjallat has served as regional sales director, mid-market Latin America for Meta since March 2020. Prior to joining Meta, Ms. Farjallat served as senior director of marketplace/chief marketing officer for Mercado Livre do Brasil, a marketplace and fintech company, from March 2017 through February 2020. She served as founder and chief executive officer of Tiena Indústria e Comércio de Cosméticos Ltda, a cosmetics company, from January 2009 to October 2016. Ms. Farjallat served as an advisor to Americanas, a publicly-traded retail, online commerce and fintech company, from December 2021 to April 2023 and served on its digital committee. From June 2021 to December 2021, she served as an independent board member of Lojas Americanas S.A., one of South America’s largest retailers. Ms. Farjallat earned her MBA from Harvard Business School and her bachelor’s degree from Universidade de São Paulo. Ms. Farjallat is 54 years old and resides in São Paulo, Brazil. Other U.S. Public Company Board Service Within Last Five Years: None. |

  18. Director Nominees

    | Page 6 | | | 2026 Proxy Statement | Restaurant Brands International |

  19. Director Nominees

    | Ali Hedayat | | | Lead Independent Director Committees: Audit (Chair) Nominating and Corporate Governance Conflicts (Chair) Our director since: July 2016 | Qualifications: The Board nominated Mr. Hedayat because of his significant experience in investment banking, service as chief executive officer of a public company, and outside board service. In addition, the Board considered his international experience as well as his knowledge of finance, mergers and acquisitions and corporate governance. At our 2025 annual meeting, he received 97.9% votes in favor of his re-election. Business Experience: Mr. Hedayat is the founder and has been Managing Director of Maryana Capital, a financial firm in Toronto, Ontario, Canada, since March 2015. From July 2024 to July 2025, Mr. Hedayat served as the Chief Executive Officer of DRI Capital Inc. (“DRI Healthcare”), the manager of DRI Healthcare Trust, a TSX traded trust with a portfolio of pharmaceutical and biotechnology investments for which Mr. Hedayat has served on the board since June 2020. Mr. Hedayat has served as the Chief Executive Officer of DRI Healthcare Trust since July 2025, when DRI Healthcare Trust internalized the manager function by acquiring the relevant assets of DRI Healthcare. He previously cofounded Edoma Capital in London, a capital fund, where he worked from 2010 until December 2012, and was a partner at Indus Capital, a capital fund in London, from May 2013 until March 2015. Mr. Hedayat held progressively more senior roles at the Goldman Sachs Group from 1997 to 2010, including from 2005 to 2007 as Managing Director of the European Principal Strategies group and from 2007 to 2010 as Managing Director and Co-head of the Americas Principal Strategies group. Mr. Hedayat previously served on the board of RMM Management, a music royalty company, from August 2020 to July 2021. Mr. Hedayat also served on the board and audit committee of U.S. Geothermal Inc., a renewable energy company, from February 2017 until March 2018 and served on the board and governance and nomination committee of Crius Energy, an independent energy retailer in the United States, from May 2018 through July 2019. Mr. Hedayat is 51 years old and resides in Ontario, Canada. Other U.S. Public Company Board Service Within Last Five Years: None. |

  20. Director Nominees

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 7 |

  21. Director Nominees

    | Marc Lemann | | | Independent Committees: None Our director since: June 2021 | Qualifications: The Board nominated Mr. Lemann due to his business, investment and mergers and acquisitions knowledge, including his experience in digital technology, venture financing, and real estate. At our 2025 annual meeting, he received 95.6% votes in favor of his re-election. Business Experience: Mr. Lemann is an investor and entrepreneur with a broad range of business and investment experience. He is the founder and director of Maai Ltd., which has invested in ventures and public equities since January 2018. Mr. Lemann also served as a member of the general partner of Growth Interface Fund, a long-only public equities fund, from December 2017 until December 2024. He is a co-founder and, since February 2016, a director of Go4it Capital, a venture capital firm that has invested in sports technology, digital media, health and wellbeing ventures. Mr. Lemann also co-founded Go4it Esportes e Entretenimento S.A., a sports agency and business incubator in Brazil, and served as a director from October 2015 until January 2022. Since April 2025, Mr. Lemann has also served as a board member of Stichting Anheuser-Busch InBev, a private foundation. Since April 2022, Mr. Lemann has served as a member of the board of directors of São Carlos Empreendimentos e Participações S.A., a commercial real estate investment and management company in Brazil that is publicly held and listed on the Brazilian stock exchange, having previously served as an alternate board member from April 2020 to April 2022. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 34 years old and resides in Switzerland. Other U.S. Public Company Board Service Within Last Five Years: None. |

  22. Director Nominees

    | Page 8 | | | 2026 Proxy Statement | Restaurant Brands International |

  23. Director Nominees

    | Jason Melbourne | | | Independent Committees: Audit Compensation Conflicts Our director since: September 2020 | Qualifications: The Board nominated Mr. Melbourne due to his experience in executive roles at a large financial services company. In addition, the Board considered his knowledge of finance and capital markets as well as his knowledge of the Canadian market. At our 2025 annual meeting, he received 98.6% votes in favor of his re-election. Business Experience: Mr. Melbourne has been the Head of Canadian Capital Markets at Canaccord Genuity since June 2023 and is a member of its global operating committee. Prior to this role, Mr. Melbourne was Global Head of Distribution at Canaccord Genuity from October 2020 to June 2023. He previously served as Global Head of Canadian Equities from May 2010 to October 2020 and as Principal, Sales & Trading for Genuity Capital Markets beginning in January 2005. Prior to his time at Canaccord Genuity, he was Director of Sales and Trading at CIBC World Markets from June 2001 to January 2005. Mr. Melbourne has served on the board of directors at Lay-Up, a youth basketball foundation that strives to empower youth with the confidence and life skills to become the community leaders of tomorrow, since March 2018, and Huron College – University of Western Ontario, since September 2021. From November 2019 to March 2021, he served on the board of directors of the Ontario Lottery and Gaming Corporation, an agency that develops world-class gaming entertainment in the Province of Ontario. Mr. Melbourne is 54 years old and resides in Ontario, Canada. Other U.S. Public Company Board Service Within Last Five Years: None. |

  24. Director Nominees

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 9 |

  25. Director Nominees

    | Daniel S. Schwartz | | | Independent Committees: None Our director since: December 2014 (Co-Chair from January 2019 to January 2023) | Qualifications: The Board nominated Mr. Schwartz because of his experience as the CEO and Co-Chair/Executive Chairman of RBI and its predecessors. In addition, the Board considered his knowledge of strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning. At our 2025 annual meeting, he received 98.8% votes in favor of his re-election. Business Experience: Mr. Schwartz served as the Chief Executive Officer of RBI and its predecessor BKW from June 2013 until January 2019 and as Executive Chairman from January 2019 through June 2019. Mr. Schwartz joined Burger King Holdings, Inc., the predecessor to BKW, in October 2010 as Executive Vice President, Deputy Chief Financial Officer. From January 2011 until March 2013, he served as Chief Financial Officer of BKW and from March 2013 until June 2013, he served as Chief Operating Officer. Mr. Schwartz is co-Managing Partner of 3G Capital, a global investment firm. Since 2022, he has served as a director of Hunter Douglas Group, a global leader in the window coverings industry, and since 2025, he has served as a director of Skechers, a leading global footwear company. Mr. Schwartz is 45 years old and resides in Florida, United States. Other U.S. Public Company Board Service Within Last Five Years: None. |

  26. Director Nominees

    | Page 10 | | | 2026 Proxy Statement | Restaurant Brands International |

  27. Director Nominees

    | Marcia Smith | | | Independent Committees: None Our director since: New Director Nominee | Qualifications: The Board nominated Ms. Smith due to her extensive experience in sustainability, environmental stewardship, community engagement, government relations and corporate affairs, developed throughout her career including more than a decade as a senior executive of a major publicly traded Canadian resource company. In addition, the Board considered her experience as an entrepreneur and her leadership role as a public company independent director and committee chair. Business Experience: Ms. Smith served as Senior Vice President, Sustainability and External Affairs of Teck Resources Limited (“Teck”), a Canadian mining company dual-listed on the TSX and NYSE with global operations, from 2012 until 2022, and subsequently as Senior Vice President and Advisor to the President and CEO from 2022 until her retirement in March 2023. During her tenure at Teck, Ms. Smith held global responsibility for government relations, strategic and crisis communications, external stakeholder engagement, health and safety, environmental stewardship, community engagement and social performance. She played a key role in shaping the company’s sustainability strategy and associated investor-facing disclosure. Prior to joining Teck, Ms. Smith served as Managing Partner of the Vancouver and Victoria offices of NATIONAL Public Relations Inc., a Canadian public affairs agency, from 2001 to 2010, following its acquisition of Labrador Communications Ltd., a public affairs company which Ms. Smith co-founded in 1993. Since 2018, Ms. Smith has served as a member of the board of directors of Aritzia Inc., a leading Canadian fashion retailer and design house listed on the TSX with locations across North America, where she is the chair of the compensation and nominating committee and a member of the audit committee. Ms. Smith is 64 years old and resides in British Columbia, Canada. Other U.S. Public Company Board Service Within Last Five Years: None. |

  28. Director Nominees

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 11 |

  29. Director Nominees

    | Thecla Sweeney | | | Independent Committees: Nominating and Corporate Governance Our director since: January 2022 | Qualifications: The Board nominated Ms. Sweeney due to her experience as a CEO and as a director of multiple companies in various industries and as a consultant. In addition, the Board considered her knowledge of retail, operations, strategy and business development, and finance. At our 2025 annual meeting, she received 98.5% votes in favor of her re-election. Business Experience: Ms. Sweeney is a partner and co-founder of Alphi Capital Inc., a private investment firm formed in August 2022. Prior to founding Alphi, from 2004 to 2022, Ms. Sweeney was a member of the investment team at Birch Hill Equity Partners, a leading Canadian mid-market private equity firm focused on investments in the consumer, healthcare and telecom industries. In the 12 years that Ms. Sweeney was a partner at Birch Hill, she spent the last four as an Operating Partner and Executive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada. Prior to joining Birch Hill, Ms. Sweeney worked on the start-up of Porter Airlines, was a consultant at Bain & Company and spent three years in the Chairman’s Office of George Weston Limited. Since March 2023, she has served on the board of Dollarama Inc., a publicly-traded Canadian value retailer, and since June 2025, she has served on the board of directors of RedBlue HeatPumps & Refrigeration, a privately held provider of HVAC, plumbing and electrical service. She served on the board of directors of Motion LP from 2014 to January 2023. From 2010 to April 2022, she served on the board of Mastermind LP, a privately-held specialty toy retailer. From 2019 to July 2022 she served on the board of FlexNetworks LP, a privately-held telecom business. Ms. Sweeney is 54 years old and resides in Ontario, Canada. Other U.S. Public Company Board Service Within Last Five Years: None. |

  30. Director Nominees

    | Page 12 | | | 2026 Proxy Statement | Restaurant Brands International |

  31. Director Nominees

    In this section, you can read about

  32. Director Nominees

    | Governance Guidelines | Page 14 | | Board Leadership Structure | Page 15 | | Board Independence | Page 16 | | Annual Election of Directors by Majority Voting | Page 17 | | Annual Board and Committee Evaluations | Page 17 | | Board Meetings and Practices Meeting Attendance Director Term Limits and Director Tenure Director Orientation and Continuing Education Director Stock Ownership Guidelines | Page 17 Page 17 Page 18 Page 18 Page 18 | | Board Committees | Page 18 | | Risk Management | Page 23 | | Additional Corporate Governance Policies Executive Compensation Clawback Policies Code of Ethics/Conduct Whistleblowing Policy Insider Trading and Anti-Hedging Policies Related Party Transaction Policy | Page 25 Page 25 Page 25 Page 26 Page 26 Page 26 | | Sustainability and Corporate Responsibility Restaurant Brands for Good Executive Officer Demographics | Page 27 Page 27 Page 27 | | Shareholder Engagement | Page 28 | | Communication with our Board | Page 29 | | Certain Relationships and Related Transactions | Page 30 | | Non-Management Director Compensation | Page 30 |

  33. Annual Election of Directors by Majority Voting

    Annual Election of Directors by Majority Voting There are 10 positions available on the board for a one-year term ending at the next annual meeting of shareholders and 10 director nominees listed in this circular. Shareholders can vote FOR or AGAINST each individual nominee. Under the majority voting requirements under the CBCA, if there is only one director nominee for each position available on the board, a director nominee will be elected only if the number of votes cast in the director nominee’s favor represents a majority of the votes cast for and against them, subject to certain exceptions described below. If there are more director nominees than positions available on the board, the director nominees receiving the highest number of votes FOR will be elected until all such positions have been filled. If a director nominee that is an incumbent director does not receive a majority of votes in their favor and positions remain available on the Board, the director nominee will be permitted to remain as a director until the earlier of the 90th day after the day of the election and the day on which their successor is appointed or elected. In addition, elected directors may also reappoint such an incumbent director even if they do not receive majority support in the most recent election in certain instances specified in the CBCA.

  34. Non-Management Director Compensation

    Non-Management Director Compensation The compensation for non-management directors of the Board (which does not include Mr. Doyle) is comprised of the following:

  35. Non-Management Director Compensation

    | › | Initial Equity Grant. Under our director compensation program, each non-management director (which does not include Mr. Doyle) is entitled to receive a one-time grant of stock options when first appointed to the Board. For 2025, this amount was at a notional value of $1,000,000 and it remains the same for 2026. These options vest on the fifth anniversary of the grant date and expire on the tenth anniversary of the grant date, subject to partial vesting upon termination without cause or for death or disability. |

  36. Non-Management Director Compensation

    | Page 30 | | | 2026 Proxy Statement | Restaurant Brands International |

  37. Non-Management Director Compensation

    | › | Retainer Fees. For 2025, non-management directors (which does not include Mr. Doyle) other than the Lead Independent Director, Mr. Hedayat, were entitled to receive an annual retainer of $50,000. The Lead Independent Director was entitled to receive an annual retainer of $70,000. Each member of the Audit Committee, Compensation Committee, NCG Committee and Conflicts Committee was entitled to receive an annual committee fee of $10,000. The retainer component of the director compensation arrangement is the same for 2026. |

  38. Non-Management Director Compensation

    Non-management directors have the opportunity to elect to defer their annual retainer and committee fees and, in lieu of the cash fees, to receive a grant of restricted share units (RSUs) with a value of two times the forgone fees. The RSUs are fully vested at the time of grant and will be settled upon termination of board service. The following table summarizes compensation paid to each of our directors during 2025.

  39. Non-Management Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total Compensation ($) | | Alexandre Behring | — | 140,000 | 140,000 | | Maximilien de Limburg Stirum | — | 140,000 | 140,000 | | J. Patrick Doyle (3) | — | — | — | | Cristina Farjallat | — | 120,000 | 120,000 | | Jordana Fribourg | — | 100,000 | 100,000 | | Ali Hedayat | — | 200,000 | 200,000 | | Marc Lemann | — | 100,000 | 100,000 | | Jason Melbourne | — | 160,000 | 160,000 | | Daniel Schwartz | — | 100,000 | 100,000 | | Thecla Sweeney | — | 120,000 | 120,000 |

  40. Non-Management Director Compensation

    | (1) All of our non-management directors elected to defer their retainer and committee fees for 2025 and to receive restricted share units (RSUs) in lieu of cash with a value of two times the forgone fees. All of the directors made this election prior to December 31, 2024. The RSUs were granted on December 31, 2025 based on the $68.75 NYSE closing price (or, for the Canadian resident directors, C$94.13 TSX closing price) of a common share of RBI on the date prior to the grant date, December 30, 2025, and were fully vested on the grant date. The number of RSUs granted to each of the directors was determined based on the amount of the director’s retainer and committee fees, if applicable, multiplied by two and divided by $68.75 (or, for the Canadian resident directors, C$94.13). |

  41. Non-Management Director Compensation

    | (2) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2025 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these awards, refer to Note 15 to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our 2025 Form 10-K filed with the SEC and on SEDAR+ at www.sedarplus.ca. |

  42. Non-Management Director Compensation

    | (3) As our Executive Chairman, an officer position, Mr. Doyle is not a non-management director and therefore does not receive any additional compensation for his service on the Board. |

  43. Non-Management Director Compensation

    | Restaurant Brands International | 2026 Proxy Statement | | | Page 31 |

  44. Non-Management Director Compensation

    The table below sets forth the aggregate number of RSUs and unexercised stock options held by each director as of December 31, 2025.

  45. Non-Management Director Compensation

    | | Aggregate Number of RSUs Outstanding as of December 31, 2025(4) | Aggregate Number of Options Outstanding as of December 31, 2025(5) | | | (#) | (#) | | Alexandre Behring(1) | 134,688 | — | | Maximilien de Limburg Stirum | 10,804 | 17,934 | | J. Patrick Doyle(2) | 1,049,288 | 2,000,000 | | Cristina Farjallat | 5,029 | 15,218 | | Jordana Fribourg | 4,025 | 13,118 | | Ali Hedayat | 21,299 | — | | Marc Lemann | 6,708 | 15,358 | | Jason Melbourne | 10,568 | 18,860 | | Daniel Schwartz(3) | 13,828 | — | | Thecla Sweeney | 6,299 | 17,841 |

  46. Non-Management Director Compensation

    | (1) As of December 31, 2025, all of the RSUs and the shares were held by CLBB Investments Holdings Fund Ltd., of which Mr. Behring and his family control and own the equity. |

  47. Non-Management Director Compensation

    | (2) Mr. Doyle received his equity awards upon his appointment in 2023. His RSU amount consists of 220,903 RSUs and 828,385 PSUs. The remaining vestings for his RSUs are expected to occur on November 21, 2026 and November 21, 2027. His PSUs have a performance period beginning November 21, 2022 and ending May 21, 2028, and may be earned from 50% for the threshold performance to 200% for maximum performance, based on meeting performance targets tied to the appreciation of the price of RBI common shares. |

  48. Non-Management Director Compensation

    | (3) As of December 31, 2025, 1,549 of the RSUs were held by Miami Restaurant Holdings, LLC. Mr. Schwartz holds all voting and dispositive power over securities held by the entity. |

  49. Non-Management Director Compensation

    | (4) As of December 31, 2025, all RSUs (other than those held by Mr. Doyle) are earned but will only settle upon termination of Board service. |

  50. Non-Management Director Compensation

    | (5) As of December 31, 2025, the vesting dates for outstanding options held by each director are as follows: options held by Mr. Doyle vest on November 21, 2027; options held by Ms. Farjallat vest on February 24, 2028; options held by Ms. Fribourg vest on June 15, 2028; options held by Mr. Lemann vest on June 25, 2026; and options held by Ms. Sweeney vest on January 1, 2027. The options held by Mr. de Limburg Stirum and Mr. Melbourne were fully vested as of December 31, 2025. |

  51. Non-Management Director Compensation

    | Page 32 | | | 2026 Proxy Statement | Restaurant Brands International |

  52. Non-Management Director Compensation

    In this section, you can read about

  53. Non-Management Director Compensation

    | Compensation Discussion & Analysis | Page 34 | | Compensation Committee Report | Page 48 | | 2025 Summary Compensation Table | Page 49 | | 2025 All Other Compensation Table | Page 51 | | 2025 Grants of Plan-Based Awards Table | Page 52 | | 2025 Outstanding Equity Awards at Fiscal Year-End Table | Page 54 | | 2025 Option Exercises and Stock Vested Table | Page 55 | | 2025 Pension Benefits | Page 56 | | Potential Payments Upon Termination or Change in Control Table | Page 56 | | Proposal 2 – Advisory Vote on Executive Compensation | Page 59 |

  54. Pay-for-Performance Compensation Philosophy

    | › | Wealth Creation: tying wealth creation to significant, long-term equity ownership; and |

  55. Role of Compensation Committee

    Role of Compensation Committee The Compensation Committee is responsible for establishing and overseeing our compensation philosophy and for setting our executive compensation and benefits policies and programs generally. The Compensation Committee assists the Board in overseeing all items as defined in its charter and has access to members of management and independent compensation consultants to assist in approving items under its purview. Each year, our Compensation Committee evaluates our incentive compensation program for alignment with our strategic priorities and expectations for our business. For 2025, Frederic W. Cook & Co., Inc. (“F.W. Cook”) was retained as a compensation consultant. F.W. Cook assists with peer group selection and analysis and provides data on competitive benchmarking, along with recommendations for pay levels and practices.

  56. How compensation decisions are made

    | RBI Management | | Compensation Consultant | | Compensation Committee | | • Provides inputs regarding RBI’s business strategy and performance against business objectives • CEO provides initial recommendations regarding compensation program structure and design • Proposes individual performance goals for Individual Achievement under Annual Bonus Program • Provides additional information as requested by the Compensation Committee | • | • Assists with peer group selection and analysis • Reviews and advises on management recommendations • Advises the Compensation Committee on governance trends • Provides data on competitive benchmarking and independent recommendations for pay levels and practices | • | • Reviews and approves plan design, metrics, goals, and overall incentive compensation funding levels • Reviews and approves individual targets and compensation for executives based on market and benchmarking data • Assesses performance in relation to defined goals and approves achievement of executive incentive compensation |

  57. Compensation Peer Group

    Compensation Peer Group To ensure the executive pay program is competitive in attracting, motivating and retaining qualified individuals to work at RBI, we maintain a compensation peer group for market comparisons and to guide our decision-making process regarding executive compensation. For 2025, the Compensation Committee reviewed and approved the following Peer Group based on the recommendations provided by F.W. Cook for use in determining compensation competitiveness of our NEOs and other executives under their purview. The peer group was selected with a mix of restaurants, hospitality, and consumer packaged goods companies. The Compensation Committee strives to select, based on F.W. Cook’s recommendation, companies that operate in similar industries, have global brand recognition, are subject to U.S. disclosure requirements, and are of a similar size (based on market capitalization, EBITDA, systemwide sales, and corporate sales with values approximately one-third to three times the size of RBI).

  58. Compensation Peer Group

    | Restaurants | Hospitality, Travel & Leisure | Packaged Food & Consumer Goods | | • Chipotle Mexican Grill, Inc. • Domino’s Pizza, Inc. • McDonald’s Corporation • Starbucks Corporation • The Wendy’s Company • Yum! Brands, Inc. • Darden Restaurants, Inc. | • Hilton Worldwide Holdings, Inc. • Hyatt Hotels Corporation • Marriott International Inc. • Las Vegas Sands Corp. • Royal Caribbean Cruises Ltd. | • Kraft Heinz Company • Kimberly-Clark Corporation • Kellanova |

  59. Base Salary

    Base Salary We pay an annual base salary to each of our NEOs in order to attract and retain them by providing a competitive fixed rate of cash compensation. Our Compensation Committee approves the NEO base salary at the beginning of the year, based on its annual peer group benchmarking and a review of a variety of factors including the NEOs’ skills, experience, scope of responsibilities, tenure in the position, performance level, internal pay equity, and future potential.

  60. Annual Cash Incentive (Annual Bonus Program)

    Annual Cash Incentive (Annual Bonus Program) The Annual Bonus Program is designed to incentivize completion of specific and measurable consolidated and business unit-specific objectives, as approved by the Compensation Committee at the beginning of the year. Earned annual bonus is calculated using the below framework:

  61. Annual Cash Incentive (Annual Bonus Program)

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  62. Annual Cash Incentive (Annual Bonus Program)

    In all cases, actual bonus payout is subject to:

  63. Annual Cash Incentive (Annual Bonus Program)

    | › | attainment of threshold performance of Adjusted Operating Income (“AOI”) and individual achievement; |

  64. Annual Cash Incentive (Annual Bonus Program)

    | › | a reduction if certain expense targets or compliance requirements are not met; and |

  65. Annual Cash Incentive (Annual Bonus Program)

    | › | an upward or downward adjustment of up to 20% based on a qualitative evaluation of RBI’s performance and the executive’s performance, as recommended by the CEO and approved by the Compensation Committee, subject to the overall bonus payout cap. |

  66. Annual Cash Incentive (Annual Bonus Program)

    In early 2025, the Compensation Committee modified the Annual Bonus Program structure for 2025 for each of Messrs. Kobza and Siddiqui and Ms. Granat to include up to a 20% positive or negative modifier based on the outcome of our efforts to find a suitable joint venture partner for our Burger King China business. The Compensation Committee determined that it would evaluate final performance, specifically considering partner quality, committed capital and terms of the master development agreement. The Compensation Committee, in its sole discretion, would evaluate the quality of the outcome based on the factors above and on such basis would determine the final adjustment. See page 44 under “2025 Annual Bonus Program Payout” for further discussion of the Compensation Committee’s evaluation.

  67. Annual Bonus Program – Bonus Swap Program

    Annual Bonus Program – Bonus Swap Program To further foster a culture of ownership, RBI provides its executives with an opportunity to invest a portion of their annual cash bonus into RBI common shares (“Investment Shares”) and leverage that investment through the issuance of bonus matching RSUs (“Matching RSUs”). We consider these Matching RSUs to be a key part of our executive team’s Long-Term Incentive compensation. Eligible employees (including our NEOs) were offered an opportunity to use either 25% or 50% of their calculated net bonus for 2025 (after deducting an amount based on a theoretical tax rate of 40% in the U.S.) to purchase Investment Shares. The number of Investment Shares purchased was calculated by multiplying the theoretical net bonus and the swap election percentage and then dividing by the closing price on the trading day prior to the date of purchase reported on the TSX (denominated in Canadian dollars) for Canadian participants or on the NYSE (denominated in U.S. dollars) for all other participants: *While our NEOs had the option to use 25% or 50% of their net bonus to purchase our shares, all our NEOs elected to use 50%. The number of Matching RSUs a participant receives was calculated by multiplying the gross annual bonus earned, the election percentage, and a multiplier associated with the participant’s level in the organization (2.25x for our NEOs), divided by the closing price of our stock on the trading day prior to the date of purchase. *As all our NEOs used 50% of their net bonus to purchase our shares, a corresponding 50% election percentage was applied to each NEO’s gross bonus in calculating the number of applicable matching RSUs.

  68. Annual Bonus Program – Bonus Swap Program

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  69. Annual Bonus Program – Bonus Swap Program

    Dividend equivalents accrue on the Matching RSUs in additional RSUs having a fair market value as of the applicable dividend payment date equal to the value of the dividend that would have been distributed if a Matching RSU was an issued and outstanding common share. The Dividend Equivalents are subject to the same terms and conditions as the Matching RSUs to which they relate and will be settled on the relevant settlement date of the Matching RSUs. Note that Matching RSUs related to the 2025 Annual Bonus program are granted in 2026 and will be reported in the Summary Compensation Table in the 2027 Proxy Statement.

  70. Participation in the 2025 Bonus Swap Program

    Participation in the 2025 Bonus Swap Program

  71. Participation in the 2025 Bonus Swap Program

    | › | Over 93% of our employees at the “director” pay level and above participated in the 2025 Bonus Swap Program. |

  72. Participation in the 2025 Bonus Swap Program

    | › | Over 73% of our eligible employees own equity in RBI through participation in our bonus swap program, amounting to over $350 million in RBI stock, and our senior leadership (our CEO and the CEO Direct Reports) also have a substantial share of their net worth in RBI securities. |

  73. Participation in the 2025 Bonus Swap Program

    | › | In February 2026, each of our NEOs elected to swap 50% of their 2025 net bonus for RBI Investment Shares, with the total figures shown below: |

  74. Participation in the 2025 Bonus Swap Program

    | | Shares Purchased (#) | Value of Shares Purchased ($) | | Joshua Kobza Chief Executive Officer | 8,149 | 560,732.69 | | Sami Siddiqui Chief Financial Officer | 3,843 | 264,436.83 | | Axel Schwan President, Tim Hortons | 2,498 | 171,887.38 | | Thomas Curtis President, Burger King | 2,055 | 141,404.55 | | Jill Granat General Counsel | 3,719 | 255,904.39 |

  75. Participation in the 2025 Bonus Swap Program

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  76. Long Term Incentive Compensation

    Long Term Incentive Compensation Consistent with our values of ownership and meritocracy, our Compensation Committee believes equity-based compensation should be an important component of our compensation structure. Equity awards to NEOs are in the form of PSUs to ensure long-term alignment with shareholders. The PSUs awarded as part of our annual long-term incentive program are three-year cliff vesting awards based on relative TSR compared to the S&P 500. However, from time-to-time we have granted special PSU awards which are typically of longer duration to incentivize and reward our senior executives. Design of our 2025 PSU awards, along with details of PSU awards vesting in 2025, are further detailed below. Given the wide range of investment alternatives available to our shareholders, our Compensation Committee believes that measuring our TSR against a broad market index such as S&P 500 aligns our executive compensation more appropriately than measuring against a narrower set of restaurant-specific peer group.

  77. Timing of Equity Awards

    Timing of Equity Awards RBI’s Compensation Committee generally makes grants to executives, including named executive officers, at a meeting early in the calendar year and delegates to the CEO the ability to make grants to a broad group of other employees. Such grants are issued at a set grant date that is generally a week or more after the release of financial information for the prior fiscal year so that such grants are made after the market has incorporated any material non-public information. Additional grants may be made by the Compensation Committee or its delegate at such other times as necessary for business purposes related to employee promotion, retention, or new hires. Although RBI does not have a formal policy with respect to the timing of equity-based awards, we determine a specific calendar of trading blackout dates each year, and awards of options and other stock appreciation rights are not granted in proximity to the release of material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  78. 2025 Target Compensation Decisions

    | | | | | | Long-Term Incentives | | | | | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Target Cash Compensation ($) | Matching RSUs ($) | PSUs ($) | Target Total Direct Compensation ($) | | Joshua Kobza Chief Executive Officer | 950,000 | 200% | 1,900,000 | 2,850,000 | 2,137,500 | 10,000,000 | 14,987,500 | | Sami Siddiqui Chief Financial Officer | 685,000 | 130% | 890,500 | 1,575,500 | 1,001,813 | 4,500,000 | 7,077,313 | | Axel Schwan President, Tim Hortons | 625,000 | 130% | 812,500 | 1,437,500 | 914,063 | 4,000,000 | 6,351,563 | | Thomas Curtis President, Burger King | 625,000 | 130% | 812,500 | 1,437,500 | 914,063 | 4,000,000 | 6,351,563 | | Jill Granat General Counsel | 630,000 | 140% | 882,000 | 1,512,000 | 992,250 | 2,750,000 | 5,254,250 |

  79. 2025 Base Salary and Target Bonus Decisions

    2025 Base Salary and Target Bonus Decisions There were no changes in 2025 to the base salary or the target annual bonus percentage (the “Bonus Target”) for any of our NEOs. The Bonus Target is multiplied by the NEO’s base salary to calculate the target annual bonus amount payable at the 100% achievement level.

  80. 2025 Base Salary and Target Bonus Decisions

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  81. 2025 Annual Bonus Program Results

    2025 Annual Bonus Program Results As described in the Annual Bonus Program overview section, the business performance component of the Annual Bonus Program is determined based upon performance in four key financial metrics: comparable sales, net restaurant growth, franchisee profitability, and Adjusted Operating Income. The business performance totals 75% of each NEO’s overall achievement. The individual performance component totals 25% of each NEO’s overall achievement and is assessed against multiple quantitative and qualitative metrics (“Key Performance Indicators”) that are relevant to each executive’s span of control. For the 2025 compensation for each of Messrs. Kobza and Siddiqui and Ms. Granat, the Compensation Committee approved the inclusion of a 20% positive or negative modifier, based on the outcome of our efforts to find a suitable joint venture partner for our Burger King China business.

  82. Business Performance

    Business Performance Performance is evaluated relative to 100% achievement levels which are set at the beginning of the year and approved by the Compensation Committee along with threshold and maximum payout levels. For 2025, the Compensation Committee set the performance threshold for the performance curve to 0% (by linear interpolation) to better reflect the relative performance compared to our peers in the face of macroeconomic headwinds. The Compensation Committee maintained 50% as the threshold achievement level for NRG. The assessed business performance achievement for those operating segments that relate to our NEO’s compensation are set forth below. Messrs. Kobza and Siddiqui and Ms. Granat are evaluated against the business performance of RBI as a whole, Mr. Schwan is evaluated against the business performance of our Tim Hortons (Canada & US) segment, and Mr. Curtis is evaluated against the business performance of our Burger King (US & Canada) segment.

  83. 2025 Annual Bonus Program Payout

    2025 Annual Bonus Program Payout After reviewing the Business Performance Achievement and the Individual Achievement, the Compensation Committee then evaluated the extent to which the Burger King China Modifier was met. In evaluating this modifier, the Compensation Committee took into consideration that (1) in the period that RBI owned the Burger King China operations, the RBI senior management was able to identify and engage a new local team, strengthened operations to build a foundation for long-term growth and launched an elevated marketing campaign, all of which drove growing comparable sales during the year, (2) based on such improvements, we

  84. 2025 Annual Bonus Program Payout

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  85. 2025 Annual Bonus Program Payout

    were able to run a successful competitive process resulting in a joint venture with one of the leading Chinese investment firms with a track record of scaling consumer brands in China, (3) the new joint venture partner committed to doubling Burger King China’s footprint to 2,500 restaurants in the next five years and invested $350 million of primary capital at closing to ensure strong funding for such commitment and (4) the joint venture agreement was signed in November 2025 and completed in January 2026, within the one-year target. Based on such factors, the Compensation Committee approved the application of the 20% up modifier to the overall achievement of Messrs. Kobza and Siddiqui and Ms. Granat in the 2025 Annual Bonus Program. As described in the Annual Bonus Program section above, the 2025 Bonus Program contemplated that an upward or downward adjustment of up to 20% could be made to an NEO’s payout under the 2025 Bonus Program based on a qualitative evaluation of RBI’s performance and the executive’s performance. As so previously authorized, the Compensation Committee exercised its discretion in approving a 20% increase to the Annual Bonus payout for 400+ eligible Burger King US and Canada employees, including Mr. Curtis. In deciding to exercise such discretion, the Compensation Committee considered the need to continue to retain and incentivize Burger King employees in light of (1) the business’s relative outperformance to its peers amid notable macroeconomic pressures, including a record high beef inflation and a tougher consumer environment, (2) the momentum of the brand’s comprehensive Reclaim the Flame growth strategy, continued progress on remodels and delivery of compelling sales uplifts despite significant cost pressures, (3) continued positive feedback from franchisees with continuing support for the BK management team and the Reclaim the Flame plan and (4) successful execution of a balanced menu platform and marketing strategy in 2025, including significant same store sales in the latter part of the year materially exceeding QSR peers, despite industry pressures on value. Based on (1) the business performance metrics, (2) the individual performance, (3) the application of the Burger King China Modifier and (4) the adjustment for all employees evaluated on the performance of Burger King US and Canada, including Mr. Curtis, the 2025 Bonus Program payouts for each of our NEOs were as follows. The below tabular amounts reflect rounding.

  86. 2025 Annual Bonus Program Payout

    | | 2025 Target Annual Bonus ($) | Annual Bonus Payout ($) | Payout (% of Target) | | Joshua Kobza Chief Executive Officer | 1,900,000 | 1,869,276 | 98% | | Sami Siddiqui Chief Financial Officer | 890,500 | 881,460 | 99% | | Axel Schwan President, Tim Hortons C & US | 812,500 | 686,351 | 84% | | Thomas Curtis President, Burger King US & C | 812,500 | 471,525 | 58% | | Jill Granat General Counsel | 882,000 | 853,201 | 97% |

  87. 2025 Annual Bonus Program Payout

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  88. 2025 Long Term Incentive Decisions

    2025 Long Term Incentive Decisions

  89. Annual LTI Grants Made in 2025

    Annual LTI Grants Made in 2025 For 2025, the Compensation Committee approved the long-term incentive awards set forth below, all in the form of PSUs:

  90. Annual LTI Grants Made in 2025

    | | PSU Awarded ($) | Change from 2024 | | Joshua Kobza Chief Executive Officer | 10,000,000 | The Compensation Committee approved an increase of 1,000,000 from the 2024 award to reflect Mr. Kobza’s tenure and performance | | Sami Siddiqui Chief Financial Officer | 4,500,000 | The Compensation Committee approved an increase of 1,000,000 to reflect Mr. Siddiqui’s contribution to our performance | | Axel Schwan President, Tim Hortons C & US | 4,000,000 | — | | Thomas Curtis President, Burger King US & C | 4,000,000 | — | | Jill Granat General Counsel | 2,750,000 | The Compensation Committee approved an increase of 250,000 to reflect Ms. Granat’s performance and expertise |

  91. Annual LTI Grants Made in 2025

    The 2025 long-term incentive awards were granted to the applicable NEOs with a grant date of February 28, 2025, in the form of PSUs that cliff vest March 15, 2028. The three-year relative TSR performance for the 2025 PSU is measured against the S&P 500 for the performance period ending February 28, 2028. Target performance is achieved between 50th and 60th percentile. Linear interpolation is applied if RBI relative TSR ranking is between 25th and 50th percentile, or between 60th and 75th percentile. Regardless of relative TSR ranking, performance is capped at 100% if RBI’s TSR is negative for the performance period.

  92. Special LTI Award

    Special LTI Award In addition to the annual long-term incentive awards, the Compensation Committee approved an additional one-time target award of 73,507 performance based RSUs for Mr. Siddiqui. As Mr. Siddiqui had not received a promotional award upon being appointed Chief Financial Officer, the Compensation Committee believed that this was the appropriate time to reward his strong performance since assuming the role and to align his incentives for shareholder value creation with those of Mr. Kobza and Mr. Doyle. The performance measures and measurement periods for purposes of determining the number of PSUs are based on stock price and are materially the same as those previously awarded to Mr. Kobza and Mr. Doyle.

  93. Grants Vested in 2025 (2022 PSUs)

    Grants Vested in 2025 (2022 PSUs) The PSUs granted in 2022 vested on February 25, 2025, based on Company performance for the three-year performance period beginning December 31, 2021 and ending December 31, 2024. The performance measures for purposes of determining the number of PSUs earned consisted of three-year compound annual growth rates for organic Adjusted EBITDA, comparable sales and NRG, which are subject to a multiplier based on our relative total shareholder return (“rTSR”) against the S&P 500 Index.

  94. Grants Vested in 2025 (2022 PSUs)

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  95. Grants Vested in 2025 (2022 PSUs)

    Final performance approved by the Compensation Committee is shown below. The amounts earned by each NEO are included in amounts reflected in the “Stock Vested” table below.

  96. Grants Vested in 2025 (2022 PSUs)

    | LTIP Measure (3-year CAGR) | Weight | Threshold (50%) | Target (100%) | Maximum (150%) | Result | Performance | | Same Store Sales | 30% | 1.1% | 4.3% | 5.6% | 6.0% | 150.0%* | | Net Restaurant Growth | 20% | 1.5% | 5.9% | 6.9% | 3.9% | 77.3% | | EBITDA | 50% | 1.9% | 7.7% | 9.9% | 8.9% | 128.2% | | Relative TSR | Multiplier | 25th Percentile | 40-60th Percentile | 75th Percentile | 63rd Percentile | 1.09x | | *Capped at Max. Payout | | | | | | 135.8% |

  97. Grants with Performance Period ended in 2025 (2023 PSUs)

    Grants with Performance Period ended in 2025 (2023 PSUs) The PSUs granted in 2023 (the “2023 PSUs”) were earned based on relative TSR versus the S&P 500 for the period from January 1, 2023 to December 31, 2025. When the 2023 PSUs were granted, the Compensation Committee established (i) a threshold performance level at the 25th percentile, at or above which 50% of the target would be earned and below which no shares would be earned, (ii) a target performance level at the 50th percentile, at or above which 100% of the target would be earned, and (iii) a maximum performance level at the 85th percentile, at or above which 150% of the target would be earned, and the Compensation Committee provided that amounts earned between the threshold, target and the maximum performance levels would be based on linear interpolation. In January 2026, the Compensation Committee determined that the relative TSR for the relevant period was at the 40th percentile, resulting in an earned 80% of the target PSUs on the vesting date in February 2026.

  98. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table, footnotes, and related narrative show information regarding the “total compensation” of each NEO for 2025, 2024, and 2023 according to the rules promulgated by the SEC.

  99. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in pension value and NQ Deferred Comp Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joshua Kobza | 2025 | 950,000 | 12,317,912(1) | 1,869,276 | — | 22,592 | 15,159,780 | | CEO | 2024 | 941,667 | 11,626,221 | 1,131,572 | — | 770,408 | 14,469,867 | | | 2023 | 890,000 | 26,007,809 | 2,054,471 | — | 15,261 | 28,967,541 | | Sami Siddiqui | 2025 | 685,000 | 11,543,173 | 881,460 | — | 34,829 | 13,144,462 | | CFO | 2024 | 660,000 | 4,673,265 | 581,841 | — | 18,619 | 5,933,725 | | Axel Schwan President, Tim Hortons Canada & US | 2025 | 602,094(5) | 5,054,418 | 686,351 | — | 504,332 | 6,847,195 | | | 2024 | 600,572 | 5,147,115 | 695,196 | — | 574,285 | 7,017,168 | | | 2023 | 548,884 | 6,440,533 | 895,261 | — | 575,119 | 8,459,797 | | Thomas Curtis President, Burger King US & Canada | 2025 | 625,000 | 4,878,536 | 471,525 | — | 21,214 | 5,996,275 | | | 2024 | 612,500 | 5,752,202 | 543,783 | — | 20,941 | 6,929,427 | | | 2023 | 550,000 | 3,842,261 | 973,135 | — | 20,399 | 5,385,795 | | Jill Granat | 2025 | 630,000 | 3,572,000 | 853,201 | 5,380 | 28,809 | 5,089,390 | | General Counsel | 2024 | 625,000 | 3,689,683 | 567,687 | — | 163,426 | 5,045,797 |

  100. 2025 Summary Compensation Table

    | (1) On an aggregated basis for each NEO, this column shows the grant date fair value of the long-term equity awards granted to such NEO, which include our Matching RSUs and PSUs under our Long-term Incentive Program. Such grant date fair value is computed in accordance with FASB ASC Topic 718, as further described below. For additional information on the valuation assumptions regarding the restricted stock unit awards, refer to Note 15 to our financial statements for the year ended December 31, 2025, which are included in our 2025 Form 10-K filed with the SEC. The amounts in this column do not reflect compensation actually received by the NEO nor do they reflect the actual value that will be recognized by the NEO. |

  101. 2025 Summary Compensation Table

    | • | Grant date fair value of Matching RSUs: Matching RSUs were granted to the NEOs in calendar years 2025, 2024, and 2023 under the Bonus Swap Program in connection with such NEOs’ bonus election for the bonus earned for 2024, 2023, and 2022 performance, respectively, under the Annual Bonus Program. The grant date fair value for the Matching RSUs is calculated in accordance with FASB ASC 718 based on the closing price of RBI’s common stock reported on the NYSE on the trading day preceding the date of grant. Under the Bonus Swap Program, the grant date fair value of the Matching RSUs for the NEOs were calculated by (1) multiplying a NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by a multiplier of 2.25, and (3) dividing the total by the closing price of an RBI common share reported on the NYSE on the trading day preceding the grant date. |

  102. 2025 Summary Compensation Table

    | • | Grant date fair value of PSUs: The grant date fair values of such PSUs were computed under FASB ASC 718 using Monte Carlo valuation for each award as of the grant date, based on the probable outcome of the applicable performance targets as of the grant date, which we assumed to be 100% achievement of such performance target. The fair value amounts reported also include the incremental fair values of $378,000 for PSUs granted to Mr. Kobza on 2/22/2023 and $92,619 for PSUs granted to Mr. Siddiqui on 5/15/2025, calculated in each case in accordance FASB ASC 718, associated with amendments to such awards approved by the Compensation Committee in December 2025 to align the performance periods of these two grants with the previously reported PSUs granted to Mr. Doyle. The grant date fair value for each PSU award may differ based on the applicable data, assumptions, and estimates used in the Monte Carlo model. |

  103. 2025 Summary Compensation Table

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  104. 2025 Summary Compensation Table

    For the PSUs granted in 2025, the Monte Carlo model also incorporated the following assumptions:

  105. 2025 Summary Compensation Table

    | | | Monte Carlo Model Assumptions | | | | Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | | 02/28/25 | 02/28/28 | 3 | 22.06% | 3.95% | | 05/15/25 | 05/21/28 | 3 | 22.53% | 3.91% |

  106. 2025 Summary Compensation Table

    We used RBI’s historical stock prices as the basis for the volatility assumptions. The risk-free interest rate was based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. If we assume that the highest level of performance conditions will be achieved with respect to the PSUs granted in 2025 (and thus the maximum number of shares will be issued under such PSUs), using the fair value of RBI’s common stock on the business day prior to the grant date for such shares, the maximum value of PSUs granted in 2025 would be as follows: Mr. Kobza, $16,000,386; Mr. Siddiqui, $19,356,709; Mr. Schwan, $6,400,154; Mr. Curtis, $6,400,154; and Ms. Granat, $4,400,097, respectively.

  107. 2025 Summary Compensation Table

    | (2) The amounts reported in this column reflect cash incentive compensation earned for 2025, 2024 and/or 2023 performance under our Annual Bonus Program. As described under page 37 of “Compensation Discussion and Analysis,” the NEOs’ cash incentive payments under the Annual Bonus Program are based on our performance relative to predetermined goals for the year. The threshold, target, and maximum amounts for each NEO’s cash incentive payout opportunity for 2025 are shown in the table entitled “Grants of Plan-Based Awards in 2025” on page 52. |

  108. 2025 Summary Compensation Table

    We make payments under this program in the first quarter of the calendar year following the calendar year in which the bonus was earned after finalization of our audited financial statements. The 2025 annual cash incentive payments were made in February 2026. As discussed above under “Annual Bonus Program—Bonus Swap Program” on page 39, in February 2026, each of the NEOs elected to swap 50% of their calculated non-equity incentive plan compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts representing 50% of 2025 non-equity compensation forgone and used to purchase RBI common shares in February 2026 on were as follows: Mr. Kobza—$934,638; Mr. Siddiqui—$440,730; Mr. Schwan—$343,176; Mr. Curtis—$235,763 and Ms. Granat—$426,601. These amounts are not reflected in the 2025 Summary Compensation Table.

  109. 2025 Summary Compensation Table

    | (3) Amount represents the change in Ms. Granat’s pension value. |

  110. 2025 Summary Compensation Table

    | (4) Details of the amounts set forth in this column related to 2025 are included in the 2025 All Other Compensation Table. |

  111. 2025 Summary Compensation Table

    | (5) Unless otherwise stated, amounts paid to Mr. Schwan were converted to U.S. dollars based on the 12-month average exchange rate, as follows: 1 CAD = 0.7158 USD. |

  112. 2025 Summary Compensation Table

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  113. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information about cash (non-equity) and equity compensation awarded to our NEOs in 2025.

  114. Grants of Plan-Based Awards in 2025

    | Name | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | Award Type | Grant Date | Approval Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joshua Kobza | Cash Incentive | — | 01/30/25 | 1,900,000 | 3,325,000 | — | — | — | — | — | | | PSUs | 02/28/25 | 01/30/25 | — | — | 76,698 | 153,397 | 230,095 | — | 10,666,947 | | | RSUs | 02/28/25 | 01/30/25 | — | — | — | — | — | 19,527 | 1,272,965 | | Sami Siddiqui | Cash Incentive | — | 01/30/25 | 890,500 | 1,558,375 | — | — | — | — | — | | | PSUs | 02/28/25 | 01/30/25 | — | — | 34,514 | 69,028 | 103,542 | — | 4,800,081 | | | PSUs | 05/15/25 | 04/30/25 | — | — | 36,753 | 73,507 | 147,014 | — | 6,088,585 | | | RSUs | 02/28/25 | 01/30/25 | — | — | — | — | — | 10,040 | 654,508 | | Axel Schwan | Cash Incentive | — | 01/30/25 | 812,500 | 1,421,875 | — | — | — | — | — | | | PSUs | 02/28/25 | 01/30/25 | — | — | 30,679 | 61,359 | 92,038 | — | 4,266,793 | | | RSUs | 02/28/25 | 01/30/25 | — | — | — | — | — | 12,082 | 787,626 | | Thomas Curtis | Cash Incentive | — | 01/30/25 | 812,500 | 1,421,875 | — | — | — | — | — | | | PSUs | 02/28/25 | 01/30/25 | — | — | 30,679 | 61,359 | 92,038 | — | 4,266,793 | | | RSUs | 02/28/25 | 01/30/25 | — | — | — | — | — | 9,384 | 611,743 | | Jill Granat | Cash Incentive | — | 01/30/25 | 882,000 | 1,543,500 | — | — | — | — | — | | | PSUs | 02/28/25 | 01/30/25 | — | — | 21,092 | 42,184 | 63,276 | — | 2,933,398 | | | RSUs | 02/28/25 | 01/30/25 | — | — | — | — | — | 9,796 | 638,601 |

  115. Grants of Plan-Based Awards in 2025

    | (1) The amounts shown in these columns reflect the range of possible cash payouts under our 2025 Annual Bonus Program. The actual cash incentive amounts earned under our 2025 Annual Bonus Program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The 2025 annual cash incentive payments were made in February 2026. |

  116. Grants of Plan-Based Awards in 2025

    | (2) As described in the CD&A beginning on page 34, cash payouts under our 2025 Annual Bonus Program are linked to annual achievement of Business (weighed at 75%) and Individual (weighed at 25%) performance targets, and the payout can range from 0% to 175% of the target based on the overall achievement. Target amounts assume that the Business Achievement was 100% and Individual Achievement was 100%. Maximum amounts assume that the Business Achievement was 200% and Individual Achievement was 100%. |

  117. Grants of Plan-Based Awards in 2025

    | (3) Represents the number of PSUs granted in 2025 (i) to the NEOs pursuant to the 2025 Long-Term Incentive Program and (ii) to Mr. Siddiqui with respect to his special long-term incentive program granted in May 2025. With respect to the PSUs granted to the NEOs on 2/28/2025, the threshold, target and maximum share amounts reflect the number of shares that may be earned assuming that the applicable performance criteria is met at 50%, 100% and 150%, respectively. With respect to the PSUs granted to Mr. Siddiqui under our 2023 Omnibus Incentive Plan on 5/15/2025, the threshold, target and maximum share amounts reflect the number of shares that may be earned assuming that the applicable performance criteria is met at 50%, 100% and 200%, respectively. See Notes 4 and 5 to the 2025 Outstanding Equity Awards at Fiscal Year-End Table for more information. |

  118. Grants of Plan-Based Awards in 2025

    | (4) Represents the number of Matching RSUs awarded in February 2025 in connection with the 2024 Annual Bonus Program. The Matching RSUs are discussed in greater detail in the CD&A beginning on page 34. See also Note 2 to the 2025 Summary Compensation Table and Note 3 to the 2025 Outstanding Equity Awards at Fiscal Year-End Table for more information. |

  119. Grants of Plan-Based Awards in 2025

    | (5) This column represents the aggregate grant date fair value of the Matching RSUs and PSUs, calculated at target, awarded during 2025, measured in accordance with FASB ASC 718. See Note 1 to the 2025 Summary Compensation Table for further information. |

  120. Grants of Plan-Based Awards in 2025

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  121. Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Table

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning unexercised options, unvested time-based RSUs and unvested PSUs for each NEO outstanding as of the end of December 31, 2025. Each stock option, RSU and PSU is shown separately for each NEO.

  123. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS(1) | | | | | Name | Grant Date | Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Award Type | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Joshua Kobza | 05/05/17 | 200,000 | 56.92 | 5/4/2027 | Option | — | — | — | — | | | 02/22/23 | — | — | — | PSU(2) | — | — | 328,603 | 22,420,588 | | | 02/22/23 | — | — | — | RSU(3) | 7,097 | 484,210 | — | — | | | 02/23/24 | — | — | — | PSU(4)(5) | — | — | 126,766 | 8,649,225 | | | 02/23/24 | — | — | — | RSU(3) | 16,276 | 1,110,537 | — | — | | | 02/28/25 | — | — | — | PSU(4)(5) | — | — | 157,620 | 10,754,396 | | | 02/28/25 | — | — | — | RSU(3) | 15,048 | 1,026,735 | — | — | | | Total | 200,000 | — | — | — | 38,421 | 2,621,482 | 612,989 | 41,824,209 | | Sami Siddiqui | 02/24/17 | 80,000 | 55.55 | 02/23/27 | Option | — | — | — | — | | | 02/21/20 | 20,000 | 66.31 | 02/20/30 | Option | — | — | — | — | | | 02/22/23 | — | — | — | PSU(4)(6) | 32,635 | 2,226,681 | — | — | | | 02/22/23 | — | — | — | RSU(3) | 2,437 | 166,286 | — | — | | | 02/23/24 | — | — | — | PSU(4)(5) | — | — | 49,297 | 3,363,559 | | | 02/23/24 | — | — | — | RSU(3) | 7,400 | 504,921 | — | — | | | 02/28/25 | — | — | — | PSU(4)(5) | — | — | 70,928 | 4,839,433 | | | 05/15/25 | — | — | — | PSU(2) | — | — | 74,846 | 5,106,762 | | | 02/28/25 | — | — | — | RSU(3) | 7,737 | 527,915 | — | — | | | Total | 100,000 | — | — | — | 50,209 | 3,425,803 | 195,071 | 13,309,754 | | Axel Schwan | 02/23/18 | 40,000 | 58.44 | 02/22/28 | Option | — | — | — | — | | | 02/22/19 | 30,000 | 64.75 | 02/21/29 | Option | — | — | — | — | | | 02/21/20 | 56,000 | 66.31 | 02/20/30 | Option | — | — | — | — | | | 02/22/23 | — | — | — | PSU(4)(6) | 65,270 | 4,453,362 | — | — | | | 02/22/23 | — | — | — | RSU(3) | 4,295 | 293,037 | — | — | | | 02/23/24 | — | — | — | PSU(4)(5) | — | — | 56,340 | 3,844,068 | | | 02/23/24 | — | — | — | RSU(3) | 7,092 | 483,913 | — | — | | | 02/28/25 | — | — | — | PSU(4)(5) | — | — | 63,048 | 4,301,772 | | | 02/28/25 | — | — | — | RSU(3) | 9,310 | 635,251 | — | — | | | Total | 126,000 | — | — | — | 85,967 | 5,865,563 | 119,388 | 8,145,840 | | Thomas Curtis | 02/22/23 | — | — | — | PSU(4)(6) | 39,162 | 2,672,017 | — | — | | | 02/22/23 | — | — | — | RSU(3) | 2,488 | 169,724 | — | — | | | 02/23/24 | — | — | — | PSU(4)(5) | — | — | 63,382 | 4,324,576 | | | 02/23/24 | — | — | — | RSU(3) | 7,709 | 526,002 | — | — | | | 02/28/25 | — | — | — | PSU(4)(5) | — | — | 63,048 | 4,301,772 | | | 02/28/25 | — | — | — | RSU(3) | 7,232 | 493,422 | — | — | | | Total | — | — | — | — | 56,591 | 3,861,165 | 126,430 | 8,626,348 | | Jill Granat | 05/05/17 | 50,000 | 56.92 | 05/04/27 | Option | — | — | — | — | | | 02/21/20 | 25,000 | 66.31 | 02/20/30 | Option | — | — | — | — | | | 02/22/23 | — | — | — | PSU(4)(6) | 29,371 | 2,004,013 | — | — | | | 02/22/23 | — | — | — | RSU(3) | 3,929 | 268,075 | — | — | | | 02/23/24 | — | — | — | PSU(4)(5) | — | — | 35,212 | 2,402,542 | | | 02/23/24 | — | — | — | RSU(3) | 7,762 | 529,624 | — | — | | | 02/28/25 | — | — | — | PSU(4)(5) | — | — | 43,345 | 2,957,447 | | | 02/28/25 | — | — | — | RSU(3) | 7,549 | 515,085 | — | — | | | Total | 75,000 | | | | 48,611 | 3,316,797 | 78,557 | 5,359,989 |

  124. Outstanding Equity Awards at 2025 Fiscal Year-End

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  125. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The market value of the RSUs and the PSUs is calculated by multiplying the closing price of RBI’s common stock as reported on the NYSE on December 31, 2025 ($68.23) by the number of units. The number of units include dividend equivalents on (i) unvested RSUs and (ii) on unvested PSUs that accrued (in the form of additional units) on such awards during the vesting period. The dividend equivalents will convert to shares if and when the underlying RSUs or PSUs vest. |

  126. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) These PSUs represent the right to receive a variable number of shares based on RBI’s share price performance in the performance period of May 2025 to May 2028. The number of units and the market value is reflected at target. To the extent earned, these PSUs granted to Mr. Kobza will cliff vest on May 21, 2028, and these PSUs granted to Mr. Siddiqui will cliff vest on May 21, 2030. |

  127. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Matching RSUs granted in connection with the Bonus Swap Program for the fiscal year immediately preceding the year of the grant date (the “grant year”). Matching RSUs vest ratably on December 15th, over the four consecutive years starting with the grant year. Unvested Matching RSUs will be forfeited if any of the Investment Shares in connection with which these RSUs were granted are sold prior to the full vesting of these RSUs. |

  128. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The PSUs represent the right to receive a variable number of shares based on RBI’s relative total shareholder return measured over the applicable 3-year performance period. |

  129. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) For these PSUs, the number of units and the market value is reflected at target for the PSUs issued 2/23/2024 and for the PSUs issued 2/28/2025. These PSUs have a 3-year performance period running from the grant date, and to the extent earned, will vest on March 15th of the last year of the performance period. |

  130. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) The PSUs had a performance period from December 2022 to December 2025 and cliff vested at 80% of target on February 22, 2026 based on the Compensation Committee’s determination in January 2026 of the results of the performance condition. |

  131. Stock Vested in 2025

    Stock Vested in 2025 The following table shows, on an aggregated basis for each NEO, information regarding the vesting of restricted stock units and the value realized on the vesting of such restricted stock units during the fiscal year ended December 31, 2025. No NEOs exercised any options during 2025.

  132. Stock Vested in 2025

    | | Stock Awards(1) | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Joshua Kobza | 453,416 | 28,836,035 | | Sami Siddiqui | 137,610 | 7,532,388 | | Axel Schwan | 178,073 | 7,832,363 | | Thomas Curtis | 70,752 | 4,611,083 | | Jill Granat | 122,099 | 6,256,674 |

  133. Stock Vested in 2025

    | (1) These columns reflect the aggregate amount of stock vested in 2025 from (1) 2020 PSUs that had a performance period that ended December 31, 2021 and vested on February 21, 2025 (the fifth anniversary of the grant date) (2) 2022 PSUs that had a performance period that ended on December 31, 2024 and vested on February 25, 2025 and (3) time-based RSUs with annual installments that vested in 2025. |

  134. Stock Vested in 2025

    | (2) The value realized on vesting is calculated by multiplying the number of shares acquired on vesting (which includes the vesting of the dividend equivalents that accrued, in the form of additional units, on such awards during the vesting period) by the closing price of our shares reported on the NYSE on the applicable vesting date. |

  135. Stock Vested in 2025

    | (3) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Kobza, 177,719 shares; Mr. Siddiqui, 45,950 shares; Mr. Schwan, 65,371 shares; Mr. Curtis, 27,966 shares; and Ms. Granat, 38,056 shares. |

  136. Stock Vested in 2025

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  137. Pension Benefits

    Pension Benefits The Burger King Retirement Plan is a funded defined benefit plan open to Burger King Corporation employees who were employed prior to July 1, 2001. Eligible employees with continuing employment continue to be eligible for the plan. Benefits were frozen as of December 31, 2005 (or earlier), and no benefits were accrued after that date. Ms. Granat is the only NEO eligible for this plan.

  138. Pension Benefits

    | Named Executive Officer | Plan Name | Number of Years of Eligible Credited Service as of December 31, 2025 | Present Value of Accumulated Benefits ($)(1) | Payments During Last Fiscal Year ($) | | Jill Granat | The Burger King Retirement Plan | 27 | 63,945 | — |

  139. Pension Benefits

    | (1) The present value represents the value of the benefit payable at age 62 (or immediately if over age 62) and is based on the ICR 2025 mortality table and the 2025 plan year segment rates of 5.23% and 5.19%. |

  140. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below sets forth the potential payments that would be due to our named executive officers if they had been terminated on December 31, 2025. Payments for change in control assume both a change in control and termination of employment consistent with our double-trigger requirement to apply for payments related to a change in control event. We do not provide for any specific payments upon the occurrence of only a change in control.

  141. Programs

    Programs RBI U.S. Employee Severance Plan. Pursuant to the RBI U.S. Employee Severance Plan adopted on October 21, 2016 and updated on November 1, 2016, eligible employees of U.S. subsidiaries of RBI whose employment is involuntarily terminated due to a reduction in staff, position elimination, facility closing, closure of a business unit, organizational restructuring, or such other circumstances as RBI deems appropriate, are entitled to two weeks of base pay for every year worked, with an eight-week minimum and an eight-month maximum for employees at the level of vice president and above. In addition, employees are entitled to receive continued group medical, dental and vision coverage at the active employee rate for the longer of three months or the employee’s severance pay period, subject to certain conditions. The employee’s right to receive these benefits is subject to his or her execution of a general release of claims in favor of his or her employer and entry into other separation documents. Executive Retirement Program. In 2025, the Compensation Committee approved an amended Executive Leader Retirement Policy which provides that the CEO or any CEO Direct Report of at least age 63 and with the requisite employment tenure is eligible, if he or she desires to retire, to continue service in an advisory role for an additional two years after retirement pursuant to an agreement that (i) sets forth the material terms for such advisory role, including the training of a successor, (ii) requires that he or she devote at least 20% of his or her time to the role, (iii) requires that he or she not accept other employment, (iv) includes customary post-employment covenants and (v) includes any other terms as the Compensation Committee may approve. As of December 31, 2025, all of our NEOs were under age 63.

  142. Pay Versus Performance

    Pay Versus Performance As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“

  143. CAP

    | Year (1) | Summary Compensation Table Total for First PEO (Jose Cil) | Compensation Actually Paid to First PEO (2) (Jose Cil) | Summary Compensation Table Total for Second PEO (Joshua Kobza) | Compensation Actually Paid to Second PEO (2) (Joshua Kobza) | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income (millions) | Adj. Operating Income (3) (millions) | | 2025 | $0 | $0 | $15,159,780 | | 18,060,728 | $7,769,331 | $8,272,769 | $133 | $136 | $1,075 | $2,584 | | 2024 | $0 | $0 | $14,469,867 | ($ | 28,120,726) | $6,093,196 | $203,860 | $122 | $136 | $1,445 | $2,402 | | 2023 | $2,919,736 | $22,058,277 | $28,967,541 | | 77,213,418 | $7,215,978 | $12,712,740 | $142 | $130 | $1,718 | $2,200 | | 2022 | $17,051,342 | $27,404,712 | $0 | | 0 | $36,433,352 | $57,793,584 | $114 | $113 | $1,482 | $2,084 | | 2021 | $13,968,789 | $13,978,748 | $0 | | 0 | $6,914,601 | $6,379,416 | $103 | $123 | $1,253 | $1,977 |

  144. CAP

    | (2) Dollar amounts shown in this column represent compensation actually paid calculated by adjusting amounts in summary compensation table in accordance with SEC rules. As required, the dollar amounts include unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. Adjustments made are shown in below tables. |

  145. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance The most important measures used by RBI to link compensation actually paid to our NEOs for 2025 to our performance are disclosed below. For further information on these performance metrics and their function in our executive compensation program, refer to the Compensation Discussion & Analysis beginning on page 34.

  146. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    | • | Adjusted Operating Income |

  147. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    | • | Same Store Sales (or Comparable Sales) |

  148. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    | • | Net Restaurant Growth |

  149. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    | • | Franchisee Profitability |

  150. Disclosure of Most Important Measures Linking Compensation Actually Paid in 2025 to Company Performance

    | • | Total Shareholder Return |

  151. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between RBI total shareholder return and that of the S&P 500 Restaurants Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Dollar amounts are shown in millions.

  152. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  153. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  154. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (excluding our CEO) and the annual compensation of our CEO. We selected December 31, 2025 as the determination date for identifying the median employee. As of December 31, 2025, our CEO led our global workforce of approximately 53,500 employees working in locations around the world, including full-time and part-time employees, with approximately 33,700 located in the United States, approximately 2,100 located in Canada, and approximately 17,700 located internationally as of December 31, 2025. To identify the median employee based on a determination date of December 31, 2025, we:

  155. CEO PAY RATIO

    | • | Excluded 15,980 employees of the Burger King China, a business we acquired in February 2025 and divested to a joint venture in January 2026. |

  156. CEO PAY RATIO

    | • | Excluded all employees in the following countries under the de minimis exemption: Singapore (98), Brazil (95), Mexico (19), and Uruguay (1); |

  157. CEO PAY RATIO

    | • | Calculated annual total cash compensation for all remaining employees excluding the CEO for 2025; |

  158. CEO PAY RATIO

    | • | Identified the middle 21 employees using year-to-date payroll converted to US dollars as a consistently applied compensation measure; |

  159. CEO PAY RATIO

    | • | Calculated annual total compensation for the 21 middle employees based on the same methodology used for the Summary Compensation Table; and |

  160. CEO PAY RATIO

    | • | Re-ranked the middle 21 employees to select the median employee. |

  161. CEO PAY RATIO

    The annual total compensation of our CEO for 2025 was $15,159,780 (including $10,666,947 arising from the grant date fair value of PSUs). The total annual compensation for our median employee, a part-time restaurant crew member at a company owned Burger King location in the U.S., was $11,075. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2025 is 1,369 to 1. We believe this pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor RBI’s management uses the pay ratio measure in making any compensation decisions.

  162. CEO PAY RATIO

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