01—Abstract
Summary
Summary of the 8-K filed August 10, 2026. Cited figures are marked; the original filing is the authoritative source.
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%a of RBI's fully diluted common shares.
02—Key points
Key Highlights
- RBI LP received an irrevocable exchange notice from 3G Restaurant Brands Holdings LP (an affiliate of 3G Capital Partners Ltd.) covering 2,784,549 Class B exchangeable limited partnership units.
- RBI LP intends to settle the exchange by repurchasing all of the Exchangeable Units for cash from available cash on hand, rather than issuing common shares.
- The scheduled exchange date is August 31, 2026.
- The cash repurchase price is based on the 20-day volume weighted average price of RBI common shares traded on the NYSE, in U.S. dollars.
- Upon settlement, the exchanged units will be cancelled, reducing RBI's fully diluted common shares by the same number of units.
- After the exchange, RBH will hold approximately 21% of RBI's fully diluted common shares, as stated in the filing.
- The disclosure was made under Item 7.01 (Regulation FD) with the press release attached as Exhibit 99.
03—Questions
Frequently Asked Questions
What is being exchanged and by whom?
3G Restaurant Brands Holdings LP, an affiliate of 3G Capital Partners Ltd., has delivered a notice to exchange 2,784,549 Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership (RBI LP).
How will RBI settle the exchange?
RBI LP intends to satisfy the notice by repurchasing all of the Exchangeable Units for cash, using available cash on hand, rather than through an issuance of common shares.
When will the exchange occur and how is the price determined?
The exchange date is scheduled for August 31, 2026. The cash repurchase is based on the 20-day volume weighted average price of RBI's common shares traded on the NYSE in U.S. dollars, in accordance with the RBI LP limited partnership agreement.
How does the exchange affect RBI's share count and 3G's stake?
Once the exchange settles, the Exchangeable Units will be cancelled, decreasing RBI's fully diluted common shares by the same number. On an as-adjusted basis, RBH will hold approximately 21% of RBI's fully diluted common shares.
Is the exchange notice reversible?
No. The filing states that the exchange notice is irrevocable.
04—Continue