QSR 8-K Current Reports

Restaurant Brands International 8-K Report, Financial Results (Oct 29, 2026)

Restaurant Brands International Inc. reported third quarter 2026 results on October 29, 2026, furnished as Exhibit 99 to this Form 8-K. Consolidated System-wide Sales were $12,972 million, up 6.2% year-over-year on a constant currency basis, and Global Comparable Sales were 3.8%, including 8.4% at Burger King US and 3.9% at International. GAAP Income from Operations rose to $696 million from $663 million, and Diluted EPS from continuing operations was $1.54 versus $0.96. Adjusted Operating Income was $737 million (organic growth of 6.7%), Adjusted EBITDA was $829 million, and Adjusted Diluted EPS was $1.10 versus $1.03. Net Leverage improved to 4.0x from 4.4x a year earlier. The company stated that it remains on track for 8% organic Adjusted Operating Income growth in 2026. Burger King US drove results, with segment AOI up to $136 million from $123 million, while Popeyes was weaker, with Comparable Sales of negative 1.8% and AOI of $58 million versus $63 million. Tim Hortons Comparable Sales slowed to 1.5% from 4.2%, though AOI rose to $317 million, which the company attributed primarily to tariff refunds and System-wide Sales growth. GAAP results were also lifted by an income tax benefit of $133 million in the quarter, which the company attributed to discrete tax benefits from intra-group reorganizations. Capital returns remained significant: RBI returned $1.3 billion year to date through dividends and share repurchases, and the Board declared a $0.65 per share dividend for the fourth quarter of 2026, payable January 5, 2027. As of September 30, 2026, $768 million remained under the $1,000 million share repurchase authorization. The 2026 guidance was reaffirmed, including Segment G&A (excluding RH) of $600 million to $620 million and Adjusted Interest Expense, net of $500 million to $520 million.

Oct 29, 2026 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Aug 10, 2026)

Restaurant Brands International Inc. (NYSE/TSX: QSR) disclosed in this Form 8-K, filed August 10, 2026, that its subsidiary Restaurant Brands International Limited Partnership ("RBI LP") received an exchange notice from 3G Restaurant Brands Holdings LP, an affiliate of 3G Capital Partners Ltd., to exchange 2,784,549 Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy the notice by repurchasing all of these Exchangeable Units for cash, using available cash on hand. The exchange notice is irrevocable. The exchange date is scheduled for August 31, 2026, and the cash repurchase price will be based on the 20-day volume weighted average price of the Company's common shares on the NYSE in U.S. dollars, per the RBI LP limited partnership agreement. Once settled, the Exchangeable Units will be cancelled, reducing RBI's fully diluted common share count by the same number. The filing states that, on an as-adjusted basis after the exchange, RBH will hold approximately 21% of RBI's fully diluted common shares.

Aug 10, 2026 8-K

Shareholder MattersExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Aug 6, 2026)

Restaurant Brands International Inc. reported results for the three months ended June 30, 2026 in a press release furnished as Exhibit 99 to this Form 8-K. Consolidated System-wide Sales grew 6.4% year-over-year on a constant currency basis to $12,702 million, with Comparable Sales up 3.8%, including 8.5% at BK US and 5.5% at INTL. Total revenues rose to $2,520 million from $2,410 million, income from operations increased to $716 million from $483 million, and diluted EPS from continuing operations was $1.45 versus $0.58. Adjusted Operating Income was $715 million, up from $668 million, and Adjusted Diluted EPS was $1.07 compared with $0.94 a year earlier. The company said it returned $435 million to shareholders through dividends and share repurchases in the quarter, repurchasing 1,821,167 common shares for $137 million, and had $829 million remaining under its share repurchase authorization at June 30, 2026. Net leverage improved to 4.1x from 4.6x. Management reiterated its 2026 guidance, including Segment G&A (excluding RH) of $600 to $620 million, RH AOI of approximately $10 to $20 million, Adjusted Interest Expense, net of $500 to $520 million, and Total Capex and Cash Inducements of around $400 million, and said it remains on track for 8% organic Adjusted Operating Income growth in 2026. The quarter reflected a deconsolidation of BK China following the January 30, 2026 joint venture with CPE, which invested $350 million of primary capital, leaving RBI with a 17% equity interest accounted for under the equity method. Burger King US drove the quarter with comparable sales of 8.5%, while Popeyes US comparable sales declined 5.2%. The company also declared a $0.65 per share dividend for the third quarter of 2026, payable October 2, 2026.

Aug 6, 2026 8-K

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 3, 2026)

Restaurant Brands International Inc. held its 2026 Annual Meeting of Shareholders on June 3, 2026. Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2027 Annual Meeting of Shareholders or until a successor is elected or appointed. Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors through the 2027 Annual Meeting, authorizing the directors to fix the auditors' remuneration. The say-on-pay proposal recorded 387,547,825 votes for and 9,993,041 votes against, with 104,276 votes withheld and 5,533,070 broker non-votes. Among the director nominees, Alexandre Behring drew the most votes against (10,905,772), followed by Marc Lemann (5,882,501). Each nominee received substantially more votes for than against. The filing reports no other corporate actions.

Jun 3, 2026 8-K

Restaurant Brands International 8-K Report, Financial Results (May 6, 2026)

Restaurant Brands International Inc. reported first-quarter 2026 results on May 6, 2026, furnished as Exhibit 99 to this Form 8-K. Consolidated system-wide sales grew 6.2% year-over-year on a constant currency basis to $11.51 billion, with comparable sales accelerating to 3.2% (from 0.1% a year earlier). GAAP total revenues rose to $2.264 billion from $2.109 billion, income from operations increased to $606 million from $435 million, and diluted EPS from continuing operations was $0.97 versus $0.49. Adjusted Operating Income (AOI) reached $610 million, up 13.0% nominally and 10.7% organically, while Adjusted Diluted EPS was $0.86, up 14.6% nominally and 11.0% organically. The company stated it remains on track for 8%+ organic AOI growth in 2026. Capital returns and balance sheet items were also highlighted. The company resumed share repurchases in March, repurchasing 463,442 shares for $34 million in the quarter, and continues to expect to repurchase $500 million in 2026. The Board declared a $0.65 per share dividend for the second quarter of 2026, payable July 7, 2026. Net leverage improved to 4.2x from 4.7x a year earlier, and cash and cash equivalents were $1.012 billion at March 31, 2026. Segment results were mixed. International (INTL) system-wide sales rose 11.1% and AOI increased to $196 million from $138 million, aided by the resumption of royalties from BK China following its deconsolidation into a joint venture with CPE. Burger King US comparable sales grew 5.8%, with BK AOI rising to $115 million. Popeyes (PLK) comparable sales declined 6.5% and its AOI fell to $57 million from $60 million. Tim Hortons comparable sales rose 1.6%, and its AOI was $229 million.

May 6, 2026 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 12, 2026)

Restaurant Brands International Inc. (QSR) reported fourth quarter and full year 2025 results on February 12, 2026. Consolidated system-wide sales grew 5.8% in the fourth quarter and 5.3% for 2025, with consolidated comparable sales up 3.1% in Q4 and 2.4% for the full year. GAAP income from operations was $621 million in Q4, down 2.2%, and $2.20 billion for the full year, down 9.0%, while diluted EPS from continuing operations was $0.60 for Q4 and $2.63 for 2025. Adjusted Operating Income (AOI) rose to $674 million in Q4 (organic AOI growth of 15.6%) and $2.58 billion for 2025 (organic growth of 8.3%). The company stated it achieved its 2025 targets for organic AOI growth and net leverage, which was 4.2x at year-end, and returned about $1.1 billion to shareholders in 2025. The filing also discloses the Burger King China transaction: RBI sold control to CPE, which will own about 83% of the new BK China joint venture, while RBI keeps about 17%. The deal closed January 30, 2026, and RBI recognized a $114 million non-cash charge in 2025, included in discontinued operations. Net loss from discontinued operations was $126 million for 2025. Beginning in 2026, RBI will account for its BK China interest under the equity method and recognize royalty revenue in the INTL segment. Management set 2026 guidance for Segment G&A (excluding RH) of $600 million to $620 million, RH Segment G&A of about $100 million, Adjusted Interest Expense, net of $500 million to $520 million, and Total Capex and Cash Inducements of around $400 million. It declared a Q1 2026 dividend of $0.65 per share and set a 2026 annual dividend target of $2.60 per share. The long-term algorithm for 2024 to 2028 remains 3%+ comparable sales and 8%+ organic AOI growth.

Feb 12, 2026 8-K

Financial EventsRegulation FDOther Events+1

Restaurant Brands International 8-K Report, Material Agreement (Nov 14, 2025)

Restaurant Brands International Inc. (QSR) disclosed on November 13, 2025 that HL1 17 LP, an affiliate of 3G Capital Partners Ltd. (the Selling Shareholder), is selling up to 17,626,570 common shares in an underwritten secondary offering. The shares are being acquired through the exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership (RBI LP). The Underwriting Agreement with BofA Securities, Inc. prices the shares at $68.72 per common share, and the offering is expected to close on November 17, 2025. RBI itself will not sell any common shares in the offering and will not receive any proceeds from it. The aggregate number of exchangeable units and RBI common shares outstanding will not change as a result of the transactions. The Selling Shareholder has entered into a forward sale agreement with BofA Securities covering up to 17,626,570 shares, which is expected to settle on or before December 3, 2025, together with the exchange. The Selling Shareholder, 3G Restaurant Brands Holdings LP and an affiliate have agreed to a lock-up of their common shares and exchangeable securities for 45 days after the offering date, subject to exceptions and the underwriter's consent. RBI and the Selling Shareholder have agreed to indemnify the underwriter against certain liabilities, including under the Securities Act of 1933. The filing also furnishes two press releases dated November 13, 2025 covering the exchange notice and the pricing.

Nov 14, 2025 8-K

Restaurant Brands International 8-K Report, Material Impairment (Nov 10, 2025)

Restaurant Brands International Inc. (NYSE: QSR) announced that its Board approved on November 7, 2025 a joint venture with CPE Alder Investment Limited, a fund managed by CPE, for the operations of Burger King China. Under the transaction, CPE will invest $350 million of new primary capital into the Burger King China JV at closing and will own approximately 83% of the JV, while RBI retains approximately 17% and a seat on the JV's Board. RBI will not receive any cash proceeds, as the capital remains in the JV to support growth. The company entered into the joint venture on November 8, 2025. In connection with the decision to sell a significant portion of the Burger King China business and the valuation implied by the sale, RBI stated it will be required under GAAP to take a non-cash charge of approximately $150 million on its Burger King China holdings. The Burger King China operations are classified as Held for Sale and their results are reported in Discontinued Operations. RBI disclosed this charge under Item 2.06 (Material Impairments). Under a 20-year master development agreement, a wholly-owned subsidiary of the JV will hold exclusive rights to develop the Burger King brand in China, with annual development targets. The plan aims to grow the footprint from approximately 1,250 restaurants today to double that by 2030 and to more than 4,000 by 2035. The transaction is expected to close in the first quarter of 2026, subject to customary regulatory approvals. RBI will begin recognizing royalties from Burger King China in its International segment, with a step-up to the full historical royalty rate over time.

Nov 10, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Oct 30, 2025)

Restaurant Brands International Inc. (QSR) reported third-quarter 2025 results on October 30, 2025, per Exhibit 99 furnished with this Item 2.02 Form 8-K. Consolidated system-wide sales grew 6.9% year-over-year to $12.28 billion for the quarter, with International system-wide sales growth of 12.1% and consolidated comparable sales of 4.0%. Total revenues rose to $2.45 billion from $2.29 billion, while income from operations increased 14.8% to $663 million. Adjusted Operating Income (AOI) was $702 million, and Adjusted Diluted EPS was $1.03, up from $0.93. Diluted EPS from continuing operations was $0.96 versus $0.79 a year earlier. For the nine months ended September 30, 2025, income from operations declined 11.4% to $1.58 billion from $1.78 billion, while AOI rose to $1.91 billion from $1.82 billion. Net leverage was 4.4x, down from 4.8x a year earlier. The company stated it remains on track for at least 8% organic AOI growth in 2025 and reaffirmed its long-term algorithm of 3%+ comparable sales and 8%+ organic AOI growth on average from 2024 to 2028. The filing also declared a fourth-quarter 2025 dividend of $0.62 per common share and partnership exchangeable unit, payable January 6, 2026. BK China, acquired in February 2025, is classified as held for sale and reported as discontinued operations, and the company is seeking a new controlling shareholder for it. The company updated 2025 Total Capex and Cash Inducements guidance to around $400 million, while maintaining Segment G&A and Adjusted Interest Expense guidance.

Oct 30, 2025 8-K

Shareholder MattersExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Aug 7, 2025)

Restaurant Brands International Inc. reported second quarter 2025 results on August 7, 2025, as furnished in Exhibit 99. Consolidated system-wide sales grew 5.3% year-over-year to $11,853 million, with International system-wide sales up 9.8%. Comparable sales accelerated to 2.4%, including 4.1% at Burger King International and 3.6% at Tim Hortons Canada. GAAP income from operations fell to $483 million from $663 million, while Adjusted Operating Income rose to $668 million from $632 million, an organic AOI growth of 5.7%. Adjusted diluted EPS was $0.94 versus $0.86, and net leverage improved to 4.6x from 5.0x. The company reiterated it remains on track for 8%+ organic Adjusted Operating Income growth in 2025. The company declared a quarterly dividend of $0.62 per share, payable October 7, 2025. It also approved a new $1 billion share repurchase authorization running from September 15, 2025 to September 30, 2027, which replaces the prior authorization. Management stated it remains committed to prioritizing debt reduction in the near term. Updated 2025 guidance includes Adjusted Interest Expense, net of around $520 million, alongside unchanged Segment G&A and capex guidance. GAAP results were pressured by a $149 million other operating expense in the quarter, compared with $7 million a year earlier, and by the Carrols Burger King restaurants now consolidated in the Restaurant Holdings segment. BK China has been classified as held for sale and reported as discontinued operations.

Aug 7, 2025 8-K

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 3, 2025)

On June 3, 2025, Restaurant Brands International Inc. held its 2025 Annual Meeting of Shareholders. Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2026 Annual Meeting or until a successor is elected or appointed. They also approved, on an advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors until the 2026 Annual Meeting, with the directors authorized to fix the auditors' remuneration. Shareholders did not approve three shareholder proposals regarding antibiotics policy, food waste, and defining director independence. The filing notes that Proposal 7 was withdrawn before the meeting. The director elections drew varying levels of support. For example, Alexandre Behring received 365,696,963 votes for and 29,940,909 against, Jordana Fribourg received 377,685,447 for and 18,112,646 against, and Marc Lemann received 378,525,418 for and 17,274,360 against. Daniel S. Schwartz received 391,291,201 votes for and 4,597,832 against. The advisory say-on-pay proposal received 384,670,481 votes for, 9,993,827 against, and 1,293,683 withheld. The KPMG appointment received 386,532,921 votes for and 15,024,384 withheld. All three shareholder proposals failed. The antibiotics policy proposal received 44,653,097 votes for, 226,137,944 against, and 125,166,932 withheld. The food waste proposal received 44,551,850 for, 226,622,791 against, and 125,119,115 withheld. The director independence proposal received 37,574,539 for, 233,718,724 against, and 125,000,411 withheld. The filing reports broker non-votes for each proposal, and its only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).

Jun 3, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (May 8, 2025)

Restaurant Brands International Inc. reported first quarter 2025 results for the three months ended March 31, 2025, under Exhibit 99 to this Form 8-K. Consolidated system-wide sales grew 2.8% year-over-year to $10,496 million, including 8.6% growth in International, while global comparable sales were 0.1%, or over 1% excluding a Leap Day impact estimated at 110 basis points. Total revenues rose to $2,109 million from $1,739 million, driven by the new Restaurant Holdings segment, while income from operations fell to $435 million from $544 million. Adjusted Operating Income was roughly flat at $539 million versus $540 million, with organic AOI growth of 2.6%, and diluted EPS from continuing operations was $0.49 versus $0.72. Net leverage was 4.7x compared with 4.8x a year earlier. Management said the company is making solid progress despite a slower start to the year, sees encouraging momentum in the second quarter, and remains on track for at least 8% organic Adjusted Operating Income growth in 2025. The company also declared a second-quarter 2025 dividend of $0.62 per common share and partnership exchangeable unit, payable July 8, 2025. The filing notes that Burger King China was acquired on February 14, 2025 and classified as held for sale and discontinued operations, and that the company now expects Segment G&A (excluding Restaurant Holdings) of $600 million to $620 million for 2025. The filing also reaffirms 2025 guidance for adjusted interest expense, net of $500 million to $520 million, Restaurant Holdings Segment G&A of approximately $100 million, and Total Capex and Cash Inducements of $400 million to $450 million. Long-term algorithm targets for 2024 to 2028 remain 3%+ comparable sales and 8%+ organic AOI growth, with 5%+ net restaurant growth now expected toward the end of the period.

May 8, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Apr 28, 2025)

Restaurant Brands International Inc. (NYSE/TSX: QSR) furnished this Form 8-K under Item 7.01 (Regulation FD) on April 28, 2025, to provide its 2024 Restaurant Brands for Good report as Exhibit 99.1. The filing contains no financial results, guidance, or transaction disclosures; it is a sustainability and corporate responsibility report covering the Food, Planet, and People & Communities pillars across its four brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs. The report states that RBI operates more than 32,000 restaurants in over 120 countries and territories, with nearly $45 billion in annual system-wide sales. Key environmental disclosures include total Scope 1, 2, and 3 emissions of 28,888,230 MtCO2e in 2024 versus 30,091,467 MtCO2e in 2022 (a 4.0% decrease, as stated), with Scope 1 emissions rising 27% excluding the Carrols acquisition, which the report attributes to more corporate-owned restaurants. The report also notes RBI agreed in early 2024 to temporarily acquire 1,082 U.S. Burger King franchises from Carrols Restaurant Group, which it plans to largely refranchise. Progress on animal welfare commitments is mixed: U.S. cage-free egg compliance reached 23% as of March 2025, and sow housing compliance reached 80% globally. For investors, the report is largely non-financial. It sets 2030 SBTi-aligned targets, including a 50% reduction in absolute Scope 1 and 2 emissions and a 50% reduction in Scope 3 emissions intensity versus a 2019 baseline, and notes RBI intends to update that baseline to 2022. The report also highlights the company's Dow Jones Sustainability North America Index Best-in-Class recognition for a third consecutive year and charitable giving figures such as more than $11 million from the Firehouse Subs Public Safety Foundation.

Apr 28, 2025 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Feb 18, 2025)

Restaurant Brands International Inc. and Restaurant Brands International Limited Partnership filed this Current Report on Form 8-K dated February 18, 2025, disclosing that a subsidiary acquired all of the equity interests in the joint venture that owns the franchised Burger King business in China from TFI Asia Holdings BV and Pangaea Two Acquisition Holdings XXIII, Ltd. The purchase price was approximately $158 million in an all-cash transaction. As a result, RBI now owns nearly 100% of the business. The filing is furnished under Item 7.01 (Regulation FD) and Item 8.01 (Other Events). According to the attached press release (Exhibit 99.1), RBI intends to engage advisors to help identify a new local partner that would inject primary capital into the business and become the controlling shareholder. The company said this aligns with its long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business. The release notes Burger King in China grew from about 60 restaurants in 2012 to about 1,500 today, and that TFI will continue expanding its operations in Turkey. RBI also remains a partner with Cartesian in the Tim Hortons business in China. The filing is largely a strategic and operational update rather than a financial disclosure, and it does not report earnings or financial results. Investors may focus on the purchase price, the planned search for a new local operating partner, and the continued emphasis on franchising in China. The release's forward-looking statements flag risks including competition, macroeconomic conditions, doing business in China and Turkey, currency fluctuations, tariffs, and geopolitical conflicts.

Feb 18, 2025 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 12, 2025)

Restaurant Brands International Inc. furnished a press release and supplemental financial and operational information reporting results for the three and twelve months ended December 31, 2024. Global system-wide sales were $11,279 million in the fourth quarter, up 5.6%, and $44,476 million for the full year, up 5.4%. Comparable sales rose 2.5% in the fourth quarter and 2.3% for the year. Total revenues were $2,296 million in the fourth quarter (versus $1,820 million a year earlier) and $8,406 million for 2024 (versus $7,022 million), and income from operations was $2,419 million for the year, up 17.9%. The increases reflect the Carrols and PLK China acquisitions completed in May and June 2024, which established the Restaurant Holdings segment. Net income declined to $361 million in the fourth quarter from $726 million, and to $1,445 million for the year from $1,718 million. Diluted earnings per share were $0.79 for the quarter and $3.18 for the year. Income tax expense was $139 million in the fourth quarter, compared with a benefit of $410 million in the prior-year quarter. On a non-GAAP basis, Adjusted Operating Income was $578 million in the fourth quarter and $2,402 million for 2024, with organic AOI growth of 13.7% and 9.0%, respectively. Adjusted diluted EPS was $0.81 for the quarter and $3.34 for the year. Net leverage was 4.6x at year-end, compared with 4.8x a year earlier. Free cash flow was $1,302 million for 2024. The company returned approximately $1.0 billion to shareholders in 2024, and its board declared a $0.62 per share dividend for the first quarter of 2025, with a targeted total of $2.48 per share for 2025. For 2025, the company guided to Segment G&A (excluding RH) of $650 million to $670 million, RH Segment G&A of approximately $100 million, Adjusted Interest Expense, net of $500 million to $520 million, and consolidated capital expenditures, tenant inducements and incentives of $400 million to $450 million. Burger King's multi-year Reclaim the Flame plan includes up to $700 million of investment through 2028, with $133 million funded toward the up to $550 million Royal Reset component as of December 31, 2024. The company reaffirmed its long-term algorithm for 2024 to 2028 of 3%+ comparable sales, 5%+ net restaurant growth, and 8%+ system-wide sales growth, noting that net restaurant growth expectations may be reassessed after the Burger King China master franchisee situation is resolved.

Feb 12, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Nov 5, 2024)

Restaurant Brands International Inc. reported third-quarter 2024 results for the three months ended September 30, 2024, furnished as Exhibit 99. Consolidated system-wide sales rose 3.2% year-over-year to $11,433 million, while consolidated comparable sales were 0.3%, including 2.7% at TH Canada and 1.8% at INTL. Total revenues were $2,291 million versus $1,837 million, largely reflecting the inclusion of the Restaurant Holdings (RH) segment following the Carrols and PLK China acquisitions. Income from operations was $577 million compared with $582 million, and diluted EPS was $0.79, consistent with the prior year. Adjusted Operating Income rose to $652 million, up 6.1% on an organic basis (excluding FX and RH), and Adjusted Diluted EPS was $0.93, up 4.6% organically. The company stated that five franchisor segments (TH, INTL, BK, PLK and FHS) each delivered year-over-year growth in Adjusted Operating Income, and that consolidated comparable sales improved in October. Management reiterated its expectation of 8%+ organic Adjusted Operating Income growth for 2024. Net Debt was $12,950 million, with Adjusted EBITDA Net Leverage at 4.8x, flat year-over-year, and the company declared a $0.58 per share dividend for the fourth quarter of 2024. Burger King's comparable sales declined 0.7% and system-wide sales fell 1.5%, and PLK's comparable sales declined 4.0%, while FHS comparable sales fell 4.8%. Net Income attributable to common shareholders was $252 million, unchanged from the prior year. The company also issued $500 million of 5.625% First Lien Senior Secured Notes due 2029 and redeemed its 5.750% notes due 2025, leaving no material debt maturities until 2028, and it maintained its 2024 guidance for Adjusted Interest Expense, net and capital expenditures while updating Segment G&A guidance.

Nov 5, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Sep 13, 2024)

Restaurant Brands International Inc. (QSR) reported that on September 13, 2024, its subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) entered into an indenture with Wilmington Trust, National Association, as trustee and collateral agent, for the issuance of $500 million aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029. The Issuers sold the Notes to Morgan Stanley & Co. LLC and other initial purchasers. The Issuers expect to use the proceeds, together with cash on hand, to redeem in full their outstanding 5.750% First Lien Senior Secured Notes due 2025 and to pay related fees and expenses. The Notes mature on September 15, 2029, pay interest semi-annually beginning March 15, 2025, and are guaranteed on a first lien senior secured basis by the Restaurant Brands International Limited Partnership (the Partnership) and certain of its wholly owned restricted subsidiaries. The Notes may be redeemed at any time before September 15, 2026 at a make-whole premium, with an option to redeem up to 40% of the principal from certain equity offerings at 105.625%, and up to 10% in each twelve-month period at 103%. Holders may require repurchase at 101% of principal upon a change of control. The indenture contains customary covenants limiting indebtedness, liens, dividends, investments, asset sales and affiliate transactions, along with customary events of default. Certain initial purchasers and their affiliates may hold portions of the 2025 First Lien Notes and may receive a share of the proceeds.

Sep 13, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

Restaurant Brands International 8-K Report, Material Agreement (Sep 4, 2024)

Restaurant Brands International Inc. (NYSE/TSX: QSR) disclosed on September 3, 2024 that its subsidiaries, 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer), entered into a purchase agreement with Morgan Stanley & Co. LLC, as representative of the initial purchasers, for a private offering of $500 million in aggregate principal amount of 5.625% First Lien Senior Secured Notes due 2029. The notes are being sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and the offering is expected to close on or about September 13, 2024. The Issuers plan to use the proceeds, together with cash on hand, to redeem in full their outstanding $500 million of 5.750% First Lien Senior Secured Notes due 2025 and to pay related fees and expenses. Per the pricing press release (Exhibit 99.2), the combined effect of the new notes offering and the redemption of the 2025 Notes will be neutral to net leverage and accretive to interest expense. The notes will be guaranteed by Restaurant Brands International Limited Partnership and by Holdings' wholly-owned subsidiaries that guarantee the Issuers' existing senior secured credit facilities. The company also called the 2025 Notes for redemption at 100.000% of principal plus accrued and unpaid interest, though the filing states it is not itself a notice of redemption. The filing is primarily a refinancing and liability management event rather than an operating update, and it contains no operating or earnings figures.

Sep 4, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Aug 13, 2024)

Restaurant Brands International Inc. (QSR) filed this Form 8-K on August 13, 2024 to disclose a secondary offering of common shares by HL1 17 LP, an affiliate of 3G Capital Partners Ltd. On August 12, 2024, the company entered into an underwriting agreement with BofA Securities, Inc. covering up to 6,528,013 common shares. These shares relate to an exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership (RBI LP) into common shares. The offering is priced at $68.31 per common share, and the Selling Shareholder entered into a forward sale agreement with BofA Securities covering the same number of shares. RBI will not sell any common shares in the offering and will not receive any proceeds from it. The aggregate number of exchangeable units and common shares outstanding will not change as a result of the transactions. The offering is expected to close on August 14, 2024, and the forward sale settlement and the exchange are expected to occur on or before August 30, 2024. The 3G Funds have agreed to a lock-up of their common shares and exchangeable securities for 45 days after the offering date, subject to certain exceptions. For investors, the filing is primarily a disclosure of a large secondary sale by a major shareholder rather than a company-level financing event. The company states it receives no proceeds, and the filing does not describe any change to operations, guidance, or financial results.

Aug 13, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Aug 8, 2024)

Restaurant Brands International Inc. reported results for the three months ended June 30, 2024 in Exhibit 99 to this Form 8-K, furnished August 8, 2024. Consolidated system-wide sales increased 5.0% year-over-year to $11,252 million, with global comparable sales up 1.9%: Tim Hortons Canada comparable sales rose 4.9%, International (INTL) rose 2.6%, and Burger King US was flat at (0.1)%. Total revenues were $2,080 million versus $1,775 million, income from operations was $663 million versus $554 million, and net income was $399 million versus $351 million. Diluted EPS was $0.88 versus $0.77, and Adjusted Operating Income was $632 million, which the filing says increased 9.3% organically. Adjusted Diluted EPS was $0.86, up 3.1% organically. The quarter included the May 16, 2024 acquisition of Carrols Restaurant Group, which the company said had an enterprise value of approximately $1,000 million, and created a new Restaurant Holdings (RH) segment for the Carrols Burger King restaurants. The PLK China acquisition closed June 28, 2024 and will be consolidated beginning in the third quarter of 2024. The $79 million gain recognized on the company's existing 15% Carrols equity interest contributed to the year-over-year increase in income from operations. Net debt was $13.2 billion, with Net Income Net Leverage of 7.3x and Adjusted EBITDA Net Leverage of 5.0x as of June 30, 2024. The Board declared a $0.58 per share dividend payable October 4, 2024, and the company plans to submit a new normal course issuer bid. The filing reiterates 2024 guidance for capital expenditures of about $300 million and updates Adjusted Net Interest Expense to $565 million to $575 million and Segment G&A (excluding RH) to $640 million to $660 million. Long-term guidance for 2024 to 2028 is unchanged.

Aug 8, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Jun 17, 2024)

On June 17, 2024, subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) of Restaurant Brands International Inc. issued $1,200 million aggregate principal amount of 6.125% First Lien Senior Secured Notes due June 15, 2029 to Morgan Stanley & Co. LLC and other initial purchasers under an indenture with Wilmington Trust, National Association, as trustee and collateral agent. The Issuers expect to use the net proceeds to refinance a portion of the Term Loan B Facility, pay related fees and expenses, and for general corporate purposes. The Notes are guaranteed on a first lien senior secured basis by Restaurant Brands International Limited Partnership and certain of its wholly owned restricted subsidiaries. The same day, the Issuers, the Partnership and other guarantors entered into Amendment No. 10 to the Credit Agreement dated October 27, 2014. It reprices the Term Loan B Facility from Adjusted Term SOFR plus 2.25% to Adjusted Term SOFR plus 1.75% and reduces its outstanding principal from $5,912 million to $4,750 million, using a portion of the Notes proceeds. The Term Loan B maturity and other key terms are substantially unchanged, and the Notes are structurally subordinated to the non-guarantor subsidiaries of the Partnership. The Notes carry customary covenants limiting additional debt, liens, dividends, investments, asset sales and affiliate transactions. They are redeemable at a make-whole premium before June 15, 2026, and holders have a change of control put at 101% of principal. The filing also states that certain initial purchasers and their affiliates are lenders or agents under the Term Loan B Facility and will receive a portion of the Notes proceeds.

Jun 17, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

Restaurant Brands International 8-K Report, Material Agreement (Jun 7, 2024)

Restaurant Brands International Inc. (QSR) disclosed that on June 6, 2024, its subsidiaries 1011778 B.C. Unlimited Liability Company (the Issuer) and New Red Finance, Inc. (the Co-Issuer) priced an offering of $1,200 million in aggregate principal amount of 6.125% First Lien Senior Secured Notes due 2029. The Notes were sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The offering was upsized by $200 million from the previously announced launch size of $1,000 million. The Notes are guaranteed on a senior secured basis by Restaurant Brands International Limited Partnership and by Holdings' wholly-owned subsidiaries that also guarantee the existing senior secured credit facilities. Closing is expected on or about June 17, 2024. The company expects to use the net proceeds to refinance a portion of the Issuers' existing term loan B facility due September 2030, pay related fees and expenses, and fund general corporate purposes. In connection with the offering, the term loan B facility is being repriced and downsized from $5,912 million at Adjusted Term SOFR plus 2.25% to $4,750 million at Adjusted Term SOFR plus 1.75%, with no change to its maturity. The company states the transactions are expected to be approximately neutral to net leverage and to result in annualized net interest savings.

Jun 7, 2024 8-K

Shareholder Matters

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 6, 2024)

Restaurant Brands International Inc. held its 2024 Annual Meeting of Shareholders on June 6, 2024. Shareholders elected all ten director nominees named in the management information circular and proxy statement, each to serve until the 2025 Annual Meeting. The directors who received the most votes for were Maximilien de Limburg Stirum (394,653,046 for) and Daniel S. Schwartz (394,911,858 for), while Alexandre Behring drew the largest number of votes against (27,647,362). Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 358,229,412 votes for and 38,094,581 against. They appointed KPMG LLP as auditors through the 2025 Annual Meeting and authorized the directors to fix the auditors' remuneration, with 384,932,402 votes for and 17,539,804 withheld. Shareholders did not approve any of the five shareholder proposals voted on. These covered water risk, antibiotics, disclosure of broiler KWIs and animal welfare metrics, plastic use, and requiring the Board Chair to be independent. Proposals 4, 5 and 9 were withdrawn by their proponents before the meeting.

Jun 6, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

Restaurant Brands International 8-K Report, Material Agreement (May 16, 2024)

Restaurant Brands International Inc. (QSR) reported on May 16, 2024 that it completed its acquisition of Carrols Restaurant Group, Inc. (formerly NASDAQ: TAST) for $9.55 per share in cash, an aggregate total enterprise value of approximately $1.0 billion. Carrols is the largest Burger King franchisee in the United States, operating 1,023 Burger King restaurants in 23 states and 59 Popeyes restaurants in six states. RBI stated it will invest a further $500M to accelerate the reimaging of more than 600 Carrols restaurants before refranchising the majority of the acquired portfolio to new or existing smaller franchise operators over the next seven years. To fund the deal, subsidiaries of RBI entered into Incremental Facility Amendment No. 6 and Amendment No. 9 to their Credit Agreement, increasing the existing term loan B facility from $5,162 million outstanding to a $5,912 million term loan B facility on the same terms. Proceeds, together with cash on hand, were used to complete the acquisition, including payoff of Carrols' credit agreement and redemption and discharge of its outstanding 5.875% senior notes due 2029. The amendment also changed the interest rate on Canadian dollar loans to be based on Term CORRA and made no other material changes to the credit agreement. The filing is primarily a financing and transaction-completion disclosure. Investors should note the added debt load from the larger term loan, offset in part by the acquisition of a large Burger King franchise system that management plans to reimage and then refranchise.

May 16, 2024 8-K

Restaurant Brands International 8-K Report, Financial Results (Apr 30, 2024)

Restaurant Brands International Inc. filed this Form 8-K on April 30, 2024 to furnish its press release and supplemental financial and operational information for the three months ended March 31, 2024 (Exhibit 99). Consolidated system-wide sales rose 8.1% year-over-year to $10.51 billion, and consolidated comparable sales increased 4.6%, with net restaurant count up 3.9%. Total revenues were $1.74 billion versus $1.59 billion, income from operations was $544 million versus $447 million, and net income was $328 million versus $277 million. Diluted EPS was $0.72 versus $0.61, while Adjusted Diluted EPS was $0.73 versus $0.75. Adjusted Operating Income was $540 million, and the filing states it grew 7.7% organically. Adjusted Net Income declined to $331 million from $340 million, reflecting higher adjusted income tax expense and interest expense as well as unfavorable FX movements. Free cash flow was $122 million, and net debt was $12.32 billion, with Adjusted EBITDA Net Leverage at 4.8x. Cash and cash equivalents were $1.05 billion at quarter end. The filing also covers pending and planned activity: the Carrols Restaurant Group acquisition for an aggregate enterprise value of approximately $1.0 billion, expected to close in the second quarter of 2024 and financed with cash on hand and $750 million of additional Term Loan B debt. Burger King announced an extension of its Royal Reset remodel program with an additional $300 million planned from 2025 through 2028. RBI declared a $0.58 per share dividend for the second quarter of 2024 and reaffirmed its long-term outlook for 2024 to 2028.

Apr 30, 2024 8-K/A

Restaurant Brands International 8-K/A Report, Executive Changes (Apr 12, 2024)

Restaurant Brands International Inc. (QSR) filed this Form 8-K to report a leadership change in its finance function. On March 14, 2024, the company announced that its Board appointed Sami Siddiqui to succeed Matthew Dunnigan as Chief Financial Officer. The final terms of Mr. Dunnigan's separation and termination of employment were agreed as of April 9, 2024. Under his separation agreement (the "Dunnigan Agreement"), Mr. Dunnigan will be eligible for severance benefits upon termination of employment, including an amount equivalent to his annual base salary and one year of health and welfare benefits. He will also vest in an additional 30% of his 2020 performance stock units, in recognition of completing four years of the five-year vesting period. In exchange, he has confirmed post-employment restrictive covenants covering non-competition, non-solicitation and confidentiality, along with non-disparagement, non-interference with franchisee relations, and a release of claims in favor of the Company. For investors, the filing is primarily a management transition disclosure. It does not state Mr. Siddiqui's compensation or effective start date, and the full terms are in the separation agreement filed as Exhibit 10.56.

Apr 12, 2024 8-K

Restaurant Brands International 8-K Report, Executive Changes (Mar 14, 2024)

Restaurant Brands International Inc. (QSR) filed a Form 8-K on March 14, 2024 under Item 5.02 to announce senior leadership changes effective immediately. Sami Siddiqui was appointed Chief Financial Officer, succeeding Matthew Dunnigan, whose separation terms were still being finalized at filing. Thiago Santelmo was appointed President - International, succeeding David Shear, who will transition to an advisor role through March 1, 2025 and then separate from the company. The filing states Mr. Siddiqui's annual salary increases from $625,000 to $685,000, with his target bonus remaining at 130% of salary. Mr. Shear's annual base salary is set at CHF177,838, he will no longer participate in annual incentive programs, and he will receive a $42,000 lump sum in lieu of post-employment health and welfare benefits in exchange for restrictive covenants and a release of claims. The filing also attaches a press release stating that Jeff Klein was appointed President of Popeyes US and Canada, and that a new President of EMEA and Popeyes Chief Marketing Officer will be named later. For investors, the changes are framed by management as supporting long-term targets of at least 40,000 restaurants, $60 billion in system-wide sales and $3.2 billion in Adjusted Operating Income by 2028. The CFO transition is the most significant change for capital allocation and financial reporting, and the press release credits Mr. Dunnigan with securing a strong capital structure and a balanced capital allocation framework.

Mar 14, 2024 8-K

Regulation FDOther EventsExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Feb 13, 2024)

Restaurant Brands International Inc. reported full-year and fourth-quarter 2023 results on February 13, 2024, furnished as Exhibit 99. For 2023, system-wide sales grew 12.2% to about $42.89 billion, net restaurant growth was 3.9%, and income from operations rose to $2,051 million from $1,898 million. Net income increased to $1,718 million from $1,482 million, and diluted EPS was $3.76 versus $3.25. Adjusted Operating Income was $2,200 million, up 7.5% organically, and Adjusted Diluted EPS was $3.24 versus $3.14. Fourth-quarter consolidated comparable sales rose 5.8%, and Q4 system-wide sales grew 9.6%. Cash generation and leverage were also highlighted. Net cash provided by operating activities was $1,323 million and free cash flow was $1,203 million for 2023. Net debt was $12.25 billion, with Adjusted EBITDA net leverage of 4.8x, down from 5.1x. The company returned nearly $1.5 billion to shareholders in 2023 and declared a $0.58 quarterly dividend for Q1 2024, with a targeted 2024 total of $2.32 per share. The company also changed its segments to five reportable segments and changed its segment profit measure from Adjusted EBITDA to Adjusted Operating Income. Subsequent events include an agreement announced January 16, 2024 to acquire the outstanding Carrols Restaurant Group shares not already held, at $9.55 per share in cash, for an aggregate enterprise value of about $1.0 billion, with closing expected in the second quarter of 2024. Q4 Income from operations and net income were boosted by a $367 million increase in net deferred tax assets, which reduced the Q4 effective tax rate by 115.8%.

Feb 13, 2024 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Jan 16, 2024)

On January 16, 2024, Restaurant Brands International Inc. (RBI) furnished an 8-K announcing an agreement to acquire all Carrols Restaurant Group, Inc. shares it does not already hold for $9.55 per share in cash, an aggregate total enterprise value of approximately $1.0 billion. The price represents a 23.1% premium to Carrols' 30-day volume-weighted average price as of January 12, 2024 and a 13.4% premium to the January 12, 2024 closing price. Carrols is the largest Burger King franchisee in the United States, operating 1,022 Burger King restaurants in 23 states plus 60 Popeyes restaurants in six states, and generated approximately $1.8 billion of system sales in the twelve months ended September 30, 2023. Burger King plans to invest approximately $500 million, funded by Carrols' operating cash flow, to remodel about 600 acquired restaurants that are not currently considered modern image, and expects to refranchise the vast majority of the portfolio to smaller franchisee groups over five to seven years. RBI expects the transaction to be approximately neutral to Adjusted Earnings per Share, with net leverage increasing minimally and the company remaining on track to reach its previously stated net leverage target of mid-four times by the end of 2024. The deal is not subject to a financing contingency and is expected to be funded with cash on hand and term loan debt for which RBI has received a financing commitment. Closing is expected in the second quarter of 2024, subject to HSR antitrust clearance, a majority-of-the-minority stockholder vote, and other customary conditions. RBI and its affiliates already hold approximately 15% of Carrols' outstanding equity, and affiliates of Cambridge Franchise Holdings, representing about 17% of outstanding shares, have agreed to vote in favor. The transaction was negotiated by a special committee of independent Carrols directors, which includes a 30-day "go shop" period allowing Carrols to solicit alternative proposals. The investor presentation cites a 6.6x EV / 2024E EBITDA multiple based on CapIQ consensus estimates for 2024 Adjusted EBITDA, and shows Carrols' Adjusted EBITDA rising from $4.3 million in Q1 2022 to $41.9 million in Q3 2023, with trailing-twelve-month Adjusted EBITDA of $142.3 million as of Q3 2023.

Jan 16, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Jan 8, 2024)

Restaurant Brands International Inc. (filed as RBI; NYSE/TSX: QSR) furnished this Form 8-K on January 8, 2024 to announce revisions to its reportable segments and its segment income measure. Beginning with the fourth quarter and year ended December 31, 2023, RBI will report five segments: Tim Hortons (TH), Burger King (BK), Popeyes Louisiana Kitchen (PLK), Firehouse Subs (FHS), and International (INTL). The company said the change reflects how its Chief Operating Decision Maker manages resource allocation and performance assessment. RBI also replaced Adjusted EBITDA as its segment income measure with Adjusted Operating Income (AOI). Unlike Adjusted EBITDA, AOI includes depreciation and amortization (excluding franchise agreement amortization) as well as share-based compensation and non-cash incentive compensation expense. RBI will continue to report Adjusted EBITDA on a consolidated and segment basis for supplemental purposes. The filing states that these changes affect only the allocation of results across segments and do not restate previously reported consolidated financial statements or previously reported consolidated non-GAAP adjustments. Exhibit 99.2 contains unaudited trending schedules covering 11 quarters (Q1 2021 through Q3 2023) on the new segment basis, including system-wide sales, restaurant counts, segment P&L, AOI and Adjusted EBITDA. The filing states that RBI will report under the new segments with its fourth-quarter and full-year 2023 results, expected before market open on February 13, 2024.

Jan 8, 2024 8-K

Restaurant Brands International 8-K Report, Material Agreement (Jan 4, 2024)

On December 28, 2023, Restaurant Brands International Inc. disclosed that its subsidiaries 1011778 B.C. Unlimited Liability Company (Parent Borrower), 1013421 B.C. Unlimited Liability Company (Existing Holdings), Restaurant Brands International Limited Partnership (New Holdings), and 1013414 B.C. Unlimited Liability Company (Intermediate Holdings) entered into Amendment No. 8 to the Credit Agreement dated October 27, 2014. The amendment, with New Red Finance, Inc. as an additional Borrower and JPMorgan Chase Bank, N.A. as administrative agent, joins New Holdings and Intermediate Holdings as Parent Guarantors, applies the negative covenants under Article VII of the Credit Agreement to New Holdings and its Restricted Subsidiaries, and makes other changes set forth in the amendment. The filing reports this under Item 1.01 and Item 2.03 (Creation of a Direct Financial Obligation). On the same date, the Parent Borrower, New Red, New Holdings, Intermediate Holdings, and Existing Holdings entered into supplemental indentures with Wilmington Trust, National Association, as trustee and collateral agent. These join New Holdings, Intermediate Holdings, and Existing Holdings as guarantors under five series of senior secured notes and designate New Holdings as the "issuer" solely for purposes of specified covenants (Sections 3.2 through 3.8, 3.19 and 3.20) under each indenture. The notes covered are the 3.875% First Lien Senior Secured Notes due 2028, 5.75% First Lien Senior Secured Notes due 2025, 3.5% First Lien Senior Secured Notes due 2029, 4.375% Second Lien Senior Secured Notes due 2028, and 4.0% Second Lien Senior Secured Notes due 2030. The changes primarily affect the corporate structure of the borrowing and guarantor group rather than the company's operations. The filing states the amendments are summarized and qualified by the complete agreements, which are filed as Exhibits 10.10(n) and 4.19.

Jan 4, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Restaurant Brands International 8-K Report, Financial Results (Nov 3, 2023)

Restaurant Brands International Inc. reported third quarter 2023 results on November 3, 2023, furnished as Exhibit 99. Consolidated system-wide sales increased 10.9% year-over-year to $11,223 million, and consolidated comparable sales rose 7.0%, with net restaurant growth of 4.2%. Total revenues were $1,837 million versus $1,726 million, while net income fell to $364 million from $530 million and diluted EPS was $0.79 versus $1.17. Adjusted EBITDA rose to $698 million from $642 million, and Adjusted Diluted EPS was $0.90 versus $0.96. The company said Adjusted EBITDA increased 9.3% organically, while Adjusted Diluted EPS decreased 5.6% organically. Management attributed the year-over-year decline in net income mainly to income tax expense in the current year versus a tax benefit in the prior year, along with FX movements, a loss on early extinguishment of debt, higher share-based compensation, and higher interest expense. Capital allocation was a major focus. The company repurchased approximately 2.1 million common shares for $142 million during the quarter, and a new $1,000 million repurchase authorization was approved on August 31, 2023, running through September 30, 2025. Subsequent to quarter end through October 31, 2023, it repurchased 5.5 million shares for $358 million, leaving $500 million remaining. The Board declared a fourth-quarter 2023 dividend of $0.55 per share. Net debt was $12.1 billion, with Adjusted EBITDA net leverage of 4.8x. During the quarter the Credit Agreement was amended to increase the revolver and term loans and extend maturities to 2028 and 2030. The filing also highlights Burger King's "Reclaim the Flame" plan, a $400 million investment over its life, of which $33 million toward Fuel the Flame and $45 million toward Royal Reset had been funded as of September 30, 2023. The filing notes that cost inflation, FX volatility, rising interest rates, and Middle East conflict could adversely affect the business.

Nov 3, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Sep 21, 2023)

Restaurant Brands International Inc. (QSR) reported in an 8-K filed September 21, 2023 that its subsidiaries entered into Amendment No. 7 to the Credit Agreement dated October 27, 2014, governing its senior secured credit facilities. The borrowers are 1011778 B.C. Unlimited Liability Company (Parent Borrower) and New Red Finance, Inc. (Subsidiary Borrower), with JPMorgan Chase Bank, N.A. as administrative agent. The amendment refinances and extends the company's existing borrowing capacity on the same security and guarantee terms as before. Under the 2023 Amendment, the Revolving Credit Facility increases from $1,000 million to $1,250 million, and its maturity extends from December 7, 2026 to September 21, 2028. The Term Loan A Facility increases from $1,234 million to $1,275 million, with the same maturity extension to September 21, 2028. The Term Loan B Facility increases from $5,163 million to $5,175 million, carries an increased interest rate of SOFR plus 225 basis points, and extends its maturity from November 19, 2026 to September 21, 2030. The amendment also removes the 10 basis point adjustment to the term SOFR rate across the facilities and loosens certain covenants to provide increased flexibility. The filing states that existing hedging arrangements, running generally through October 2028, remain in place and that the hedged proportion of floating rate exposure does not change in any material respect.

Sep 21, 2023 8-K

Regulation FD

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Sep 11, 2023)

Restaurant Brands International Inc., a corporation organized under the laws of Canada, filed this Current Report on Form 8-K on September 11, 2023 under Item 7.01 (Regulation FD Disclosure). The company is conducting investor meetings to provide an overview of its international businesses and has posted a presentation for these meetings on the Investor Relations Events & Presentations section of its website. The filing itself contains no financial results, guidance, or quantitative metrics. Its substance is limited to notice that the presentation is available, and the information is furnished rather than filed, meaning it is not deemed filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated. For investors, the principal takeaway is management's focus on its international operations during this period of investor engagement. Investors seeking the substance of the discussion will need to review the posted presentation directly, as the filing does not summarize its content.

Sep 11, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Aug 18, 2023)

Restaurant Brands International Inc. (TSX/NYSE: QSR) disclosed in this Form 8-K filed August 18, 2023, that its selling shareholder, HL1 17 LP, an affiliate of 3G Capital Partners Ltd., has entered into an underwriting agreement with BofA Securities for a secondary offering of up to 7,136,149 common shares at $68.75 per share. The shares are being offered in connection with the exchange of an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership into RBI common shares. The offering is expected to close on August 21, 2023, with the forward sale agreement and the exchange expected to settle on or before September 5, 2023. RBI itself will not sell any shares in the offering and will not receive any proceeds from it. The aggregate number of Exchangeable Units and RBI common shares outstanding will not change as a result of the transactions, since the units are canceled and an equal number of common shares are issued upon exchange. The 3G Funds have agreed, subject to certain exceptions, not to dispose of or hedge their common shares or exchangeable securities for 45 days after the offering date, and RBI and the selling shareholder agreed to indemnify the underwriter against certain liabilities. The filing also includes a legal opinion from Stikeman Elliott LLP on the validity of the shares (Exhibit 5.1) and two press releases dated August 16, 2023 (Exhibits 99.1 and 99.2) announcing the exchange notice, the commencement of the offering, and the pricing. Those press releases are furnished under Item 7.01 and are not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 18, 2023 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 8, 2023)

Restaurant Brands International Inc. reported second quarter 2023 results for the three months ended June 30, 2023, furnished under Item 2.02 as Exhibit 99. Consolidated system-wide sales increased 14.0% year-over-year to $10,946 million, consolidated comparable sales rose 9.6%, and net restaurant growth was 4.1%. Total revenues were $1,775 million versus $1,639 million, net income was $351 million versus $346 million, and diluted EPS was $0.77 versus $0.76. Adjusted EBITDA reached $665 million, up 10.3% on an organic basis, and Adjusted Diluted EPS was $0.85, up 6.6% organically. Segment results were broadly positive. Tim Hortons Adjusted EBITDA rose to $290 million from $274 million, Burger King to $288 million from $270 million, Popeyes to $73 million from $61 million, and Firehouse Subs to $14 million from $13 million. The filing notes that Burger King's advertising expenses exceeded advertising revenues due to its "Fuel the Flame" investment, and that Burger King had funded $32 million toward Fuel the Flame and $35 million toward Royal Reset as of June 30, 2023, under a planned $400 million "Reclaim the Flame" investment. Balance sheet and cash flow metrics showed total debt of $13.3 billion, net debt of $12.1 billion, Net Income Net Leverage of 8.1x and Adjusted EBITDA Net Leverage of 4.9x. Net cash from operating activities for the six months was $487 million versus $669 million a year earlier, and LTM Free Cash Flow was $1,188 million. The board declared a quarterly dividend of $0.55 per common share and partnership exchangeable unit, payable October 4, 2023. The filing also cites ongoing macroeconomic pressures from commodity, labor, energy and inflation trends, and notes that Russia results are excluded from key metrics beginning in 2023.

Aug 8, 2023 8-K

Shareholder Matters

Restaurant Brands International 8-K Report, Shareholder Vote Results (May 23, 2023)

Restaurant Brands International Inc. held its 2023 Annual Meeting of Shareholders on May 23, 2023. Shareholders elected all ten director nominees named in the management information circular and proxy statement, each to serve until the 2024 Annual Meeting. Among the nominees, Alexandre Behring received 347,230,379 votes for and 40,972,013 against, and Thecla Sweeney received 387,671,634 votes for and 836,724 against. Shareholders approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 289,628,220 votes for and 98,927,166 against. They also appointed KPMG LLP as auditors through the 2024 Annual Meeting, with 375,987,782 votes for and 19,019,747 withheld, and authorized the directors to fix the auditors' remuneration. Shareholders approved the 2023 Omnibus Incentive Plan, with 362,771,736 votes for and 25,758,905 against. Shareholders did not approve any of the four shareholder proposals. These covered annual glidepath ESG disclosure (12,042,855 for, 376,387,904 against), the company's report on lobbying activities and expenditures (95,061,901 for, 289,985,711 against), reporting on business strategy in the face of labour market pressure (61,190,962 for, 323,487,294 against), and reporting on the reduction of plastics use (141,863,130 for, 243,149,518 against). The filing also reports approximately 6.33 million broker non-votes on each proposal.

May 23, 2023 8-K

Restaurant Brands International 8-K Report, Financial Results (May 2, 2023)

Restaurant Brands International Inc. reported first quarter 2023 results on May 2, 2023, as furnished in Exhibit 99 to this Form 8-K. Consolidated system-wide sales were $9,832 million, up 14.7% year-over-year, and consolidated comparable sales rose 10.3%. Total revenues were $1,590 million versus $1,451 million, and net income was $277 million versus $270 million. Diluted EPS was $0.61 versus $0.59, while Adjusted Diluted EPS of $0.75 compared with $0.64 in the prior-year period. Adjusted EBITDA was $588 million versus $530 million, with segment income rising at Tim Hortons ($251 million vs. $231 million), Burger King ($256 million vs. $229 million), Popeyes ($66 million vs. $56 million) and Firehouse Subs ($15 million vs. $14 million). Net cash provided by operating activities fell to $95 million from $234 million, and LTM Free Cash Flow was $1,243 million versus $1,593 million. As of March 31, 2023, total debt was $13.4 billion, net debt was $12.3 billion, and net income net leverage was 8.3x versus 10.0x a year earlier, while Adjusted EBITDA net leverage was 5.1x versus 5.5x. The company declared a second-quarter 2023 dividend of $0.55 per common share and partnership exchangeable unit, payable July 6, 2023. The filing also notes that Burger King's "Reclaim the Flame" plan involves $400 million of investment over its life, with $20 million funded toward Fuel the Flame and $25 million toward Royal Reset as of March 31, 2023.

May 2, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Feb 28, 2023)

Restaurant Brands International Inc. (TSX/NYSE: QSR) filed this Form 8-K on February 28, 2023 to disclose a secondary offering of 2,213,851 common shares by HL1 17 LP, an affiliate of 3G Capital Partners LP. The shares are being sold by the selling shareholder, which receives them upon exchanging an equal number of Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership. The underwriter is BofA Securities, Inc., and the shares are priced at $63.99 per common share under a Underwriting Agreement dated February 27, 2023. RBI will not sell any shares in the offering and will not receive any proceeds from it. The aggregate number of exchangeable units and common shares outstanding will not change as a result of the transactions. The selling shareholder entered into a forward sale agreement with BofA Securities, which is expected to physically settle on or before March 16, 2023, when the selling shareholder will receive $63.99 per share in cash, subject to certain adjustments. The offering is expected to close on March 2, 2023. After the exchange and forward share settlement, 3G Restaurant Brands Holdings LP is stated to hold approximately 28.9% of the combined voting power of RBI. The 3G Funds have agreed, subject to exceptions, not to dispose of or hedge their common shares for 45 days following the offering date without the underwriter's consent.

Feb 28, 2023 8-K

Restaurant Brands International 8-K Report, Executive Changes (Feb 14, 2023)

On February 14, 2023, Restaurant Brands International Inc. (RBI) announced that its Board of Directors appointed Joshua Kobza as Chief Executive Officer, effective March 1, 2023, as part of its ongoing succession process. Kobza had served as Chief Operating Officer since January 2019 and previously as Chief Technology and Development Officer and Chief Financial Officer. José E. Cil, the outgoing CEO, will transition to an advisor role for one year. Patrick Doyle, Executive Chairman, will oversee Kobza in the new role. In connection with the appointment, the Board raised Kobza's annual salary from $840,000 to $900,000 and increased his target annual bonus from 185% to 200% of salary. He is also receiving 300,000 performance share units vesting in May 2028, with the same performance targets as those granted to Patrick Doyle when he became Executive Chairman in November 2022. Cil's base salary as advisor will be $200,000, and he will not participate in annual incentive programs. The company agreed to provide COBRA coverage for up to 18 months after his advisory term, and Cil provided a full release. The filing attaches a press release, Exhibit 99.1, announcing the leadership change. It describes RBI as owning Tim Hortons, Burger King, Popeyes and Firehouse Subs, with over $35 billion in annual system-wide sales and approximately 30,000 restaurants in more than 100 countries.

Feb 14, 2023 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 14, 2023)

Restaurant Brands International Inc. filed a Form 8-K under Item 2.02 (Results of Operations and Financial Condition) on February 14, 2023, furnishing as Exhibit 99 a press release and supplemental information on results for the three and twelve months ended December 31, 2022. For the full year, the company reported system-wide sales growth of 13.4%, net restaurant growth of 4.3%, net income of $1,482 million (versus $1,253 million), diluted EPS of $3.25 (versus $2.69), and adjusted diluted EPS of $3.14 (versus $2.82). Adjusted EBITDA was $2,378 million, up from $2,248 million, and the filing states it increased 7.5% on an organic basis. Net cash provided by operating activities was $1,490 million and free cash flow was $1,390 million. Fourth-quarter net income of $336 million included an income tax benefit, and consolidated comparable sales rose 7.9%. The filing describes Burger King's "Reclaim the Flame" plan, which involves $400 million of franchisee investments over two years. It also notes that Burger King is the only brand with restaurants in Russia, and that the company will exclude those franchised restaurants from its key performance indicators beginning in the first quarter of 2023. Net debt was $12,210 million, with net income net leverage of 8.2x and adjusted EBITDA net leverage of 5.1x. Leadership and capital return items include the appointment of Joshua Kobza as CEO effective March 1, 2023, with José Cil remaining for one year as an advisor. The board declared a $0.55 per share dividend for the first quarter of 2023 and is targeting $2.20 in total dividends per share for 2023. The company also returned nearly $1.3 billion of capital to shareholders in 2022, as described in the press release headline.

Feb 14, 2023 8-K

Leadership ChangesMaterial AgreementsExhibits & Filings

Restaurant Brands International 8-K Report, Executive Changes (Jan 3, 2023)

Restaurant Brands International Inc. (QSR) reported in this Form 8-K, filed January 3, 2023, that directors Neil Golden and John Prato resigned from the Board of Directors effective December 31, 2022. The company stated that the resignations were not the result of any disagreement with RBI on its operations, policies or practices. Effective January 2, 2023, the Board, on recommendation of the Nominating and Corporate Governance Committee, appointed J. Patrick Doyle and Cristina Farjallat to fill the vacancies. The Board also appointed Mr. Doyle as Executive Chair. Mr. Doyle had served as RBI's Executive Chairman, an officer position, since November 2022, and will receive no additional compensation for his board appointment. He previously served as CEO of Domino's Pizza from March 2010 to June 2018 and as an executive partner focused on the consumer sector at the Carlyle Group from September 2019 through November 2022. The Board determined that Ms. Farjallat is independent under New York Stock Exchange and Toronto Stock Exchange listing standards and applicable Canadian securities laws. She will participate in the non-management director compensation arrangements described in the company's 2022 Proxy Statement, and RBI intends to enter into an indemnification agreement with her.

Jan 3, 2023 8-K

Restaurant Brands International 8-K Report, Material Agreement (Nov 16, 2022)

Restaurant Brands International Inc. (NYSE/TSX: QSR) appointed J. Patrick Doyle, former CEO of Domino's Pizza (2010 to 2018), as Executive Chairman, effective immediately per a November 16, 2022 announcement. Doyle is expected to join the Board in January 2023 as Executive Chair. He will receive no base salary and no annual bonus; instead, he receives a one-time equity grant on or about November 21, 2022, consisting of 2,000,000 options at fair market value vesting after five years, 500,000 restricted stock units vesting ratably over five years, and 750,000 performance share units vesting after five and a half years, with payout from 50% (threshold) to 200% (maximum) based on share price appreciation. Separately, RBI entered into a stock purchase agreement on November 15, 2022 with Lodgepole 231 LLC, of which Doyle is the sole member, for 500,000 RBI common shares in a private placement at the five-day average closing price on the NYSE. The closing is expected on November 21, 2022, subject to regulatory approval, and Doyle has agreed to hold the shares for at least five years, subject to exceptions. The press release states this investment is worth approximately $30 million. The Board approved the private placement. The filing positions the appointment as a growth initiative, with the company citing its brands (Tim Hortons, Burger King, Popeyes and Firehouse Subs) and its goal of accelerating growth, franchisee profitability and shareholder returns. Daniel Schwartz and Alex Behring will continue on the Board, and CEO Jose Cil's leadership role is unchanged.

Nov 16, 2022 8-K

Restaurant Brands International 8-K Report, Financial Results (Nov 3, 2022)

Restaurant Brands International Inc. reported third-quarter 2022 results for the three months ended September 30, 2022, furnishing a press release and supplemental information as Exhibit 99. Consolidated system-wide sales grew 14.0% to $10,434 million, and global comparable sales rose 9.1%, led by Tim Hortons Canada and Burger King International. Total revenues increased to $1,726 million from $1,495 million, net income rose to $530 million from $329 million, and diluted EPS was $1.17 versus $0.70. Adjusted EBITDA reached $642 million compared with $607 million, and adjusted diluted EPS was $0.96 versus $0.76. Net income in the quarter benefited from an income tax benefit of $102 million, which the filing attributes largely to a $171 million net decrease in tax reserves. For the nine months ended September 30, 2022, net cash provided by operating activities was $1,067 million, and LTM free cash flow was $1,450 million. As of September 30, 2022, total debt was $13.4 billion, net debt was $12.5 billion, and net leverage was 5.2x. The board declared a fourth-quarter 2022 dividend of $0.54 per common share and partnership exchangeable unit, payable January 4, 2023. The company also described its "Reclaim the Flame" Burger King plan, under which it will invest $400 million over the next two years. The filing notes ongoing macro pressures, including the war in Ukraine, which the company says is expected to produce no profits from Russian restaurants in 2022 and had an estimated $12 million negative impact on Q3 organic adjusted EBITDA growth. It also cites rising commodity, labor and energy costs and inflation-related risks, and it reflects the first-quarter 2022 reclassification of technology revenues and expenses.

Nov 3, 2022 8-K

Restaurant Brands International 8-K Report, Financial Results (Aug 4, 2022)

Restaurant Brands International Inc. furnished a press release (Exhibit 99) reporting results for the three months ended June 30, 2022. Total revenues were $1,639 million versus $1,438 million a year earlier, while net income fell to $346 million from $391 million and diluted earnings per share were $0.76 versus $0.84. Adjusted EBITDA rose to $618 million from $577 million, and Adjusted Diluted EPS was $0.82 versus $0.77. The company stated that the year-over-year decrease in net income was primarily driven by income tax expense in the current year compared to a tax benefit in the prior year, unfavorable FX movements, and higher share-based compensation, partially offset by segment income gains in TH, BK and PLK and the inclusion of FHS. Operating momentum was strong at Tim Hortons and Burger King international. Consolidated comparable sales accelerated to 9.0% from 16.5% a year earlier as reported in the table, with Tim Hortons Canada comparable sales at 14.2% and Burger King international (rest of world) comparable sales at 18.4%. Global system-wide sales were $10,077 million, and digital sales exceeded $3 billion, representing 33% of system-wide sales as stated in the release. Burger King U.S. comparable sales were 0.4% for the quarter, and Firehouse Subs comparable sales were (1.4)%. Balance sheet and capital returns were also highlighted. Total debt was $13.4 billion, net debt was $12.6 billion and net leverage was 5.4x. The company repurchased 3.2 million common shares for $165 million in the quarter, leaving $123 million under its $1 billion authorization, and declared a third-quarter dividend of $0.54 per share. The filing also notes that Russia-operated Burger King restaurants reduced year-over-year organic adjusted EBITDA growth by an estimated $11 million, or 2.0%, in the quarter.

Aug 4, 2022 8-K

Shareholder Matters

Restaurant Brands International 8-K Report, Shareholder Vote Results (Jun 16, 2022)

Restaurant Brands International Inc. (QSR) reported the results of its 2022 Annual Meeting of Shareholders, held June 15, 2022. Shareholders elected all twelve director nominees named in the management information circular and proxy statement, each to serve until the close of the 2023 Annual Meeting. Alexandre Behring received the most withheld votes among nominees, with 27,616,114 withheld against 356,561,313 for, while the other nominees generally received overwhelming support. Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 373,633,013 votes for, 9,521,304 against, and 1,023,100 withheld. They appointed KPMG LLP as auditors through the 2023 Annual Meeting and authorized the directors to fix the auditors' remuneration, with 375,208,218 votes for and 15,142,143 withheld. A shareholder proposal asking the company to report on its business strategy in the face of labour market pressure, including information on franchisee human capital management, was not approved. It received 52,689,859 votes for and 324,932,791 against, with 6,554,765 withheld.

Jun 16, 2022 8-K

Restaurant Brands International 8-K Report, Financial Results (May 3, 2022)

Restaurant Brands International Inc. reported first quarter 2022 results on May 3, 2022, furnished as Exhibit 99 to this Form 8-K. Total revenues were $1,451 million versus $1,260 million a year earlier, and net income was $270 million versus $271 million. Diluted earnings per share were $0.59 versus $0.58, while Adjusted Net Income was $295 million and Adjusted Diluted EPS was $0.64 versus $0.55. Consolidated system-wide sales were $9,029 million, up 13.7% on a constant currency basis, and Adjusted EBITDA rose to $530 million from $480 million. The growth was led by Tim Hortons (comparable sales up 8.4%, with Canada up 10.1%) and Burger King (comparable sales up 10.3%, with rest of world up 20.1% and US roughly flat). Popeyes comparable sales declined 3.0%, and Firehouse Subs, acquired in December 2021, contributed $14 million of segment Adjusted EBITDA. Net leverage improved to 5.5x from 6.0x a year earlier, and LTM Free Cash Flow rose to $1,593 million from $938 million. The company returned over $400 million to shareholders in the quarter, including $161 million of share repurchases and a $0.54 per share dividend declared for the second quarter of 2022. The filing also states that Russia-related operations had a measurable but not material impact on consolidated results, with an estimated $12 million negative effect on year-over-year organic Adjusted EBITDA growth.

May 3, 2022 8-K

Restaurant Brands International 8-K Report, Financial Results (Feb 15, 2022)

Restaurant Brands International Inc. furnished an 8-K on February 15, 2022 containing its press release and supplemental financial information for the three and twelve months ended December 31, 2021. For full year 2021, total revenues were $5,739 million versus $4,968 million, net income attributable to common shareholders and noncontrolling interests was $1,249 million versus $748 million, and diluted EPS was $2.69 versus $1.60. Adjusted diluted EPS was $2.82 versus $2.03, and Adjusted EBITDA was $2,248 million, up 17.1% organically. Consolidated system-wide sales growth was 13.8% for the year and 13.8% for the fourth quarter, with global digital sales of $10 billion, described as nearly 30% of system-wide sales. Cash generation and capital returns were a focus. Net cash provided by operating activities was $1,726 million and free cash flow was $1,620 million. The company returned $1,525 million to shareholders through dividends and share repurchases, and net leverage was 5.5x at year end versus 6.1x a year earlier. The company acquired Firehouse Subs on December 15, 2021, and now reports four segments: Tim Hortons, Burger King, Popeyes and Firehouse Subs. The board declared a $0.54 per share dividend for Q1 2022 and targets $2.16 in total 2022 dividends. The filing also discloses a litigation settlement in China. The company expects to pay approximately $100 million in 2022 to resolve disputes with master franchisees for Burger King and Popeyes in China, of which $72 million was recorded in 2021 within litigation settlements and reserves. Management also noted that COVID-19 is expected to continue affecting results in 2022, and that labor and supply chain pressures persisted in 2021.

Feb 15, 2022 8-K

Restaurant Brands International 8-K Report, Regulation FD Disclosure (Feb 15, 2022)

Restaurant Brands International Inc. filed this Form 8-K on February 15, 2022 under Item 7.01 (Regulation FD) to share informational 2021 quarterly metrics for its Firehouse Subs brand, shown consistent with its fiscal calendar. The filing contains no consolidated financial results, guidance, or other corporate announcements; the data covers only the Firehouse Subs system. For Firehouse Subs, global system-wide sales were $254 million in Q1 2021, $286 million in Q2 2021, $278 million in Q3 2021 and $273 million in Q4 2021. Global system-wide sales growth was 27.0%, 37.9%, 19.3% and 18.1% for the same quarters, respectively. Global comparable sales were 24.2%, 31.2%, 14.9% and 14.7%, and global system restaurant count rose from 1,198 at the end of Q1 2021 to 1,213 at the end of Q4 2021. U.S. figures, which include Puerto Rico, show system-wide sales of $244 million, $274 million, $266 million and $260 million across the four quarters, with U.S. comparable sales of 23.9%, 31.3%, 15.2% and 15.2%. Canada showed the fastest proportional growth, with system-wide sales growth of 72.2% in Q1 2021 slowing to 26.9% in Q4 2021, though Canada's base is much smaller at $10 million to $13 million per quarter.

Feb 15, 2022 8-K