Restaurant Brands International Inc. Announces Receipt of Exchange Notice, Intent to Use Common Shares to Satisfy Exchange and Commencement of Secondary Offering of Common Shares

Executive Summary

• RBI received an exchange notice for 17,626,570 Class B exchangeable limited partnership units and will satisfy it by delivering an equal number of RBI common shares.
• The selling shareholder has commenced an underwritten registered public offering of up to 17,626,570 RBI common shares, with a forward sale agreement involving BofA Securities.
• Settlement of the forward sale agreement and the exchange is expected on or before December 3 2025; RBI will not receive any proceeds from the share sale.

Key Details

• Exchange Notice: HL1 17 LP (affiliated with 3G Capital) notified RBI LP to exchange 17,626,570 Class B exchangeable limited partnership units.
• Satisfaction Method: RBI LP will deliver an equal number of RBI common shares; the total count of Exchangeable Units and RBI common shares remains unchanged.
• Secondary Offering: Up to 17,626,570 RBI common shares are being offered in a registered public offering.
• Forward Sale Agreement:
• Counterparty: BofA Securities (sole book‑running manager).
• Expected borrowing & sale by forward counterparty: 9,785,784 shares.
• Additional sales to current investors: up to 7,840,786 shares, contingent on investor interest.
• Settlement Mechanics: The selling shareholder will physically settle the forward sale agreement by delivering the sold common shares to the forward counterparty and receive cash equal to the public offering price less underwriting discounts/commissions.
• Timing: Settlement of both the forward sale agreement and the exchange is anticipated on or before December 3, 2025.
• Proceeds: RBI will not sell any shares nor receive proceeds from this transaction; all proceeds go to the selling shareholder.

Notable Quotes

(No executive quotes were included in the release.)