Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Corporate Governance

April 23, 2025

Dear Shareholder,

We invite you to attend Restaurant Brands International Inc.’s 2025 annual general meeting of shareholders (the “Meeting”) for the following purposes:

	Elect ten directors specifically named in the management information circular and proxy statement that accompanies this Notice of Meeting (the “proxy statement”), each to serve until the close of the 2026 annual general meeting of shareholders (the “2026 Annual Meeting”) or until his or her successor is elected or appointed.
	Approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
	Appoint KPMG LLP as our auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration.
	Consider shareholder proposals described in the accompanying proxy statement, if properly presented at the Meeting.

You will also be asked to transact any other business that may properly come before the Meeting. Only (1) holders of our common shares as of the close of business on the Record Date and (2) the trustee that holds our special voting share, are entitled to notice and to vote at the Meeting.

We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the Meeting in person at Tim Horton’s headquarters at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1, or online at https://meetings.lumiconnect.com/400-647-796-263 where they can participate, vote, and submit questions during the meeting’s live webcast. Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

Proxies must be received no later than 8:00 a.m. (Eastern Time) on June 2, 2025 or, if the Meeting is adjourned or postponed, no later than 8:00 a.m. (Eastern Time) on the business day immediately preceding the reconvened Meeting day. The Chair of the Meeting has the discretion to accept proxies received from shareholders after such deadline (or to waive or extend the deadline) but may not waive the deadline for holders wishing to appoint another person to represent them at the Meeting.

Please read the enclosed proxy statement to learn more about the Meeting, our director nominees, and our executive compensation and governance practices. Thank you for your participation and we look forward to the Meeting.

Sincerely,

Jill Granat

General Counsel & Corporate Secretary

IT IS IMPORTANT THAT YOU CAREFULLY

READ THE PROXY STATEMENT AND VOTE

NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS (“Notice of Meeting”)

Meeting Date: June 3, 2025

Time: 8:00 a.m. (Eastern Time)

Location: 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1, Canada

Record Date: April 8, 2025

We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders on or about April 23, 2025.

We are providing access to the proxy statement and annual report via the Internet using the “notice and access” system. These materials are available on the website referenced in the Notice (www.envisionreports.com/RBI2025).

To appoint a proxyholder other than one we designate (including beneficial holders wishing to appoint themselves), holders must follow the instructions in the proxy statement, including the additional step of registering the proxyholder with our transfer agent.

Notice of Annual Meeting of Shareholders and 2025 Proxy Statement   Restaurant Brands International

Restaurant Brands International Inc.

April 23, 2025

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

Management Information Circular and Proxy Statement for 2025 Annual General Meeting of Shareholders

Restaurant Brands International Inc. (“RBI”) is making this management information circular and proxy statement (the “proxy statement”), including all schedules and appendices hereto, available to you in connection with the solicitation of proxies for use at the annual general meeting (the “Meeting”) of the shareholders of RBI to be held at Tim Horton’s headquarters at 130 King Street West, Suite 300 Toronto, Ontario, Canada M5X 1E1 on June 3, 2025 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting. Shareholders and holders of Class B exchangeable partnership units (“Partnership exchangeable units”) of Restaurant Brands International Limited Partnership (“Partnership”) will have an equal opportunity to participate at the Meeting.

RBI is the sole general partner of Partnership. RBI’s common shares trade on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the ticker symbol “QSR” and RBI is subject to the applicable governance rules and listing standards of both exchanges. The Partnership exchangeable units trade on the TSX under the ticker symbol “QSP” and Partnership is subject to the applicable governance rules and listing standards of the TSX to the extent not satisfied by RBI. In addition, each of RBI and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief effectively allows Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. For more discussion of this exemptive relief and the disclosure required by such relief, please see Appendix A.

We are providing access to this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2024 (collectively the “proxy materials”) via the Internet using the “notice and access” system. On or about April 23, 2025, we expect to begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all holders of record of common shares and Partnership exchangeable units as of April 8, 2025. We will also post the proxy materials on the website referenced in the Notice (www.envisionreports.com/RBI2025).

As more fully described in the Notice, all holders of common shares and Partnership exchangeable units may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

In this proxy statement, the words, “RBI”, “we”, “our”, “ours” and “us” refer to Restaurant Brands International Inc. Except as otherwise stated, the information contained herein is given as of April 20, 2025. Unless otherwise indicated, all references to “$” or “dollars” are to the currency of the United States and “Canadian dollars” or “C$” are to the currency of Canada.

The date of this proxy statement is April 23, 2025.

Restaurant Brands International

Executive Summary

EXECUTIVE SUMMARY

Company at a Glance

Restaurant Brands International (“RBI”) is one of the world’s largest quick service restaurant companies with nearly $45 billion in annual system-wide sales and over 32,000 restaurants in more than 120 countries and territories as of December 31, 2024. We own four of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS^®, BURGER KING^®, POPEYES^® and FIREHOUSE SUBS^®. These independently operated brands have been serving their respective guests, franchisees, and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

At RBI, our core values are:

We are committed to growing the TIM HORTONS^®, BURGER KING^®, POPEYES^® and FIREHOUSE SUBS^® brands by leveraging these core values, employee and franchisee relationships, and our long track records of community support. RBI is reporting results under six operating segments:

(1) Tim Hortons operations in Canada and the U.S.;

(2) Burger King operations in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of the acquisition of Carrols Restaurant Group;

(3) Popeyes Louisiana Kitchen operations in the U.S. and Canada;

(4) Firehouse Subs operations in the U.S. and Canada;

(5) International operations of each of our four brands outside the U.S. and Canada, excluding results of Popeyes China and Firehouse Subs Brazil restaurants; and

(6) Restaurant Holdings operations of Burger King restaurants acquired as part of the acquisition of Carrols Restaurant Group and the operations of Popeyes China and beginning in 2025, Firehouse Subs Brazil restaurants.

Restaurant Brands International   2025 Proxy Statement    |    Page i

Executive Summary

Corporate Governance Highlights

✓ 9 of 10 Director Nominees are independent under the NYSE listing standards and applicable U.S. and Canadian securities laws

✓ Separate Executive Chair and CEO roles and a Lead Independent Director, with well-defined oversight responsibilities

✓ Each of our Board of Directors committees is comprised solely of independent directors

✓ All directors stand for election annually

✓ Average director tenure is ~5 years with 3 new directors onboarded since the end of 2022

✓ Robust Corporate Governance Guidelines

✓ Annual self-assessments for Board and Committees overseen by NCG Committee (as defined below)

✓ Majority voting for election of directors as provided in the Canada Business Corporations Act

✓ Mix of director skills, cultures and geographies, with directors that live on three continents

Board Highlights

The following matrix shows the balance of skills, qualifications, and backgrounds our directors bring to their oversight of our company, based on information received from each of our directors in response to our annual director questionnaire, reviewed by our NCG Committee and our Board, and as reflected in their biographies and qualifications paragraphs. At least annually, the NCG Committee evaluates and reports to our Board on the skills, qualifications, and backgrounds desirable for our Board to best advance our business strategies and serve the interests of all our stakeholders.

Senior Leadership Experience

☑

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9

Business Development / M&A Experience

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8

Financial Experience

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8

Global Experience

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☑

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☑

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7

Human Resource / Compensation Experience

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5

Franchise / Brand Marketing / Retail Experience

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7

Restaurant Industry / Operations Expertise

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5

Digital / Technology Experience

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4

Real Estate Experience

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3

Corporate Social Responsibility / Governance Experience

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3

Government / Regulatory Expertise

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1

  Page ii    |    2025 Proxy Statement Restaurant Brands International

Executive Summary

Compensation Highlights

We strive to create an ownership culture with performance-based long-term equity awards in addition to the bonus swap program which provides equity awards to those executives who invest in the company through the purchase of shares that are matched with restricted stock units that vest over time. The bonus swap program encourages retention of those shares as the matching equity awards are forfeited if the purchased shares are sold prior to vesting.

What we do

What we don’t do

✓ Pay-for-performance philosophy with large majority of pay at risk for all executives and senior leaders ✓ Incentive program targets directly aligned with key business objectives in the short-term and shareholder value creation in the long-term ✓ Require stock ownership for all senior leaders (Vice Presidents and above); 12x for our CEO ✓ Settle long-term incentives in equity, not cash ✓ Leverage compensation consultant to inform decisions made by Compensation Committee ✓ Maintain an Insider Trading Policy requiring directors, executive officers, and all senior leaders to trade only during pre-established windows with clearance from our legal team ✓ Apply expense qualifier in short-term incentive program for all senior leaders to drive cost-efficient mindset throughout the organization ✓ Annual say-on-pay advisory vote ✓ Incentive clawback policy

✗   Reward executives for excessive and/or unnecessary risk-taking ✗   No hedging, short-selling, margin, and pledging transactions by RBI employees including named executive officers ✗   Pay out cash dividends with our long-term incentives before vesting of the underlying shares ✗   Provide uncapped award opportunities ✗   No change in control excise tax gross ups ✗   No repricing of stock options without shareholder approval ✗   No termination for good reason provisions ✗   No single-trigger change in control acceleration ✗   Provide excessive perquisites or benefits

Our incentive plans and programs reinforce our culture of ownership, ensure alignment of executives’ and shareholders’ interests, and provide for a strong link between pay and performance.

Note: Table above excludes Messrs. Shear and Dunnigan, as their separation agreements signed March and April 2024 (respectively) stipulate non-participation in the 2024 Annual Bonus Program and forfeitures of their 2024 PSUs.

Restaurant Brands International   2025 Proxy Statement    |    Page iii

Executive Summary

Sustainability Highlights

We believe that the delicious, affordable, and convenient meals guests love must also be sustainable, and in 2024, we continued to bring that vision to life. This past year we continued to focus our efforts on executing against the sustainability strategy we spent the past four years building, including:

• advancing our ambitious climate targets,

• increasing our use of sustainable materials and reducing our guest-facing packaging overall,

• providing guests with high-quality ingredients,

• fulfilling our commitment to improving animal welfare outcomes, and

• making a positive impact on the communities we serve.

Our Audit Committee oversees our broad range of sustainability efforts and receives updates at least quarterly. See “Sustainability – Restaurant Brands for Good” on page 20, for more information.

Shareholder Engagement

We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. During late fiscal 2024 and early 2025, we reached out to our top shareholders representing approximately 60% of our outstanding common shares. Thirteen shareholders representing more than 40% of our outstanding common shares agreed to meet with us to discuss a broad range of business strategy, executive compensation, governance, and sustainability topics. Shareholder feedback we received during these meetings was shared with our Board, which incorporated this input into its decision-making. See “Shareholder Engagement” on page 21, for more information.

Roadmap of Voting Items

Voting Item	Board Recommendation
Item 1. Election of Directors. We are asking shareholders to vote on each director nominee to the Board. 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.	FOR
Item 2. Shareholder Advisory Vote to Approve Named Executive Officer Compensation. We believe that compensation is an important tool to further our long-term goal of creating shareholder value. We are seeking approval of a non-binding advisory vote from our shareholders in favor of the compensation of our named executive officers as described in this proxy statement.	FOR
Item 3. Appointment of KPMG LLP as our auditors. We are asking shareholders to vote on a proposal to appoint KPMG LLP as our independent auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration.	FOR
Item 4-7. Shareholder Proposals	AGAINST

  Page iv    |    2025 Proxy Statement Restaurant Brands International

Table of Contents

Proposal 1 – Election of Directors	2
Corporate Governance	10
Compensation Discussion and Analysis	28
Executive Compensation	49
Proposal 2 – Advisory Vote on Executive Compensation	58
Proposal 3 – Appointment of Independent Registered Public Accounting Firm	59
Proposal 4-7 – Shareholder Proposals described in this proxy statement, if properly presented at the Meeting	62
Other Information   Security Ownership Information   Pay Versus Performance   CEO Pay Ratio	71
Questions and Answers About the Meeting and Voting	78
Other Matters	88
Appendix A – Summary of the Terms of the Securities of RBI and Partnership	A-1
Appendix B – GAAP to Non-GAAP Reconciliations	B-1
Appendix C – Description of Incentive Plans	C-1

BUSINESS OF MEETING

DIRECTOR NOMINEES:

10 Nominees

Elected by majority vote

SAY ON EXECUTIVE COMPENSATION:

Support our pay for

performance practices

APPOINTMENT OF AUDITORS:

Recommended by Board

Approved by Shareholders

SHAREHOLDER PROPOSALS

Restaurant Brands International   2025 Proxy Statement    |    Page 1

Proposal 1 – Election of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

Our by-laws permit the Board of Directors (the “Board”) to determine the number of directors that constitute the Board, between 3 and 15 members. We currently have 10 members of the Board. In addition, 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”).

Our Board consists of directors 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.

Our director nominees are: Messrs. Behring, de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney. Messrs. Hedayat and Melbourne, and Ms. Sweeney are each a resident Canadian as defined by the CBCA.

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.

As we discuss under “Corporate Governance—Board Independence” on page 12 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 the NYSE listing standards, the rules of the TSX and Canadian securities laws.

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 these director nominees complement each other as a group. Our director nominees appear on the following pages. Each director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

In accordance with the CBCA, a nominee will be elected only if the number of votes cast in the 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 13 of this proxy statement.

  Page 2    |    2025 Proxy Statement Restaurant Brands International

  Proposal 1 – Election of Directors

Nominees For Director

Alexandre Behring

Independent Committees: Compensation (Chair) Nominating and Corporate Governance (Chair)

BUSINESS EXPERIENCE: Mr. Behring has served on our Board since 2014, as Chair from December 2014 to January 2019 and as Co-Chair from January 2019 to January 2023. 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 February 2022, he also serves as a director of Hunter Douglas Group, global leader in the window coverings industry. 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. From July 2008 until May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company. Mr. Behring is 58 years old and resides in Milan, Italy. At our 2024 annual meeting, he received 92.7% votes in favor of his re-election. 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 Board of RBI and its predecessor and the Kraft Heinz Company. In addition, the Board considered his knowledge of strategy and business development, finance, risk assessment, logistics and leadership development.

Restaurant Brands International   2025 Proxy Statement    |    Page 3

Proposal 1 – Election of Directors

Maximilien de Limburg Stirum

Independent Committees: Audit Conflicts

BUSINESS EXPERIENCE: Mr. de Limburg Stirum has served on our Board since June 2020. 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 a 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 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 53 years old and resides in Brussels, Belgium. At our 2024 annual meeting, he received 99.6% votes in favor of his re-election. 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.

J. Patrick Doyle

Executive Chair Committees: None

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 61 years old and resides in Florida, United States. At our 2024 annual meeting, he received 98.3% votes in favor of his election. 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.

  Page 4    |    2025 Proxy Statement Restaurant Brands International

Proposal 1 – Election of Directors

Cristina Farjallat

Independent Committees: Compensation

BUSINESS EXPERIENCE: Ms. Farjallat has served on our Board since January 2023. Ms. Farjallat has served as regional sales director, mid-market Latin America for Facebook Brasil since March 2020. Prior to joining Facebook, 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 s 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 Paolo. Ms. Farjallat is 53 years old and resides in São Paolo, Brazil. At our 2024 annual meeting, she received 96.4% votes in favor of her election. 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.

Jordana Fribourg

Independent Committees: None

BUSINESS EXPERIENCE: Ms. Fribourg has served on our Board since May 2023. Ms. Fribourg serves as Chief Talent Officer, Board Observer at Continental Grain Company, an international agribusiness and investment company based in New York City, NY since March 2020. Prior to taking this role, she was a Vice President on the Talent team and earlier served on the Corporate Investment team beginning in 2017, supporting various transactions, including M&A, Capital Markets, Venture Capital and Private Equity funds. From 2010 to 2012, Ms. Fribourg had co-founded Arte Sempre LLC, a streetwear branding company making art accessible through the medium of hand-made sustainable sportswear. She has served on the board of directors of Kona Ice since 2023, Woof Gang Bakery since 2020 and the Fribourg Family Foundation since 2019. She also had served as a director of Joyride Coffee Distributors from 2018 to 2019. Ms. Fribourg received her MBA from Columbia Business School and her B.A. from Brown University. Ms. Fribourg is 37 years old and resides in New York, United States. At our 2024 annual meeting, she received 95.2% votes in favor of her election. QUALIFICATIONS The Board nominated Ms. Fribourg due to her experience in a leadership role of an international agribusiness and investment company, and as a director of several private companies that are in the food and franchise industries. In addition, the Board considered her knowledge of human capital, talent management and selection, capital allocation and investment, and corporate social responsibility and community involvement.

Restaurant Brands International   2025 Proxy Statement    |    Page 5

Proposal 1 – Election of Directors

Ali Hedayat

Lead Independent Director Committees: Audit (Chair) Conflicts (Chair) Nominating and Corporate Governance

BUSINESS EXPERIENCE: Mr. Hedayat has served on our Board since July 2016. Mr. Hedayat is the founder and has been Managing Director of Maryana Capital, a financial firm in Toronto, Ontario, Canada, since March 2015. Since July 2024, Mr. Hedayat has served as the Interim Chief Executive Officer of 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. 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 and audit committee of U.S. Geothermal Inc., a renewable energy company, from February 2017 until March 2018 and, from May 2018 through July 2019, served on the board and governance and nomination committee of Crius Energy, an independent energy retailer in the United States and from August 2020 to July 2021 served on the board of RMM Management, a public music royalty company. Mr. Hedayat is 50 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 97.1% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Hedayat because of his significant experience in investment banking, service as interim 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.

Marc Lemann

Independent Committees: None

BUSINESS EXPERIENCE: Mr. Lemann has served on our board since June 2021. 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. He previously co-founded Go4it Capital, a venture capital firm that has invested in sports technology, digital media, health and wellbeing ventures, and has served as a director since February 2016. 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 served as a member of the general partner of Growth Interface Fund, a long-only public equities fund, since December 2017 until December 2024. Previously, from October 2015 until January 2022, Mr. Lemann served as a director of Go4it Esportes e Entretenimento S.A., a sports agency and business incubator he co-founded in Brazil. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 33 years old and resides in Switzerland. At our 2024 annual meeting, he received 95.3% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Lemann due to his business, investment and merger and acquisition knowledge, including his experience in digital technology, venture financing, and real estate.

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Proposal 1 – Election of Directors

Jason Melbourne

Independent Committees: Audit Compensation Conflicts

BUSINESS EXPERIENCE: Mr. Melbourne has served on our board since September 2020. Mr. Melbourne has been the Head of Canadian Capital Markets at Canaccord Genuity since June 2023 and is also 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 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 96.0% votes in favor of his re-election. 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.

Daniel S. Schwartz

Independent Committees: None

BUSINESS EXPERIENCE: Mr. Schwartz has served on our Board since December 2014 and served as Co-Chair from January 2019 to January 2023. 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 February 2022, he has also served as a director of privately held Hunter Douglas Group, global leader in the window coverings industry. From 2012 until February 2015, Mr. Schwartz served as a director of Carrols Restaurant Group, Inc., RBI’s largest Burger King franchisee in the United States. Mr. Schwartz is 44 years old and resides in Florida, United States. At our 2024 annual meeting, he received 99.6% votes in favor of his re-election. 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.

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Proposal 1 – Election of Directors

Thecla Sweeney

Independent Committees: Nominating and Corporate Governance

BUSINESS EXPERIENCE: Ms. Sweeney has served on our Board since January 2022. 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. 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 and from 2019 to July 2022 she served on the board of FlexNetworks LP, a privately-held telecom business. From 2012 to 2017, she served on the board of Sleep Country Canada, a specialty retailer of mattresses and accessories. Ms. Sweeney is 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, she received 99.4% votes in favor of her re-election. 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.

If elected, each of the aforementioned nominees has consented to serve as a director and hold office until the close of the 2026 Annual Meeting of Shareholders or until his or her respective successor has been elected or appointed.

Recommendation of the Board

The Board recommends a vote “FOR” each of the director nominees.

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In this section, you can read about

Governance Guidelines	Page 10
Board Leadership Structure	Page 11
Meetings	Page 12
Board Independence	Page 12
Director Term Limits and Director Tenure	Page 13
Election of Directors - Majority Voting	Page 13
Director Orientation and Continuing Education	Page 14
Annual Evaluation Process	Page 14
Board Committees	Page 14
Executive Officer Demographics	Page 19
Risk Management	Page 19
Sustainability-Restaurant Brands for Good	Page 20
Shareholder Engagement	Page 21
Communication with our Board	Page 22
Code of Ethics/Conduct	Page 23
Insider Trading Policy	Page 24
Related Party Transaction Policy	Page 24
Certain Relationships and Related Transactions	Page 24
Director Compensation	Page 25

CORPORATE

GOVERNANCE

MAJORITY INDEPENDENT BOARD

Elected by

majority vote

Annual performance

self-evaluations

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Corporate Governance

CORPORATE GOVERNANCE

Governance Guidelines

Our Board supervises and directs the management of our business and affairs and believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders.

The Restaurant Brands International Inc. Board of Directors Corporate Governance Guidelines, as amended (the “Governance Guidelines”). provide a framework for corporate governance in accordance with applicable Canadian and U.S. securities laws, the NYSE listing standards, the TSX rules, the requirements under the CBCA and our organizational documents. Highlights of our Governance Guidelines include the following:

• A majority of members of the Board must be independent as defined by the NYSE and TSX listing standards and applicable U.S. and Canadian securities laws.

• Our board strives for a balance of characteristics among directors in terms of their geography, thought, viewpoints, backgrounds, skills, experience, and expertise.

• The standing committees of the Board are the Audit Committee, the Compensation Committee, the NCG Committee and the Conflicts Committee. The Board may create and maintain other committees from time to time. Committee membership assignments are determined by the Board, on recommendation of the NCG Committee, taking account of our needs, individual attributes, and other relevant factors.

• Each director serving on the Audit Committee will be an independent director as determined in accordance with the listing standards of the NYSE and TSX and meet the enhanced independence standards for audit committee members as set forth in U.S. and Canadian securities laws and each director serving on the Conflicts Committee will be an independent director as defined under the partnership agreement.

• Executive sessions or meetings of directors without management present will be held as part of each regularly scheduled Board meeting.

• A director may not accept a position on the board or audit committee of any other public company without first reviewing the matter with the Executive Chair of the Board, subject to limitations on the number of other public boards as set forth in our Governance Guidelines.

• Director orientation programs are provided to all new directors either prior to or within a reasonable period after their nomination or election to the Board.

• The Board, with the assistance of the NCG Committee, will conduct an annual performance self-evaluation of the full Board to determine whether the Board and its committees are functioning effectively.

• The NCG Committee oversees and evaluates the Board’s performance and its compliance with our Governance Guidelines and other corporate governance regulations and principles.

The NCG Committee monitors compliance with the Governance Guidelines. In addition, the NCG Committee periodically reviews our Governance Guidelines, and, if appropriate, will recommend changes to the Board. The full text of our Governance Guidelines is available in the “Investors—Corporate Governance” section of our website at www.rbi.com, as well as under the RBI issuer profile on SEDAR+ at www.sedarplus.com and is incorporated herein by reference. No other information on our website or any other website referenced in this document is incorporated into this proxy statement, and such information should not be considered part of this proxy statement. Any request for a copy of the Governance Guidelines may be directed to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, Attention: Corporate Secretary. Upon receipt of a request, a copy will be provided free of charge.

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Corporate Governance

Board Leadership Structure

Our Board currently has an Executive Chair, Patrick Doyle, and a Lead Independent Director, currently Ali Hedayat. Mr. Doyle has served as Executive Chair of our Board since January 2023 and was appointed Executive Chairman of RBI, an officer position, in November 2022. Mr. Hedayat has served as Lead Independent Director since June 2023 and RBI has had a lead independent director role since October 2020.

Our governing documents provide us with the flexibility to determine the appropriate leadership structure that is in the best interests of RBI. Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer as the Board believes it is important to retain flexibility to allocate the responsibilities of the offices of the Chair and CEO in any way that it deems in the best interests of RBI at a given point in time. However, our Governance Guidelines provide that the independent directors of the Board, on recommendation of the NCG Committee, will select a Lead Independent Director in the event the Chair of the Board is not independent. Currently, the positions of Executive Chair of the Board and CEO are filled by different individuals and our CEO does not sit on the Board.

The primary responsibilities of our Executive Chair, CEO and Lead Independent Director are as follows:

Executive Chair	CEO	Lead Independent Director
regular engagement with the CEO to review business issues, results, strategy and key projects	engagement with Executive Chair and senior management on strategic priorities	presiding at Board meetings when Chair is not present, including executive sessions of independent Directors, or when a motion involving the Chair is being discussed
focus on big growth unlocks, franchisee success, investor and media engagement	executing RBI’s current strategic plans and initiatives	serving as a liaison between the Chair, CEO and the independent Directors
leading strategic discussions at full meetings of the Board	overseeing and directing operations, with objective of enhancing long-term shareholder value	approving Board meeting agendas, including scheduling to assure that there is sufficient time for discussion of all agenda items
participation in quarterly business reviews and annual senior leadership meetings	lead annual offsite business review, annual senior leadership meetings, and monthly and quarterly business reviews for each business unit	consulting with the Chair on materials provided to the Board
market visits with members of senior management	visit markets regularly to connect with franchisees and field teams	serving as a Board representative, if requested, in communications and consultation with major shareholders and other stakeholders, in coordination with management
mentor senior leadership team including CEO, CFO and business unit Presidents	participate in investor and media engagement opportunities	calling meetings of independent Directors

Given the particular experience of Messrs. Doyle and Kobza, the Board believes this leadership structure is appropriate at this time because it separates the leadership of the Board from the duties of day-to-day leadership of the company. Mr. Doyle has extensive experience in the industry and is able to provide the Board and our

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senior executives, including our CEO, with unparalleled perspective, guidance, advice and leadership regarding RBI’s business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Doyle also works collaboratively with our Lead Independent Director Mr. Hedayat. While Mr. Doyle, as Executive Chairman, is an officer of RBI and therefore not independent under the NYSE rules, he does not serve as CEO, is not responsible for the daily operations of the company and does not receive any salary or bonus in connection with his service to RBI.

Other than setting forth the role of the Lead Independent Director in our Governance Guidelines, our Board has not developed written position descriptions for the roles described above or the Chairs of our committees, our Governance Guidelines and the charter of each committee set forth the role of the relevant Chair. The Chair of each committee is responsible for setting the frequency and length of the meetings, setting meeting agendas consistent with the committee’s charter, and reporting on the activities of that committee to the full Board on a periodic basis.

Our Board has not developed a written position description for our CEO. Our Board and CEO develop, on an annual basis, corporate goals and objectives and parameters within which the CEO operates our business. Our Board and CEO also establish annual performance goals to measure the CEO’s individual achievement for purposes of our annual bonus program. The Compensation Committee of the Board is also responsible for annually evaluating the CEO against these objectives. For a further discussion of the corporate goals and objectives and the measures by which our CEO is evaluated, please see our Compensation Discussion & Analysis beginning on page 28 of this proxy statement.

Meetings

During 2024, the Board held a total of five meetings. Each incumbent director attended during 2024 at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings of each committee on which he or she served, in each case during the director’s term on the Board or such committee. The Audit Committee met five times, the Compensation Committee met two times and the NCG Committee met once during 2024.

In accordance with our Governance Guidelines, the Executive Chair of the Board will generally determine the frequency and length of Board meetings and will set the agenda for each Board meeting, in consultation with the Lead Independent Director. Board members are encouraged to suggest the inclusion of additional items on an agenda, and any director may request that an item be placed on an agenda. Board meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary.

The Lead Independent Director presides over regular sessions of independent directors.

We encourage all directors to attend the annual meetings of our shareholders, and one of our directors attended our 2024 Annual General Meeting.

Board Independence

It is the policy of the Board that a majority of directors must (i) be independent with no direct or indirect material relationship or business conflict with RBI and (ii) otherwise meet the definition of an “independent” director under U.S. and Canadian securities laws and listing standards of the NYSE and the TSX. Our Board has affirmatively determined that the following nominees have no material relationship with RBI and otherwise qualify as independent based on the foregoing criteria: Messrs. Behring, de Limburg Stirum, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney.

Under the NYSE listing standards, a director qualifies as “independent” if the board of directors affirmatively determines that the director has no material relationship with the listed company. While the focus of the inquiry is independence from management, the board is required to consider all relevant facts and circumstances in making an independence determination.

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Corporate Governance

National Instrument 58-201–Corporate Governance Guidelines (“NI 58-201”), provides guidance on corporate governance practices with respect to director independence, which reflect best practices established by the Canadian Securities Administrators (the “CSA”), but are not intended to be prescriptive. Such best practices provide, among other things, that: (i) a company’s board of directors should have a majority of independent directors; (ii) the chair of the board should be an independent director; (iii) the board should appoint a nominating committee composed entirely of independent directors; and (iv) the board should appoint a compensation committee composed entirely of independent directors. Determinations in respect of “independence” for these purposes are similar to the requirements under the NYSE listing standards.

In conducting its evaluations of Messrs. Behring and Schwartz, the Board considered their affiliation with 3G Capital and with 3G Restaurant Brands Holdings General Partner Ltd., which currently beneficially owns Partnership exchangeable units representing approximately 26% of the combined voting interest in RBI. Additionally, in conducting its evaluation of Mr. Schwartz, the Board considered his role as the former CEO of RBI and its predecessor BKW, noting that it has been more than five years since his departure from the role of CEO. In conducting its evaluation of Mr. Lemann, the Board considered his father’s relationship with 3G Capital, noting that Mr. Lemann does not have any voting or other arrangement with his father or such 3G entities. Further, in conducting its evaluation of Ms. Fribourg, the Board noted that her father is a former director of RBI and that neither Continental Grain Company (“CGC”) nor its subsidiaries has any commercial agreement with RBI, and while noting the public disclosure of an investing relationship between CGC and 3G Capital, the Board determined that a business relationship between two independent shareholders should not affect the independence of directors affiliated with such shareholders.

Director Term Limits and Director Tenure

All directors are elected at the annual meeting of our shareholders for a term of one year. The Board does not believe it should expressly limit a director’s tenure on the Board or set an arbitrary retirement age policy. RBI values the contribution of directors who over time have developed greater insight into our company and operations and therefore provide an increasing contribution to the Board as a whole as well as the new perspectives of directors who more recently joined the Board. As an alternative to term limits or a retirement policy, prior to recommending to the Board that one or more current directors be submitted to the shareholders for re-election, the NCG Committee reviews the performance of the directors potentially standing for election or re-election and makes appropriate recommendations to the Board concerning their candidacies.

Overall, the average tenure of the nominees to our Board, as of the date of the Meeting, is approximately five years, with three directors joining since the beginning of 2022, four directors with 3 to 6 years tenure and three directors with more than six years tenure on our Board.

Election of Directors—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 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 nominee for each position available on the board, a nominee will be elected only if the number of votes cast in the nominee’s favor represents a majority of the votes cast for and against them, subject to certain exceptions described below. If there are more nominees than positions available on the board, the nominees receiving the highest number of votes FOR will be elected until all such positions have been filled.

If a nominee that is an incumbent director does not receive a majority of votes in their favor and positions remain available on the Board, the nominee will be permitted to remain as a director until the earlier of the 90^th 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.

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Corporate Governance

Director Orientation and Continuing Education

We provide access to appropriate orientation programs, sessions, or materials for new members of the Board for their benefit generally within a reasonable period of time after their election to the Board. When a new director joins the Board, we provide orientation sessions included written materials and presentations by various members of senior management regarding our businesses, strategic plans, and policies. We and our Board encourage, but do not require, directors to participate in relevant outside continuing education programs; for example, Mr. Lemann attended a seminar on Behavior Analysis for Investors in February 2024 and Ms. Sweeney attended a Canadian Independent Board Retreat in October 2024.

Annual Evaluation Process

Our Board undertakes an annual evaluation process for the Board and each Committee that is overseen by the NCG Committee. This process includes feedback to determine how each Committee and the Board is functioning, including whether each contains the appropriate mix of members, skills, experience, and other characteristics. Additionally, the evaluation requests that directors specifically identify ways the Board and the Committees could improve effectiveness and functioning. The results of these assessments are reviewed by the entire Board. Additionally, the Board and the committees annually review the Corporate Governance Guidelines, committee charters and other policies for relevant updates.

Board Committees

The Board has three standing committees, the Audit Committee, the Compensation Committee, and the NCG Committee, as well as the Conflicts Committee. Each of the existing committees operates under a written charter. These charters set forth the responsibilities of each committee and are available in the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary.

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Corporate Governance

Set forth below is a description of the responsibilities of each of our current Board committees and its current membership.

Audit Committee

Audit Committee Members

Audit Committee Functions

•  Ali Hedayat (Chair) •  Maximilien de Limburg Stirum •  Jason Melbourne

›  Oversee the quality and integrity of our consolidated financial statements and related disclosures; ›  Oversee the qualifications, independence, performance and compensation of our independent auditor; ›  Oversee any audit issues or difficulties and management’s response; ›  Oversee the performance of our internal audit function; ›  Oversee our systems of disclosure controls and procedures, and internal control over financial reporting; ›  Oversee our compliance with all legal and regulatory requirements and our compliance program; ›  Oversee risk assessment and risk management, including with respect to risks related to tax strategy, cash investing strategy, cybersecurity, data privacy and sustainability; ›  Review and discuss with management workforce practices and risks that affect the brands and operations; ›  Review and approve the Audit Committee report that is required by the SEC to be included in our annual proxy statement; ›  Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and ›  Review and assess the effectiveness of our sustainability strategies, policies, practices and programs.

Directors serving on our Audit Committee may not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of the director to effectively serve on the Audit Committee.

The Board has determined that each member of the Audit Committee meets the independence requirements and is financially literate according to the NYSE listing standards and Canadian securities laws and that each member of the Audit Committee meets the enhanced independence standards for audit committee members required by the SEC. The Board has determined that Mr. Hedayat is qualified as an audit committee financial expert within the meaning of SEC rules and has accounting and related financial management expertise within the meaning of the NYSE listing standards. For more information regarding the business experience of Mr. Hedayat, see his biography under “Proposal 1 – Election of Directors.”

The discussion leader for executive sessions of the Audit Committee is generally Mr. Hedayat, the chair of the Audit Committee.

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Corporate Governance

Compensation Committee

Compensation Committee  Members	Compensation Committee Functions
•  Alexandre Behring (Chair) •  Cristina Farjallat •  Jason Melbourne	›  Oversee and set our compensation and benefits policies generally; ›  Evaluate the performance of our CEO and the employees who report directly to the CEO (the “CEO Direct Reports”); ›  Oversee and set compensation for the CEO, the CEO Direct Reports and the members of the Board; ›  Administer equity compensation plans and stock ownership policies; and ›  Review our management succession plan.

The Compensation Committee establishes, reviews, and approves executive compensation based on, among other factors, an evaluation of the performance of the CEO and CEO Direct Reports in light of corporate goals and objectives relevant to executive compensation, including annual performance objectives, and makes recommendations to the Board with respect to the CEO’s compensation.

The Compensation Committee annually reviews succession planning for the CEO and CEO Direct Reports. This involves reviewing potential internal candidates for each of these roles, noting those that are ready in the short term and those that require additional development. The Board provides opportunities for directors to get to know employees who have been identified as succession candidates by inviting them to make presentations to the Board. For further details on executive compensation, see the CD&A, beginning on page 28 of this proxy statement.

Non-management director compensation is determined by the Board, upon recommendation of the Compensation Committee, taking into account general and specific demands of Board and committee service, Company performance, comparisons with other organizations of similar size and complexity, competitive factors, other forms of compensation received by directors, if any, and other factors which it deems relevant, all with the intent of aligning directors’ interests with the long-term interests of our shareholders. Other than Mr. Doyle, there are currently no management directors serving on the Board. For more details on director compensation, see the discussion under the heading “Director Compensation” below on page 25.

Pursuant to its charter, the Compensation Committee may delegate to one or more officers of RBI the authority to make grants and awards of stock rights or options to any persons other than the CEO, any CEO Direct Report, and any person covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee has delegated this authority to the CEO. In addition, as permitted under applicable law and the NYSE listing standards, the Compensation Committee may delegate its authority to one or more subcommittees or the Chair of the Compensation Committee when it deems appropriate and in the best interests of RBI.

Pursuant to its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of executive officer compensation, including such compensation consultant’s fees and other retention terms. The Compensation Committee has engaged F.W. Cook to assist with developing a peer group to benchmark compensation.

The Board has determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE listing standards, including the heightened independence requirements specific to compensation committee members and (ii) meets the requirements of a non-employee director under the Exchange Act.

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Corporate Governance

Our Board believes that the Compensation Committee charter outlines an objective process for determining executive compensation based on objective criteria such as evaluating the performance of our executive officers in light of defined performance objectives. The discussion leader for executive sessions of the Compensation Committee is generally Mr. Behring, the chair of the Committee.

Compensation Committee Interlocks and Insider Participation

In 2024, Messrs. Behring and Melbourne and Ms. Farjallat served on our Compensation Committee. During 2024, none of these directors was an officer (as defined in Rule 3b-2 under the Exchange Act) or employee of RBI, or formerly an officer of RBI. None of our executive officers served on the compensation committee or board of any company that employed any person that served as a member of the Compensation Committee or our Board during 2024.

Nominating and Corporate Governance Committee

NCG Committee  Members

NCG Committee Functions

•  Alexandre Behring (Chair) •  Ali Hedayat •  Thecla Sweeney

›  Identify individuals qualified to serve as members of the Board and recommend to the Board proposed nominees; ›  Advise the Board with respect to its composition, governance practices and procedures; ›  Review and monitor criteria for the selection of new directors and nominees for vacancies on the Board, including procedures for reviewing potential nominees proposed by shareholders; ›  Establish, monitor and recommend to the Board changes to the various committees and the qualifications and criteria for membership on each committee; ›  Recommend to the Board directors to serve on each standing committee and assist the Board in evaluating independence of those directors; ›  Recommend to the Board any action to be taken in connection with director resignations; ›  Oversee and evaluate the Board’s performance and our compliance with corporate governance regulations, guidelines and principles; and ›  Periodically review and recommend changes to our Governance Guidelines, articles of incorporation and by-laws as they relate to corporate governance issues.

The Board is responsible for selecting and nominating directors for election, acting on the recommendation of the NCG Committee, and giving attention to the following qualifications and criteria:

› High personal and professional ethics, integrity, practical wisdom and mature judgment;

› Board training or prior public company board service, and/or senior executive experience in business, government, or education;

› Expertise and skills that are useful to RBI and complementary to the background and experience of other Board members, as determined by the Board from time-to-time;

› Balance among directors in terms of geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, corporate environment (including different stakeholders in the quick service restaurant industry and the broader restaurant industry), accounting, finance, international, marketing, human resources, and legal services;

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Corporate Governance

› Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership;

› Commitment to serve on the Board over a period of several years to develop knowledge about RBI and its operations and provide continuity of Board members;

› Willingness to represent our best interests and objectively appraise management’s performance;

› Tenure with the Board, past contributions to the Board, and/or whether advanced age may impact the expected continued capacity to serve as a director; and

› Anticipated future needs of the Board.

Director Qualifications and Nomination

The NCG Committee believes that the Board should possess a broad range of skills, knowledge, business experience, and backgrounds that provides effective oversight of our business. In connection with the selection of any new director nominee, the NCG Committee will assess the skills and experience of the Board, as a whole, and of each of the individual directors. The NCG Committee will then seek to identify those qualifications and experience sought in any new candidate that will maintain a balance of knowledge, experience and capabilities on the Board and produce an effective Board.

Selection of candidates is based on, first, the needs of RBI, and second, identification of persons responsive to those needs. We do not have a formal, written policy relating to the identification and nomination of directors who are Aboriginal peoples, persons with disabilities or members of visible minorities. The NCG Committee believes that its goal is to assemble the best Board possible that will bring to us a variety of perspectives and skills derived from high quality business and professional experience. There are no specific, minimum qualifications that must be met by each nominee; however, the NCG Committee will evaluate a candidate’s experience, integrity and judgment as well other factors deemed appropriate in adding value to the composition of the Board as set forth in the Governance Guidelines.

We generally believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. The NCG Committee has sole authority to approve a search firm’s fees and other retention terms. Our Board believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most qualified available candidates are selected as circumstances dictate and the needs of the company evolve. There are currently three female directors on the Board, Mses. Farjallat, Fribourg and Sweeney, representing 30% of our current directors and one member of our board who identifies as a member of a visible minority, Mr. Melbourne, representing 10% of our current directors. None of our directors identify as Aboriginal persons or persons with disabilities. Additionally, two of our directors identify as Latino/a and one as of Middle Eastern descent.

As noted above, the Board is responsible for selecting and nominating director candidates based on the NCG Committee’s recommendation. The Board believes that its Governance Guidelines outline objective qualifications and criteria (described above) that promote its objective selection and nomination of director candidates. Potential director candidates recommended by shareholders are evaluated in the same manner as other candidates recommended to the NCG Committee.

The Board has determined that each member of the Compensation Committee meets the independence requirements of the NYSE listing standards and applicable Canadian securities laws.

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Corporate Governance

Conflicts Committee

Conflicts Committee  Members	Conflicts Committee Functions
•  Ali Hedayat (Chair) •  Maximilien de Limburg Stirum •  Jason Melbourne	›  Consent to, approve and/or direct a number of actions under the partnership agreement (described in Appendix A to this proxy statement) where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units.

In addition to the three standing committees, the Board, as the general partner of Partnership, has established a Conflicts Committee which is required to consent to, approve and/or direct a number of enumerated actions under the partnership agreement where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units.

Each of the members of the Conflicts Committee is “independent” (as such term is defined in the partnership agreement) in accordance with the requirements of the partnership agreement.

Executive Officer Demographics

We do not have a requirement of a specified percentage of representation of women, Aboriginal peoples, persons with disabilities or members of visible minorities in executive officer or other positions. However, we believe including a range of candidates in the hiring process will lead to a more representative employee population at all levels. In selecting the best candidates for executive positions, we believe a number of factors should be considered including merit, talent, experience, expertise, leadership capabilities, innovative thinking, background and strategic agility. Of our eleven executive officers as of the date hereof, four individuals (36%) are diverse, including two female executive officers (18%), one executive identifies as Asian (9%) and one executive identifies as Latino (9%). None of our executive officers identify as Aboriginal persons or persons with disabilities.

Risk Management

Board Role in Management of Risk

The Board oversees the management of risks that could affect RBI, including our enterprise risk management. While risk oversight is primarily delegated to committees, the full Board retains responsibility for the general oversight of risks. The Audit Committee primarily oversees the risk management function, including the enterprise risk management processes in place to identify, monitor and control such exposures based on annual risk assessments that consider the likelihood and severity of potential risks. The risks that the Audit Committee regularly reviews include those related to liquidity, operations, tax, workforce management, cybersecurity and data privacy, sustainability and regulatory compliance. In carrying out its responsibilities, the Audit Committee works closely with members of our management team responsible for monitoring such risks and discusses reports on significant areas of risk identified by the enterprise risk management process at its regular meetings throughout the year. The other committees of the Board consider the risks within their areas of responsibility.

The Board satisfies its oversight responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within RBI, including with respect to risks related to cybersecurity, sustainability and food safety. While these risks are part of the Audit Committee risk review, the Board has determined that they are of sufficient significance to warrant annual discussions at the Board level with management, including the executives tasked with day-to-day management of these risks. The Board and management regularly interact, and the Board invites management to regularly scheduled Board meetings, to address existing risks and identify significant emerging risks.

Our disclosure controls and procedures are part of, and therefore are uniformly aligned with, our risk oversight process. On a quarterly basis, our management evaluates the effectiveness of our disclosure controls and

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Corporate Governance

procedures as of the end of the period and discloses in our periodic reports their conclusions regarding the effectiveness of our disclosure controls and procedures. Prior to such public disclosure, those evaluations and conclusions are discussed with the Audit Committee in connection with its review of our annual and quarterly reports, including the financial and risk disclosures contained in such reports, enabling the Board to provide effective risk oversight.

Compensation Risks

Based on a review and analysis of our incentive plans, policies and programs, the Compensation Committee believes these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. The Compensation Committee considered the following factors as part of its review and analysis of our incentive plans and programs:

› rigorous oversight from the Board, Compensation Committee, CEO and senior management with discretion to award and/or reduce payouts if excessive risk is taken;

› linkage of individual performance targets to the strategic plan established for the CEO by the Board and cascaded through a comprehensive process;

› properly balanced pay mix between fixed and variable compensation;

› annual cash incentive plan that measures business performance through profitability and operations metrics (Organic adjusted operating income growth, comparable sales and net restaurant growth) and includes overhead expense that gauge quality of performance;

› equity awards which align management and shareholder interests to long-term sustainable growth, with awards in the form of restricted stock units and performance stock units; and

› bonus swap program that encourages retention of shares by requiring the forfeiture of matching restricted share units if purchased shares are sold prior to vesting.

Sustainability – Restaurant Brands for Good

Our vision is that the delicious, affordable, and convenient meals you love can also be sustainable.

With over 32,000 restaurants and a global network of franchisees and suppliers, we know it is important to align all key stakeholders within and outside of our organization to drive our sustainability priorities forward. This work begins with an effective governance structure which allows for both top-down guidance as well as bottom-up prioritization and execution from our business units.

During 2024, RBI’s Board delegated oversight of sustainability to the Audit Committee, which discusses sustainability on a quarterly basis while the Board also receives an update at least annually from the sustainability steering committee. RBI’s sustainability steering committee includes our Chief Corporate Officer and our Chief Procurement Officer, who are jointly accountable for the sustainability framework and strategy. Our Chief Corporate Officer reports to our Chief Executive Officer, who provides internal oversight.

Managing sustainability is a division between corporate strategy and brand-led initiatives. A corporate-level team tracks stakeholder expectations and trends, identifies sustainability initiatives to support the business strategy, and highlights best practices both internally across the group and externally from our peers. The team maintains regular contact with senior leadership, guiding them on long term social and environmental trends and the expectations of global stakeholders and engaging them to incorporate sustainability priorities as part of their business objectives. They also lead the company’s sustainability reporting and work with a number of other business lines to oversee the preparation of sustainability disclosures. Brand sustainability leaders, in partnership with their leadership teams, work together with franchisees to define and develop the brand level business plan and to execute and market sustainability initiatives.

The importance of sustainability at RBI is also reflected in metrics linked to annual employee performance incentives across our business, including incentive plans for RBI’s senior leaders. The metrics used include, but

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Corporate Governance

are not limited to, a variety of sustainability projects, such as delivering against sustainable sourcing transition plans, and executing strategic research programs. Leaders with sustainability linked performance incentives included individuals from teams across each brand, supply chain, nutrition, quality assurance, and marketing and communications.

Restaurant Brands for Good is our framework for sustainable business, with a long-term focus on improving ingredients, reducing our environmental impact, sourcing responsibly and investing in people and communities. It is about serving great food that our guests and our people love and will feel good about. Additional information about the sustainability initiatives of RBI and our brands as well as our progress to date is available at rbi.com/sustainability.

Shareholder Engagement

We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. We take feedback and insights from our engagement with shareholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and further share them with our Board as appropriate.

This year-round effort supplements the ongoing communications between our management and shareholders through various engagement channels including direct meetings, analyst conferences and road shows.

In 2024, we received a shareholder proposal requesting that shareholder meetings be conducted either hybrid or online and not only in person. Based on this proposal we agreed to hold a hybrid meeting in 2024 and are also holding a hybrid meeting in 2025.

In the latter months of 2024 and into early 2025, we continued our robust shareholder engagement program by reaching out to our top shareholders representing approximately 60% of our outstanding common shares. We ultimately engaged with shareholders representing more than 40% of our outstanding common shares. In these meetings, we discussed a broad range of business strategy, executive compensation, governance, human capital, and sustainability topics. Investors were generally satisfied with the company’s current practices across these topics and gave us constructive and positive feedback on a number of our programs and initiatives.

During these engagements we also discussed RBI’s progress and commitments on a variety of sustainability topics, including climate action, animal welfare, plastics and packaging and natural resources. In particular, we discussed undertaking a water risk assessment focused on risk within the supply chain, plans with respect to

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Corporate Governance

reducing virgin plastics in guest-facing single-use plastics in the U.S. and Canada, and the updates to our Governance Guidelines to codify the responsibilities of the Lead Independent Director. All of these actions are in response to shareholder proposals put forth at the 2024 Annual Meeting.

Fall 2024 Engagement

Key Engagement Topics
Executive compensation program	Board refreshment, independence, leadership structure, board skills and background	Human capital management and related initiatives
Business strategy and performance	Sustainability reporting, oversight and targets	Environmental sustainability, animal welfare, nutrition and natural resources

It is our practice that members of senior management share the feedback received during these meetings with the Compensation Committee, the NCG Committee, the Audit Committee and the full Board. In the past year, we have made responsive changes as a result of our discussions with shareholders, including undertaking a water risk assessment focused on risk within the supply chain in order to evaluate initiatives to mitigate identified water risks, continuing our work reducing virgin plastics in guest-facing single-use plastics in the U.S. and Canada, and updating our Governance Guidelines to codify the responsibilities and selection of the Lead Independent Director.

Communication with our Board

Shareholders and other parties interested in communicating directly with the Board, the Executive Chair or the Lead Independent Director of the Board may do so by email to boardofdirectors@rbi.com or by writing to: Board of Directors, c/o Jill Granat, General Counsel and Corporate Secretary, Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder.

The Board’s approved process for handling correspondence received by RBI and addressed to the Executive Chair, the Lead Independent Director or to non-management members of the Board provides that the General Counsel and Corporate Secretary reviews all such correspondence and forwards copies of correspondence that, in the opinion of the General Counsel and Corporate Secretary, deals with the functions of the Board or committees thereof or that she otherwise determines requires their attention. The General Counsel and Corporate Secretary may screen frivolous or unlawful communications and commercial advertisements.

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Corporate Governance

Code of Ethics/Conduct

› Code of Business Ethics and Conduct. Our Board has adopted a Code of Business Ethics and Conduct applicable to all non-restaurant employees of RBI and its subsidiaries.

› Code of Ethics for Executive Officers. Our Board has adopted a Code of Ethics applicable to our senior executives to promote the highest ethical standards in RBI’s operation of its global business and the activities of senior management. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website or on a Current Report on Form 8-K within four business days following the date of the amendment or waiver. Our senior executives certify compliance with the Code of Ethics for Executive Officers on an annual basis.

› Code of Conduct for Directors. Our Board has adopted a Code of Conduct to acknowledge its responsibility for promoting an ethical culture through the actions of Board members and the effective oversight of our compliance programs, policies, and procedures. Our Board members certify compliance with the Code of Conduct for Directors on an annual basis.

Each of the Code of Business Ethics and Conduct, the Code of Ethics for Executive Officers and the Code of Conduct for Directors is available in the “Investors—Corporate Governance” section of our website at www.rbi.com.

Our General Counsel and Chief Ethics and Compliance Officer monitors compliance with the Codes and reports any violations to the Board. Furthermore, each of the Code of Ethics for Executive Officers and the Code of Conduct for Directors contemplates that questions or concerns under the Code, as applicable, can be brought directly to the Chair of the Board.

In addition, we have adopted the Restaurant Brands International Inc. Whistle Blowing Policy in order to provide for the receipt and treatment of complaints received by RBI with respect to violations of the Code of Business Ethics and Conduct, as well as other RBI policies and controls. According to the Whistle Blowing Policy, the General Counsel is responsible for conducting the investigation of complaints received and reporting to the Audit Committee. The Audit Committee is responsible for overseeing the secure reporting process and determining what action should be taken with respect to a complaint. The Restaurant Brands International Inc. Whistle Blowing Policy is available in the “Investors—Corporate Governance” section of our website at www.rbi.com.

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Insider Trading Policy

RBI has adopted an insider trading policy and procedures that govern the purchase, sale, and other dispositions of our securities by directors, officers, and employees. We believe that our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and it is RBI’s policy that it will comply with any applicable insider trading laws, rules and regulations and applicable New York Stock Exchange and Toronto Stock Exchange rules with respect to any transactions in its securities.

Related Party Transaction Policy

The Board has adopted a written related person transactions policy, which is administered by the Audit Committee. This policy applies to any transaction or series of related transactions or any material amendment to any such transaction with a value of at least $75,000 and involving a related person and RBI or any subsidiary. However, under U.S. securities laws, RBI may not make any loan or other extension of credit to any of its directors or executive officers.

For purposes of the policy, “related persons” consist of executive officers, directors, director nominees, any shareholder beneficially owning more than five percent of any class of our voting securities, and immediate family members of any such persons. In reviewing related person transactions, the Audit Committee takes into account all factors that it deems appropriate, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No member of the Audit Committee may participate in any review, consideration, or approval of any related person transaction in which the director or any of his or her immediate family members is the related person. All related person transactions will be disclosed in filings as required under applicable securities laws.

Certain Relationships and Related Transactions

Registration Rights Agreement

In 2012, in connection with the merger of BKW with and into Justice Holdco LLC, and the transactions related thereto, BKW entered into a registration rights agreement with 3G Special Situations Fund II, L.P. (the “3G Special Situations Fund”), with respect to shares of BKW common stock purchased by such shareholder in the transaction. In 2014, in connection with our acquisition of Tim Hortons, we assumed the obligations under this registration rights agreement with respect to the registration of common shares of RBI issued and issuable upon exchange of Partnership exchangeable units to this shareholder and its permitted transferees. This registration rights agreement gives the shareholder and any permitted transferee the ability to require us to register RBI common shares for resale, in certain circumstances and subject to limitations, either (i) upon demand, (ii) in a shelf registration statement or (iii) by “piggybacking” on another offering that we are conducting. Pursuant to this registration rights agreement, we are required to pay all expenses of any such registration, other than transfer taxes and underwriting discounts and commissions.

Other Related Transactions

We engaged Akin Gump Strauss Hauer & Feld LLP to assist us with government relations work for a total of $250,000 in 2024, and the team included the sister of Sami Siddiqui, who was President, Popeyes U.S. and Canada when the arrangement was approved by the Audit Committee pursuant to our Related Party Transaction Policy. Later in the year after Mr. Siddiqui became the Chief Financial Officer of RBI, the engagement was terminated.

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Corporate Governance

Employee Indebtedness

None of our current or former directors or executive officers has any amount of indebtedness outstanding to us. As of March 31, 2025, the aggregate amount of indebtedness outstanding by all current and former employees of RBI and any of its subsidiaries, and their respective associates relates to loans for taxes due upon exit from a jurisdiction that are repaid upon the later settlement or exercise of the equity and totals:

Purpose	Aggregate Indebtedness (C$) to RBI or its Subsidiaries
Other	114,087 (1)

(1) The reported aggregate indebtedness consists of loans denominated in U.S. dollars, Euros and Singapore dollars and was converted from these currencies to the Canadian dollar equivalent using the following exchange rates published by the Bank of Canada for March 31, 2025: 1 U.S. dollar = 1.43885 Canadian dollars; 1 Euro = 1.5562 Canadian dollars; and 1 Singapore dollar = 1.0715 Canadian dollars.

Director Compensation

The Board maintains a compensation arrangement for the non-management directors of the Board. The Board compensation arrangement is comprised of the following:

› Initial Equity Grant. Under our director compensation program, each non-management director is entitled to receive a one-time grant of stock options when first appointed to the Board. For 2024, this amount was at a notional value of $1,000,000 and it remains the same for 2025. 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.

› Retainer Fees. For 2024, non-management directors 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 non-management 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 2025.

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 non-management directors during 2024. Directors who are employed by us do not receive additional compensation for their service on the Board. 

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total 2024 Director Compensation ($)
Alexandre Behring		—		140,000		140,000
Maximilien de Limburg Stirum		—		140,000		140,000
J. Patrick Doyle		—		—		—
Christina Farjallat		—		120,000		120,000
Jordana Fribourg(3)		—		106,284		106,284
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(3)		—		113,716		113,716

(1) All of our directors elected to defer their retainer and committee fees for 2024 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, 2023 or shortly after joining a new

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Corporate Governance

committee. The RSUs were granted on December 31, 2024 based on the $64.91 closing price of a common share of RBI on the date prior to the grant date, December 30, 2024, 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, divided by $64.91, multiplied by two.

(2) The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2024 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these awards, refer to Note 13 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and on SEDAR+ at www.sedarplus.ca.

(3) The retainer amounts for Ms. Fribourg and Ms. Sweeney include pro-rated amounts for changes in their committee memberships during 2024.

Director Stock Ownership Guidelines. In March 2021, the Board adopted stock ownership guidelines for non-employee directors to codify our practice of encouraging ownership by members of the Board. Under these guidelines, each non-employee director is required to own RBI equity with a market value of five times the annual base cash retainer within five years of the director’s election to the Board. RSUs count as shares owned for purposes of the stock ownership requirements. All of our non-employee directors who were serving for more than one year as of December 31, 2024 either met or were on track to meet this requirement.

The table below sets forth the aggregate number of RSUs, all of which are earned (other than for Mr. Doyle), and unexercised stock options held by each non-management director as of December 31, 2024. The total value is calculated based on the closing price of RBI common shares on the NYSE of $65.18 and excludes the value of stock options.

Name	RSUs (#)		Options (#)		Shares (#)		LP Units (#)		Total Non-Option Value ($)
Alexandre Behring(1)		132,652		—		148,000		—		18,292,897
Maximilien de Limburg Stirum		8,768		17,934		—		—		571,498
J. Patrick Doyle(2)		1,118,772		2,000,000		627,001		—		113,789,464
Christina Farjallat		3,284		15,218		—		—		214,051
Jordana Fribourg		2,571		13,118		—		—		167,578
Ali Hedayat		18,390		—		7,572		—		1,692,203
Marc Lemann(3)		5,254		15,358		15,000		—		1,320,156
Jason Melbourne		8,241		18,860		—		—		537,148
Daniel Schwartz(4)		12,374		—		1,382,207		137,996		99,893,344
Thecla Sweeney		4,554		17,841		1,350		—		384,823

(1) As of December 31, 2024, 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.

(2) As of December 31, 2024, 500,000 of the shares were held by Lodgepole 231 LLC, of which Mr. Doyle is a member and Investment Manager with the sole voting and dispositive power over all of the assets of the LLC. RSUs include fractional shares rounded to the nearest share.

(3) As of December 31, 2024, the 15,000 shares were held by Maai Ltd., of which Mr. Lemann is the sole owner.

(4) As of December 31, 2024, 1,549 of the RSUs, 529,186 of the shares, and 14,296 of the Partnership units are held by Miami Restaurant Holdings, LLC, and 854,570 of the shares and 123,700 of the Partnership units are held by Ameco Food Holdings LLC. Mr. Schwartz holds all voting and dispositive power over securities held by each entity. RSUs include fractional shares rounded to the nearest share.

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Compensation Discussion and Analysis

In this section, you can read about

Compensation Discussion & Analysis	Page 28
Compensation Committee Report	Page 48
2024 Summary Compensation Table	Page 49
2024 All Other Compensation Table	Page 50
2024 Grants of Plan-Based Awards Table	Page 51
2024 Outstanding Equity Awards at Fiscal Year-End Table	Page 52
2024 Option Exercises and Stock Vested Table	Page 53
2024 Pension Benefits	Page 54
Potential Payments Upon Termination or Change in Control Table	Page 54
Proposal 2 – Advisory Vote on Executive Compensation	Page 58

EXECUTIVE

COMPENSATION

COMPENSATION

DISCUSSION AND

ANALYSIS

Compensation

Committee Report

EXECUTIVE

COMPENSATION

TABLES

PROPOSAL 2

Advisory “say on

pay vote” on executive

compensation

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion & Analysis

This Compensation Discussion and Analysis (“CD&A”), outlines our compensation philosophy and objectives and describes our executive pay programs for 2024 and the compensation of our named executive officers, whom we refer to as our NEOs:

› Joshua Kobza, Chief Executive Officer

› Sami Siddiqui, Chief Financial Officer

› Axel Schwan, President, Tim Hortons Canada and U.S.

› Tom Curtis, President, Burger King U.S. and Canada

› Jill Granat, General Counsel

› Matt Dunnigan, Former Chief Financial Officer

› David Shear, Former President, International

Unless otherwise specified, all dollar amounts set forth in this CD&A are in U.S. dollars.

Our Business and 2024 Performance

2024 Financial Highlights

$44.5B Global System-wide Sales	2.3% Global Comparable Sales	3.4% Global Net Restaurant Growth
17.9% Income from Operations Growth	$3.18 Diluted Earnings per Share	$3.34 Adjusted Diluted Earnings per Share(1)
9.0% Organic Adjusted Operating Income Growth(1)	$1.5B Net Cash from Operating Activities	$1.3B Free Cash Flow(1)

(1) Refer to Appendix B for a reconciliation of Non-GAAP financial measures.

Leadership Changes

Appointment of New Chief Financial Officer

The Board appointed Mr. Siddiqui as Chief Financial Officer effective March 14, 2024. Mr. Siddiqui has held senior roles with RBI over the last 11 years, including President of Tim Hortons, President of RBI Asia Pacific, and most recently as the President of Popeyes Louisiana Kitchen. The Board approved an increase to Mr. Siddiqui’s annual salary from $550,000 to $625,000 as President of Popeyes Louisiana Kitchen. In connection with his appointment as Chief Financial Officer, the Board approved a subsequent increase to Mr. Siddiqui’s annual salary from $625,000 to $685,000, while his bonus opportunity was maintained at 130%. As previously disclosed, in April 2024 Mr. Dunnigan (Former Chief Financial Officer) entered into a separation agreement with RBI, the details of which are provided on page 48.

Other

As previously disclosed, in March 2024, Mr. Shear (Former President, International) entered into a separation agreement with RBI, the details of which are provided on page 47.

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Compensation Discussion and Analysis

RBI’s Executive Compensation Program

Pay-for-Performance Compensation Philosophy

Our compensation philosophy is rooted in our values of ownership and meritocracy and aligns with our shareholders’ interest in long-term value creation:

› Talent: attracting and retaining top talent around the globe;

› Performance: connecting executive outcomes directly to company performance;

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

› Risk Management: mitigating compensation-related retention risk.

Governance and Best Practices

Consistent with our philosophy, our compensation programs complement each other to provide a clear link between what we pay our NEOs and RBI’s performance over both short- and long-term periods. This is clearly reflected in the governance and execution of our compensation program.

What we do

What we don’t do

✓  Pay-for-performance philosophy with large majority of pay at risk for all executives and senior leaders ✓  Incentive program targets directly aligned with key business objectives in the short-term and shareholder value creation in the long-term ✓  Require stock ownership for all senior leaders (Vice Presidents and above); 12x for the CEO ✓  Settle long-term incentives in equity, not cash ✓  Leverage compensation consultant to inform decisions made by Compensation Committee ✓  Maintain an Insider Trading Policy requiring directors, executive officers, and all senior leaders to trade only during pre-established windows with clearance from our legal team ✓  Apply expense qualifier in short-term incentive program for all senior leaders to drive cost-efficient mindset throughout the organization ✓  Annual say-on-pay advisory vote ✓  Incentive clawback policy

✗   Reward executives for excessive and/or unnecessary risk-taking ✗   No hedging, short-selling, margin, and pledging transactions by RBI employees including NEOs ✗   Pay out cash dividends with our long-term incentives before vesting of the underlying shares ✗   Provide uncapped award opportunities ✗   No change in control excise tax gross ups ✗   No repricing of stock options without shareholder approval ✗   No termination for good reason provisions ✗   No single-trigger change in control acceleration ✗   Provide excessive perquisites or benefits

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.

For 2024, 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.

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Compensation Discussion and Analysis

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	u	•  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	u	•  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

Consideration of Shareholder Advisory Vote

As part of its compensation setting process, the Compensation Committee reviews the results of the prior year’s shareholder advisory vote. At the 2024 annual meeting of shareholders, approximately 90.4% of the votes cast were voted in favor of RBI’s executive compensation. The Compensation Committee intends to continue to review the results of the advisory vote and will consider all executive compensation feedback obtained from shareholder engagements.

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Compensation Discussion and Analysis

Shareholder Engagement and Feedback Received

We actively engage with our shareholders on different topics including executive compensation. Below are items of shareholder interest and our responses to how the RBI executive compensation programs align with our shareholders.

What We heard	Our Response
Enhance disclosure on executive compensation decisions and rationale	✓  We have significantly enhanced our CD&A to provide clearer disclosure on compensation decisions, governance practices, and how we set performance targets for RBI executives
Enhance disclosure on ownership guidelines & clawback policies	✓  Unvested PSUs and unexercised options no longer count towards requirements, further aligning our management with shareholder interest ✓  Executives who have not met guidelines will be required to hold >50% of net after-tax shares received from options exercises and vesting of Restricted Share Units and Performance Share Units ✓  Additional details on ownership guidelines and clawback policies provided in their respective sections within this CD&A

Compensation Peer Group

For 2024, 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, consumer packaged goods, and household products within a range of our revenue and market capitalization.

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.	•  Kellogg Company •  Kraft Heinz Company •  Kimberly-Clark Corporation

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Compensation Discussion and Analysis

Compensation Elements

Our compensation program is market-competitive and is based on a pay-for-performance philosophy. The following provides an overview of each element of our compensation program and describes both the process for determining each element and how such compensation relates to RBI’s pay-for-performance philosophy and meritocratic principles.

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Compensation Discussion and Analysis

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:

In all cases, actual bonus payout is subject to:

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

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

› 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.

Annual Bonus Program – Bonus Swap Investment 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 RSUs (“Matching RSUs”). We consider these Matching RSUs to be a key part of our executive team’s Long-Term Incentive compensation.

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Compensation Discussion and Analysis

Eligible employees (including our NEOs) were offered an opportunity to use either 25% or 50% of their calculated net bonus for 2024 (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:

*Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 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.

*Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 50%.

Dividend equivalents accrue on the Bonus 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 Bonus Matching RSU was an issued and outstanding common share. The Dividend Equivalents are subject to the same terms and conditions as the Bonus Matching RSUs to which they relate and will be settled on the relevant settlement date of the Bonus Matching RSUs.

Note that matching RSUs related to the 2024 Annual Bonus program are granted in 2025 and will be reported in the Summary Compensation Table in 2026 proxy statement.

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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 are three-year cliff awards based on relative TSR compared to the S&P 500. Design of our 2024 PSU grants, along with details of PSU awards vesting in 2024 are further detailed below.

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.

Benefits and Perquisites

In addition to base salary, annual cash bonuses and long-term equity incentives, we provide the following executive benefit programs to our NEOs and other executives:

Executive Life Insurance Program

The Executive Life Insurance Program provides life insurance coverage which is paid by us and allows our U.S. executives to purchase additional life insurance coverage at their own expense. Coverage for our NEOs is limited to the lesser of $1.3 million or 2.75 times base salary.

Executive Health Plan

Mr. Shear received medical coverage for 2024 via an international benefits policy, where RBI covers the premiums for insurance coverage for medical and dental expenses. This benefit continued to March 1, 2025 through Mr. Shear’s role as advisor. Further details are provided in the 2024 All Other Compensation Table.

Other Benefits

We maintain a benefits program consisting of retirement income and health and welfare plans, which are available to the NEOs on the same basis as all other full-time employees. Our health and welfare plans consist of life, disability and health insurance benefit plans that are available to all eligible full-time employees. We also provide a 401(k) plan that is available to all eligible full-time U.S. employees. The 401(k) plan includes a matching feature of up to four percent of the employee’s base salary, subject to IRS limits.

RBI provides tax support in the form of tax equalization and tax preparation services to each of the salaried NEOs, so that they can continue to focus on the business regardless of where they need to travel. We also pay for annual comprehensive physicals for employees at the level of vice president and above. Additionally, we offer, at our cost, long term disability insurance of up to 60% of eligible earnings, not to exceed $10,000 per month. From time to time, RBI provides other limited perquisite benefits. Further details are provided in the 2024 All Other Compensation Table.

Compensation Program Evolution

The Compensation Committee completes an annual review of the incentive compensation plan to continue to align our executives with the short and long-term interests of our shareholders. Many factors are considered in the review, including feedback from shareholders, business results, and market trends in order to continue to retain our leaders.

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Compensation Discussion and Analysis

Below timeline provides a summary of the actions we have taken to design our executive compensation plans to continue to align the interests of our senior leaders with those of our shareholders.

2024 Compensation Decisions and Performance Results

Target Compensation

The Compensation Committee annually reviews the compensation of our NEOs and other executives under their purview. After review, the Compensation Committee approved the following salaries and bonus targets and target total direct compensation (“TDC”) for our NEOs for 2024:

										Long-Term Incentives
	Base Salary ($)		Target Bonus (%)			Target Bonus ($)		Target Cash Compensation ($)		Matching RSUs ($)		PSUs ($)		Total Target Direct Compensation ($)
Joshua Kobza Chief Executive Officer		950,000		200	%		1,900,000		2,850,000		2,137,500		9,000,000		13,987,500
Sami Siddiqui Chief Financial Officer		685,000		130	%		890,500		1,575,500		1,001,813		3,500,000		6,077,313
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		4,500,000		6,851,563
Jill Granat General Counsel		630,000		140	%		882,000		1,512,000		992,250		2,500,000		5,004,250

Note: Table above excludes Messrs. Shear and Dunnigan, as their separation agreements signed March 2024 and April 2024 (respectively) stipulate non-participation in the 2024 Annual Bonus Program and forfeitures of their 2024 PSUs.

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Compensation Discussion and Analysis

Target Compensation Mix

For 2024, 93% of our CEO’s target total direct compensation and an average of 89% of the target total direct compensation for our other NEOs was performance-based and/or equity-based.

Note: Excludes Messrs. Shear and Dunnigan, as their separation agreements signed March and April 2024 (respectively) stipulate non-participation in the 2024 Annual Bonus Program and forfeitures of their 2024 PSUs.

2024 Annual Bonus Program

Business Performance

As described in the Annual Bonus Program overview section, the business performance component 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.

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. Threshold achievement for the 2024 plan year was initially defined at 50% payout level which was consistent with prior years. As the Committee reviewed management progress towards its goals in Q3, it became clear that the macroeconomic climate was negatively affecting management’s ability to meet their performance targets for the year. To better reflect the relative performance compared to our peers in the face of these headwinds, the Committee decided to decrease the threshold from 50% payout and extended the performance curve to 0% (by linear interpolation). The 0% achievement level became the new performance threshold as further detailed below.

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Compensation Discussion and Analysis

The assessed business performance achievement for each of our NEOs are outlined in the below scorecards:

(1) NRG achievement for Burger King capped at 100% due to missing Openings target for the year.

(2) RBI scorecard reflects weighted average of brand performance based on 20% each of our 5 franchisor segments (TH, INT, BK, PLK, FHS); TH and BK performance rounded to the nearest $5K (local currency).

(3) Adjusted Operating Income performance metrics differ slightly from those reported in the Annual Report on Form 10-K with the following adjustments: excludes (a) the effect of foreign exchange rates, (b) Restaurant Holdings segment results and (c) adjustment for the impact of the Carrols acquisition on BK and PLK company restaurants.

Individual Performance

As described in the Annual Bonus Program section, the individual performance component is assessed against multiple quantitative and qualitative metrics (“Key Performance Indicators”) that are relevant to each executive’s span of control. The Compensation Committee reviews the Key Performance Indicators for each executive and ensures that they are aligned with the priorities and strategic direction of the company.

The individual performance totals 25% of the NEO’s overall achievement. In response to shareholder feedback on our compensation disclosure practices, we have enhanced this section to provide additional information regarding our 2024 NEOs and the material elements of their compensation below.

Compensation Decisions and Summary

The compensation tables that follow are not meant to be substitutes for the Summary Compensation Table set forth later in this proxy statement but are provided to show the compensation approved by the Compensation Committee for the NEOs’ performance during plan year 2024. The values and other information in these tables differ from those shown in the Summary Compensation Table due to SEC rules requiring that salary be reported as amounts paid for the past year rather than the current base salary amount, and that equity-based awards be reported based on the year of grant rather than the service year to which they relate. Accordingly, the matching RSUs reflected in the following tables will be reported in next year’s Summary Compensation Table, as they were

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Compensation Discussion and Analysis

granted in 2025. The value of PSUs shown in these tables are nominal and assume that the related performance goals are achieved at the target – this is different than the SCT where PSU values are shown based on the grant date fair value determined using a Monte Carlo valuation.

Joshua Kobza Chief Executive Officer RBI Tenure: 12 years	Compensation Decisions (Chief Executive Officer)
	•  Increased base salary from $900,000 to $950,000 •  Maintained annual incentive target percentage of 200% •  LTI decreased from $20,325,000 to $9,000,000 due to non-recurrence of one-time promotion grant in 2023 •  Overall changes resulted in a 44% YoY decrease in TDC
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $900,000 to better align with market	950,000
	Annual Bonus Payout (At Risk)* •  2024 Business Performance: Financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard •  2024 Individual Performance: Operational and financial metrics; resulting in assessment of 70.1% of target	1,131,572 59.6% of target
	Annual Matching RSUs (At Risk)* •  In February 2025, Mr. Kobza elected to swap 50% of his bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs •  Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $2,311,226	1,272,965
	Annual Performance Share Units (At Risk) •  Awarded in February 2024, vesting subject to performance conditions	9,000,000
	Total Compensation	12,354,537

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Compensation Discussion and Analysis

Sami Siddiqui Chief Financial Officer RBI Tenure: 11 years	Compensation Decisions (Chief Financial Officer)
	•  Increased base salary from $550,000 to $625,000 as part of prior role as President, Popeyes U.S. and Canada; subsequent increase to $685,000 reflecting new role and responsibility as CFO •  Maintained annual incentive target percentage of 130% •  Increased LTI from $2,500,000 to $3,500,000 •  Overall changes resulted in a 33% increase in target TDC
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased to $625,000 to better align with market, subsequent increase to $685,000 to reflect new role and responsibility as CFO	685,000
	Annual Bonus Payout (At Risk)* •  Business Performance: All financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard •  Individual Performance: Operational and financial metrics resulting in assessment of 93.3% of target	581,841 65.3% of target
	Annual Matching RSUs (At Risk)* •  In February 2025, Mr. Siddiqui elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs •  Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,050,797	654,508
	Annual Performance Share Units (At Risk) •  Awarded in February 2024 to reflect leadership performance and market, vesting subject to performance conditions	3,500,000
	Total Compensation	5,421,348

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Compensation Discussion and Analysis

	Compensation Decisions (President, Tim Hortons)
Axel Schwan President, Tim Hortons Canada and U.S. RBI Tenure: 13 years	•   Increased base salary from $550,000 to $625,000 •   Maintained annual incentive target percentage of 130% •   Reduced LTI from $5,000,000 to $4,000,000; moderated award amount from grant in 2023 that reflected strong overperformance that year •   Overall changes resulted in a 10% decrease in target TDC
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $550,000 to better align with market and reflect continued tenure as President, Tim Hortons C&US		625,000
	Annual Bonus Payout (At Risk)* •   Business Performance: Franchisee profitability above target, other financial metrics above threshold and below target; assessed at 84.1% of target per Tim Hortons scorecard •   Individual Performance: Operational and financial metrics resulting in assessment of 90.1% of target		695,196 85.6% of target
	Annual Matching RSUs (At Risk)* •   In February 2025, Mr. Schwan elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs •   Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,007,152		787,626
	Annual Performance Share Units (At Risk) •   Awarded in February 2024, vesting subject to performance conditions		4,000,000
	Total Compensation		6,107,822

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Compensation Discussion and Analysis

	Compensation Decisions (President, Burger King)
Tom Curtis President, Burger King U.S. and Canada RBI Tenure: 3 years	•   Increased base salary from $550,000 to $625,000 •   Maintained annual incentive target percentage of 130% •   Increased LTI from $3,000,000 to $4,500,000 to reflect progress on the brand’s turnaround effort •   Overall changes resulted in a 35% increase in target TDC
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $550,000 to better align with market and reflect continued tenure as President, Burger King US&C		625,000
	Annual Bonus Payout (At Risk)* •   Business Performance: All financial metrics above threshold and below target; assessed at 63.4% of target per Burger King scorecard •   Individual Performance: Operational and financial metrics resulting in assessment of 74.6% of target		543,783 66.9% of target
	Annual Matching RSUs (At Risk)* •   In February 2025, Mr. Curtis elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs •   Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,094,744		611,743
	Annual Performance Share Units (At Risk) •   Awarded in February 2024, subject to performance conditions		4,500,000
	Total Compensation		6,280,526

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Compensation Discussion and Analysis

	Compensation Decisions (General Counsel)
Jill Granat General Counsel RBI Tenure: 26 years	•   Increased base salary from $600,000 to $630,000 •   Maintained annual incentive target percentage of 140% •   Increased LTI from $2,250,000 to $2,500,000 •   Overall changes resulted in an 8% increase in target TDC
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $600,000 to reflect experience in the QSR industry and long-term tenure as RBI General Counsel		630,000
	Annual Bonus Payout (At Risk)* •   Business Performance: All financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard •   Individual Performance: Operational and financial metrics resulting in assessment of 89.4% of target		567,687 64.4% of target
	Annual Matching RSUs (At Risk)* •   In February 2025, Ms. Granat elected to swap 50% of annual bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs •   Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,102,206		638,601
	Annual Performance Share Units (At Risk) •   Awarded in February 2024, subject to performance conditions		2,500,000
	Total Compensation		4,336,288

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Compensation Discussion and Analysis

	Compensation Decisions (Former Chief Financial Officer)
Matt Dunnigan Former Chief Financial Officer	•  Employment ended March 14, 2024 with 12-month salary continuation •  Not eligible for participation in the 2024 Annual Bonus Program
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $650,000 to $685,000 prior to separation	685,000
	Annual Bonus Payout (At Risk) •  Target Bonus Payout of $890,500 for the 2024 Annual Bonus Program; with employment ended March 14, 2024, Mr. Dunnigan was not eligible for 2024 Annual Bonus Program payout	-
	Annual Matching RSUs (At Risk)* •  Mr. Dunnigan is not eligible for 2024 Annual Bonus Program •  Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,108,764	-
	Annual Performance Share Units (At Risk) •  Awarded $2,500,000 in February 2024; forfeited with end of employment	2,500,000
	Total Compensation	3,185,000

David Shear Former President, International	Compensation Decisions (Former President, International)
	•  Employed as advisor with a salary of CHF 177,838 ($201,597) until March 1, 2025
	Pay Element	Value (US$)
	Base Salary (Fixed) •  Increased from $700,000 to $735,000 prior to role as advisor	201,597
	Annual Bonus Payout (At Risk) •  Target Bonus Payout of $1,029,000 for the 2024 Annual Bonus Program; with change of role to advisor Mr. Shear was not eligible for 2024 Annual Bonus Program payout	-
	Annual Matching RSUs (At Risk)* •  Mr. Shear not eligible for 2024 Annual Bonus Program •  Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,049,667	-
	Annual Performance Share Units (At Risk) •  Awarded $4,500,000 in February 2024; forfeited with end of employment	4,500,000
	Total Compensation	4,701,597

Note: *Amounts for Bonus Payout and Matching Swap RSUs represent the incentives paid/awarded to the NEOs in February 2025 in respect of 2024 performance, based on the Compensation Committee’s assessment of business and individual performance. The full amount of the annual bonus is reported in the summary compensation table in this year’s annual proxy statement and the matching RSU award will be reflected in the Summary Compensation Table in next year’s Proxy Statement.

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Compensation Discussion and Analysis

Long Term Incentive Grants

Grants Vested in 2024

The PSUs granted in 2021 were earned based on relative TSR versus the S&P 500 for the period from December 31, 2020 to December 31, 2023, with target earned between the 50th and 75th percentiles and more or less earned based on higher or lower thresholds. In January 2024, the Committee determined that the relative TSR for the relevant period was at the 63rd percentile, which resulted in payout at 100%. As previously discussed, the PSUs granted in early 2019 were based on a five-year cliff vesting and earned at 100% based on 2021 Adjusted EBITDA, NRG and comparable sales targets that were certified in 2022.

Grants with Performance Period ending in 2024

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, against pre-established performance targets for SSS, NRG, EBITDA, and Relative TSR. Final performance approved by the Compensation Committee is shown below.

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
*Note: Capped at Max. Payout						135.8%

Grants made in 2024

The Compensation Committee approved long-term incentive awards to the applicable NEOs with a grant date of February 23, 2024, in the form of PSUs that cliff vest March 15, 2027. The three-year relative TSR performance for the 2024 PSU is measured against the S&P 500 for the performance period ending February 23, 2027. Linear interpolation is applied if RBI relative TSR ranking is between 25th and 50th percentile, or between 60th and 85th percentile. Regardless of relative TSR ranking, performance is capped at 100% if RBI’s TSR is negative for the performance period.

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Compensation Discussion and Analysis

Compensation Policies and Governance Practices

Stock Ownership Guidelines

To further align the interests of RBI’s leadership team with those of its shareholders and ensure a long-term perspective, the Compensation Committee has defined minimum stock ownership guidelines for Executives. Effective January 2021, the minimum ownerships levels are as follows:

CEO	● ● ● ● ● ● ● ● ● ● ● ●	12x Annual Salary
Executive Vice Presidents & C-Suite Pay Bands 9 & 10	● ● ● ● ● ●	6x Annual Salary
Senior Vice Presidents Pay Band 8	● ● ● ●	4x Annual Salary
Vice Presidents Pay Band 7	● ●	2x Annual Salary

Executives have five years from the adoption date of the policy or from their initial promotion into an eligible position to achieve the required ownership levels. Executive officers that were subject to the prior guidelines from 2017 must currently meet the requirements of 5x base salary for the CEO and 3x base salary for Pay Bands 9 & 10 (unless they have been in position for less than five years) and then meet the new requirements within five years from January 2021 or, if later, the start date in the applicable position. The Compensation Committee may allow exceptions to these guidelines in the event of hardship or other extraordinary circumstances.

These guidelines provide that (1) outstanding RBI common shares and Partnership exchangeable units directly owned, (2) outstanding RBI common shares and Partnership exchangeable units held by an executive’s spouse or dependent children or by a trust held for the benefit of the executive’s spouse and/or children where executive and/or spouse is trustee or investment advisor, and (3) RSUs held by executive, net of assumed 45% tax rate may be included in determining whether an officer has met the minimum ownership requirement.

2025 Changes – Ownership Guidelines

Effective March 1, 2025. To enhance our ownership guidelines and further align our policies with shareholder interests, we have made the below changes:

•  Earned but unvested PSUs no longer count towards the requirement

•  Vested but unexercised stock options no longer count towards the requirement

•  Executives must retain 50% of net after tax shares received from option exercises (excluding shares used to fund the exercise price) and vesting of RSUs and PSUs until guidelines have been met

As of February 28, 2025, the total value of equity held by Mr. Kobza, our Chief Executive Officer, in accordance with the policy was $64.7 million or 68.1x his base salary rate, consisting of $62,711,026 in common shares, $1,637,873 in after tax RSUs, and $353,198 in Partnership units (based on the closing price of our common shares on the NYSE that day of $65.25). All NEOs have met the guidelines as of February 28, 2025.

Clawback Policies

The Compensation Committee maintains a clawback policy which requires RBI to seek to recoup incentive awards made to RBI’s executive officers if the financial results on which such awards were based are subsequently restated.

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Compensation Discussion and Analysis

Effective November 30, 2023, the policy was amended and restated to require with respect to incentive-based compensation received or deemed received after October 2, 2023 that, in the event of a restatement, the Compensation Committee determine the amount of incentive-based compensation that exceeds the amount that would have been received based on restated amounts. Under the policy, the Company must demand repayment or return of such amounts from executive officers. For compensation received prior to October 2, 2023, the prior policy will apply and requires RBI to seek to recoup amounts to the extent such incentive compensation was within a two-year period and the executive officer’s intentional misconduct contributed to the restatement.

Our 2023 Omnibus Plan and our Amended and Restated 2014 Omnibus Incentive Plan each provide that any awards granted under such plan on or after January 1, 2017 are subject to recoupment pursuant to the clawback policy and applicable law. In addition, our stock option, PSU and RSU award agreements provide that, in certain circumstances, the award and any proceeds or other benefits a participant may receive may be subject to forfeiture and/or repayment to RBI.

Insider Trading and Anti-Hedging Policies

Our insider trading policy limits the timing and types of transactions in RBI securities by executive officers, directors, and employees, including our NEOs. Among other restrictions, the policy prohibits short selling, hedging, margin accounts, and pledging transactions by RBI employees, including the NEOs, other than broker assisted exercise or settlement of equity awards.

Non-employee directors are prohibited from short-selling RBI securities and transacting in puts or calls on RBI securities, and must comply with pre-clearance procedures for any other hedging or pledge transactions.

Employment and Separation Agreements

During 2024, RBI and two of its subsidiaries (Burger King Company LLC or a subsidiary thereof and The TDL Group Corp.) had employment agreements in place with each of Mr. Kobza and Ms. Granat and RBI and one of its U.S. subsidiaries had an employment agreement in place with Mr. Siddiqui (collectively, the “Multi-Party Employment Agreements”) in each case due to the fact that the executive allocates his or her working hours among RBI and the subsidiaries. Pursuant to the Multi-Party Employment Agreements, each company is responsible for paying that portion of the executive’s salary and annual bonus based on the percentage of the executive’s working hours allocated to such company. Each Multi-Party Employment Agreement sets forth the initial base salary and target bonus (as a percentage of base salary) of the executive. The Multi-Party Employment Agreements also provide that (i) each of the executives is tax equalized to the U.S. to help ensure that the executive does not gain or lose financially due to the different tax and social security implications or consequences of the executive’s employment with multiple companies and (ii) that RBI will pay for tax preparation services for such executive. Either the company or the executive may terminate the employment relationship at any time. If a company terminates the employment of an executive under its respective employment agreement without cause or due to the executive’s death or disability, the provisions of RBI’s policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, including, if applicable, RBI’s severance policy, or provincial employment standards legislation, if such legislation provides for greater severance benefits, will apply. This severance will be paid to the executives by the respective companies based on the same allocation applied to base compensation. If an executive is terminated by one company, his or her employment with the other companies will also terminate.

In January 2021, Mr. Schwan entered into an agreement with The TDL Group Inc. regarding his salary, bonus and benefits, as well as certain tax equalization provisions and expatriate benefits. In August 2021, Mr. Curtis entered into an offer letter with the predecessor of Burger King Company LLC regarding his salary, bonus and benefits.

In December 2020, Mr. Shear entered into a letter agreement with several of our foreign subsidiaries regarding his salary, bonus, and benefits. In 2021, he entered into a tax equalization agreement with respect to compensation while he is employed in Switzerland, so that his tax responsibility will be based on employment in

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the US. In March 2024, Mr. Shear and our subsidiaries modified his offer letter to reflect his new role as an advisor and entered into a separation agreement pursuant to which Mr. Shear separated from the company effective March 1, 2025 and was eligible for severance benefits upon termination of employment, including payment of relocation benefits for a move back to the U.S. and a lump sum payment of $42,000 in lieu of post-employment health and welfare benefits. In consideration for such benefits, Mr. Shear has confirmed various post-employment restrictive covenants, including those related to non-competition, non-solicitation and confidentiality. He also agreed to additional covenants related to non-disparagement and non-interference with franchisee relations, as well as a release of claims in favor of the Company.

In April 2024, Mr. Dunnigan entered into a separation agreement pursuant to which we agreed to provide severance benefits upon termination of employment, including an amount equivalent to his annual base salary and health and welfare benefits for one year. Also, Mr. Dunnigan vested in an additional 30% of his 2020 performance stock units, in recognition of completion of four years of the five-year vesting period. In consideration for such benefits, Mr. Dunnigan confirmed various post-employment restrictive covenants, including those related to non-competition, non-solicitation and confidentiality. He also agreed to additional covenants related to non-disparagement and non-interference with franchisee relations, as well as a release of claims in favor of RBI.

Non-Competition and Confidentiality

Each of the NEOs has agreed in his or her employment agreement or in a non-compete, non-solicitation and confidentiality agreement (i) not to compete with us during the term of his or her employment and for one year after the termination of employment, (ii) not to solicit our employees or franchisees during the term of his or her employment and for one year after termination, and (iii) to maintain the confidentiality of our information. If the executive breaches any of these covenants, we will cease providing any severance (if applicable) or other benefits to him or her.

Compensation Committee Report

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have approved the inclusion of the Compensation Discussion & Analysis in this Proxy Statement.

COMPENSATION COMMITTEE

Alexandre Behring, Chair

Christina Farjallat

Jason Melbourne

April 23, 2025

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Executive Compensation

EXECUTIVE COMPENSATION

The following tables provide information on the compensation of our NEOs for our 2024 fiscal year. Our NEOs include the individual who served as our CEO during 2024, the two individuals who served as CFO during 2024, our three other most highly compensated officers who were serving as executive officers at the end of 2024 and an individual who would have been among the top three other most highly compensated individuals but was not serving as an executive officer at the end of 2024.

2024 Summary Compensation Table

Named Executive Officer	Year		Salary  ($)(1)		Bonus  ($)		Stock  Awards  ($)(2)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in pension value and NQ Deferred Comp Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Joshua Kobza		2024		941,667		—		11,626,221		1,131,572		—		770,408		14,469,868
CEO		2023		890,000		—		26,007,809		2,054,471		—		15,261		28,967,541
		2022		832,442		—		10,907,929		1,560,723		—		94,928		13,396,022
Sami Siddiqui		2024		660,000		—		4,673,265		581,841		—		18,619		5,933,725
CFO
Axel Schwan		2024		600,572		—		5,147,115		695,196		—		574,285		7,017,168
President, Tim Hortons Canada & US		2023		548,884		—		6,440,533		895,261		—		575,119		8,459,797
Thomas Curtis		2024		612,500		—		5,752,202		543,783		—		20,941		6,929,426
President, Burger King		2023		550,000		—		3,842,261		973,135		—		20,399		5,385,795
US & Canada		2022		545,833		—		3,454,071		547,210		—		18,323		4,565,437
Jill Granat		2024		625,000		—		3,689,683		567,687		—		163,426		5,045,796
General Counsel
David Shear		2024		317,008		—		5,707,125		—		—		917,574		6,941,707
Former President,		2023		734,912		—		6,866,274		933,067		—		1,171,872		9,706,125
International		2022		692,024		—		5,476,751		1,323,085		—		1,562,202		9,054,082
Matthew Dunnigan		2024		136,875		—		3,696,241		—		—		858,236		4,691,352
Former CFO		2023		650,000		—		3,674,056		985,585		—		2,555		5,312,196
		2022		620,347		—		4,563,480		875,696		—		150,463		6,210,013

(1) Unless otherwise stated, amounts paid to Mr. Schwan and Mr. Shear were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Schwan: 1 USD = 1.3727 CAD and for Mr. Shear: 1 USD = 0.8821 CHF.

(2) Amounts shown in this column include the aggregate grant date fair value of Bonus Matching Restricted Share Units (“Bonus Matching RSUs”) granted in calendar years 2024, 2023, and 2022 under the Bonus Swap Program to the NEOs for 2023, 2022, and 2021 and computed in accordance with FASB ASC Topic 718. Under the Bonus Swap Program for such years, the Bonus Matching RSUs for the participating NEOs were calculated by (1) multiplying a NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by 2.25, and (3) dividing the total by the closing price of an RBI common share on the trading day preceding the grant date. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO.

(3) Amounts shown in this column include the aggregate grant date fair value of PSUs granted in calendar years 2024,2023, and 2022. The aggregate grant date fair value of the PSUs was computed based on the probable outcome of the relative TSR performance measure using Monte Carlo valuation. The value of the 2024 PSUs at the grant date assuming the highest level of performance achieved based on the performance measure would be $13,972,492 (Mr. Kobza); $5,433,702 (Mr. Siddiqui); $6,209,945 (Mr. Schwan); $6,986,188 (Mr. Curtis and Mr. Shear); and $3,881,215 (Ms. Granat and Mr. Dunnigan). The dividend equivalents are converted to shares if and to the extent the underlying PSUs or RSUs vest. Actual amounts will be based on the RBI share price on the settlement date. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO.

(4) The amounts reported in this column reflect compensation earned for 2024 performance under our Annual Bonus Program. 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

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finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis—Bonus Swap Program”, in February 2025, each of the NEOs elected to swap 50% of their calculated net non-equity incentive plan compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts representing 50% of 2024 non-equity compensation forgone and used to purchase RBI common shares in February 2025 on were as follows: Mr. Kobza—$565,786; Mr. Siddiqui—$290,920; Mr. Schwan—$347,598; Mr. Curtis—$271,892 and Ms. Granat—$283,844.

(5) Ms. Granat’s change in pension value was ($1,297).

(6) Details of the amounts set forth in this column related to 2024 are included in the 2024 All Other Compensation Table.

2024 All Other Compensation Table

The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the 2024 Summary Compensation Table.

Named Executive Officer	Year		Company Contribution to Retirement and 401(k) Plans ($)(2)		Tax  Equalization  ($)(3)		Expatriate Benefits ($)(4)		Other ($)(5)			Total ($)
Joshua Kobza		2024		13,800		749,167		—		7,441			770,408
Sami Siddiqui		2024		13,800		—		—		4,819			18,619
Axel Schwan(1)		2024		15,531		328,106		224,114		6,534			574,285
Thomas Curtis		2024		13,800		—		—		7,141			20,941
Jill Granat		2024		13,800		143,665		—		5,961			163,426
David Shear(1)		2024		98,851		650,685		106,261		61,777			917,574
Matthew Dunnigan		2024		—		167,005		—		691,231	(6)		858,236

(1) Unless otherwise stated, amounts paid to Mr. Schwan and Mr. Shear were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Schwan: 1 USD = 1.3727 CAD and for Mr. Shear: 1 USD = 0.8821 CHF .

(2) These amounts represent RBI’s match to the retirement plan of each respective NEO.

(3) Pursuant to the Multi-Party Employment Agreements with Mr. Kobza, Mr. Siddiqui, Ms. Granat, and Mr. Dunnigan, we tax equalize each executive’s compensation to the U.S., including with respect to vesting of equity awards. See discussion of Multi-Party Employment Agreements in the CD&A above. Pursuant to our agreements with Mr. Shear and Mr. Schwan, we have agreed to tax equalize cash compensation to U.S. income tax rates. Amounts above reflect gross payments made to non-U.S. tax authorities and are not net of refunds received by RBI with respect to prior year over withheld payments.

(4) Includes expatriate benefits for Mr. Schwan and Mr. Shear.

(5) Includes the cost of premiums for the Executive Life Insurance Program for Messrs. Kobza, Siddiqui, Schwan, Curtis, and Dunnigan and Ms. Granat, as well as the tax preparation costs for Messrs. Kobza, Siddiqui, Schwan, Shear, Dunnigan and Ms. Granat. For Mr. Shear this also includes family, child and education, transportation and personal health allowances.

(6) Includes the value of salary continuation pursuant to Mr. Dunnigan’s separation agreement entered into in April 2024.

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2024 Grants of Plan-Based Awards Table

The following table provides information about cash (non-equity) and equity compensation awarded to our NEOs in 2024, including: (1) the range of possible cash payouts under our 2024 Annual Bonus Program; (2) the grant date and approval date of equity awards; (3) the number of Bonus Matching RSUs awarded in February 2024 in connection with the 2023 Annual Bonus Program; and (4) the grant date fair value of the Bonus Matching RSUs and PSUs awarded during 2024 as described above in Notes 2 and 3 to the 2024 Summary Compensation Table, respectively. The Bonus Matching RSUs are discussed in greater detail in the CD&A above.

Named Executive Officer	Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Grant Date		Approval Date		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 ($)
	Threshold ($)(1)(2)		Target ($)(1)(2)		Maximum ($)(1)(2)						Threshold (#)		Target (#)		Maximum (#)
Joshua Kobza		—		1,900,000		3,325,000
								02/23/24		01/29/24		59,697		119,395		179,092				9,314,995
								02/23/24		01/29/24								30,661		2,311,226
Sami Siddiqui		—		890,500		1,558,375
								02/23/24		01/29/24		23,215		46,431		69,646				3,622,468
								02/23/24		01/29/24								13,940		1,050,797
Axel Schwan		—		812,500		1,421,875
								02/23/24		01/29/24		26,532		53,064		79,596				4,139,963
								02/23/24		01/29/24								13,361		1,007,152
Thomas Curtis		—		812,500		1,421,875
								02/23/24		01/29/24		29,848		59,697		89,545				4,657,458
								02/23/24		01/29/24								14,523		1,094,744
Jill Granat		—		882,000		1,543,500
								02/23/24		01/29/24		16,582		33,165		49,747				2,587,477
								02/23/24		01/29/24								14,622		1,102,206
David Shear		—		1,029,000		1,800,750
								02/23/24		01/29/24		29,848		59,697		89,545				4,657,458
								02/23/24		01/29/24								13,925		1,049,667
Matthew Dunnigan		—		890,500		1,558,375
								02/23/24		01/29/24		16,582		33,165		49,747				2,587,477
								02/23/24		01/29/24								14,709		1,108,764

(1) Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2024 (Mr. Kobza—$950,000; Mr. Siddiqui—$685,000; Mr. Schwan—$625,000, Mr. Curtis—$625,000, and Ms. Granat—$630,000) other than for Mr. Shear and Mr. Dunnigan which show amounts granted based on their base salary as of March 31, 2024.

(2) Threshold amounts reflect amounts payable under our 2024 Annual Bonus Program. The threshold originally was set based on overall achievement at 50% and was modified to overall achievement at 0%. 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%. Amounts do not take into consideration the impact of CEO or Compensation Committee discretion. A full discussion of our 2024 Annual Bonus Program is included in the CD&A above.

(3) Threshold amounts reflect shares earned assuming the performance criteria are met at 50%; the target amounts reflect shares earned assuming the performance criteria are met at 100%; and the maximum amounts reflect shares earned assuming the performance criteria are met at 150%. See Note 10 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information.

(4) See Note 2 to the 2024 Summary Compensation Table and Note 9 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information.

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2024 Outstanding Equity Awards at Fiscal Year-End Table

				Option Awards								Stock Awards(1)
NEO Officer	Grant Date			Securities Unexercised Options Exercisable (#)		Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)(11)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#)(11)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Joshua		05/05/17			200,000		—		56.92		05/04/27		—		—		—		—
Kobza		02/21/20	(3)		—		—		—		—		236,658		15,425,390		—		—
		02/25/22	(4)		—		—		—		—		8,394		547,113		—		—
		04/20/22	(5)		—		—		—		—		185,436		12,086,711		—		—
		02/22/23	(6)		—		—		—		—		13,692		892,450		—		—
		02/22/23	(7)		—		—		—		—		—		—		316,995		20,661,743
		02/23/24	(9)		—		—		—		—		23,553		1,535,194		—		—
		02/23/24	(10)		—		—		—		—		—		—		61,144		3,985,356
Sami		02/24/17			80,000		—		55.55		02/23/27		—		—		—		—
Siddiqui		02/21/20	(2)		—		20,000		66.31		02/20/30		—		—		—		—
		02/21/20	(3)		—		—		—		—		23,666		1,542,539		—		—
		12/14/20	(3)		—		—		—		—		22,894		1,492,228		—		—
		02/25/22	(4)		—		—		—		—		2,374		154,745		—		—
		04/20/22	(5)		—		—		—		—		59,338		3,867,653		—		—
		02/22/23	(6)		—		—		—		—		4,703		306,551		—		—
		02/22/23	(8)		—		—		—		—		—		—		38,990		2,541,394
		02/23/24	(9)		—		—		—		—		10,708		697,967		—		—
		02/23/24	(10)		—		—		—		—		—		—		23,778		1,549,848
Axel		02/23/18			40,000		—		58.44		02/22/28		—		—		—		—
Schwan		02/22/19			30,000		—		64.75		02/21/29		—		—		—		—
		02/21/20	(2)		—		56,000		66.31		02/20/30		—		—		—		—
		02/21/20	(3)		—		—		—		—		47,332		3,085,078		—		—
		02/25/22	(4)		—		—		—		—		3,816		248,707		—		—
		04/20/22	(5)		—		—		—		—		59,338		3,867,653		—		—
		02/22/23	(6)		—		—		—		—		8,287		540,167		—		—
		02/22/23	(8)		—		—		—		—		—		—		77,981		5,082,789
		02/23/24	(9)		—		—		—		—		10,264		668,994		—		—
		02/23/24	(10)		—		—		—		—		—		—		27,175		1,771,255
Thomas		02/25/22	(4)		—		—		—		—		2,508		163,469		—		—
Curtis		04/20/22	(5)		—		—		—		—		59,338		3,867,653		—		—
		02/22/23	(6)		—		—		—		—		4,800		312,888		—		—
		02/22/23	(8)		—		—		—		—		—		—		46,788		3,049,673
		02/23/24	(9)		—		—		—		—		11,156		727,141		—		—
		02/23/24	(10)		—		—		—		—		—		—		30,572		1,992,662
Jill		05/05/17			50,000		—		56.92		05/04/27		—		—		—		—
Granat		02/21/20	(2)		—		25,000		66.31		02/20/30		—		—		—		—
		02/21/20	(3)		—		—		—		—		29,582		1,928,174		—		—
		02/25/22	(4)		—		—		—		—		4,688		305,556		—		—
		04/20/22	(5)		—		—		—		—		51,922		3,384,307		—		—
		02/22/23	(6)		—		—		—		—		7,581		494,160		—		—
		02/22/23	(8)		—		—		—		—		—		—		35,091		2,287,255
		02/23/24	(9)		—		—		—		—		11,232		732,081		—		—
		02/23/24	(10)		—		—		—		—		—		—		16,984		1,107,034
David		02/21/20	(2)		—		25,000		66.31		02/20/30		—		—		—		—
Shear		02/21/20	(3)		—		—		—		—		29,582		1,928,174		—		—
		12/14/20	(3)		—		—		—		—		22,894		1,492,228		—		—
		02/25/22	(4)		—		—		—		—		5,208		339,452		—		—
		04/20/22	(5)		—		—		—		—		89,009		5,801,574		—		—
		02/22/23	(6)		—		—		—		—		11,607		756,564		—		—
		02/22/23	(8)		—		—		—		—		—		—		77,981		5,082,789
		02/23/24	(9)		—		—		—		—		10,697		697,233		—		—
		02/23/24	(10)		—		—		—		—		—		—		30,572		1,992,662

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(1) The awards are valued based on closing price of a common share as reported on the NYSE on December 31, 2024, which was $65.18.

(2) Stock options granted on February 21, 2020 vest in full on February 21, 2025.

(3) The shares reported in this row represent shares issuable under the PSU award that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs.

(4) Reflects Bonus Matching RSUs issued on February 25, 2022 in connection with the 2021 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31st of 2022, 2023, 2024 and 2025.

(5) The shares reported in this row represent shares issuable under the PSU award granted on April 20, 2022 that cliff vest on February 25, 2025. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year CAGR for organic Adjusted EBITDA, comparable sales and NRG, as modified by actual performance on a relative total shareholder return from December 2021 to December 2024. In January 2025, the Compensation Committee determined RBI’s achievement was 136% of the performance goal for the PSUs.

(6) Reflects Bonus Matching RSUs issued on February 22, 2023 in connection with the 2022 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15th of 2023, 2024, 2025 and 2026.

(7) The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on May 21, 2028. The 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.

(8) The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on February 22, 2026. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from December 2022 to December 2025.

(9) Reflects Bonus Matching RSUs issued on February 23, 2024 in connection with the 2023 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15th of 2024, 2025, 2026 and 2027.

(10) The shares reported in this row represent the threshold number of shares issuable under the PSU award granted on February 23, 2024 that cliff vest on March 15, 2027. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from February 2024 to February 2027.

(11) Includes dividend equivalents as of December 31, 2024 on (i) unvested RSUs and (ii) on unvested PSUs. Dividend equivalents are accrued (in the form of additional units) on the RSUs and PSUs during the vesting period. The dividend equivalents are converted to shares if and when the underlying RSUs or PSUs vest.

2024 Option Exercises and Stock Vested Table

	Option Awards				Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)		Value ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Joshua Kobza		335,494		11,042,548		406,547		30,309,672
Sami Siddiqui		—		—		108,994		8,051,700
Axel Schwan		—		—		46,592		3,376,203
Thomas Curtis		—		—		51,658		3,490,565
Jill Granat		150,332		5,228,987		105,949		7,772,463
David Shear		—		—		121,497		8,956,189
Matthew Dunnigan		220,000		4,686,076		209,275		15,975,550

(1) The value realized on exercise of options is calculated by multiplying the number of shares exercised times the difference between the fair market value of a common share at the time of exercise and the exercise price of the options.

(2) The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our shares on the date the stock awards vested.

Restaurant Brands International   2025 Proxy Statement    |    Page 53

Executive Compensation

Pension Benefits Table

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.

Named Executive Officer	Plan Name	Number of Years of Eligible Credited Service as of December 31, 2024	Present Value of Accumulated Benefits ($)(1)	Payments During Last Fiscal Year ($)
Jill Granat	The Burger King Retirement Plan	26	59,612	—

(1) The present value represents the value of the benefit payable at age 65 (or immediately if over age 65) and is based on the ICR 2025 mortality table and the 2025 plan year segment rates of 4.42%, 5.04% and 5.46%.

Potential Payments Upon Termination or Change in Control Table

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, 2024. 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.

Messrs. Kobza, Siddiqui, Schwan, Curtis and Ms. Granat

The amounts Messrs. Kobza, Siddiqui, Schwan, and Curtis and Ms. Granat would have been entitled to receive upon termination of employment on December 31, 2024 due to (1) death or disability, (2) without cause or (3) without cause after a Change in Control would have been governed by:

› the terms of their respective employment agreements, which are described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements”;

› the Restaurant Brands International Inc. U.S. Severance Pay Plan (the “RBI Severance Plan”)

› the 2024 Annual Bonus Program, as amended; and

› the terms of their respective outstanding equity grants under our 2014 Omnibus Plan and 2023 Omnibus Plan.

None of the employment agreements with our NEOs provide for any termination payments if the employee terminates his or her employment for “good reason”.

Messrs. Dunnigan and Shear

Mr. Dunnigan’s employment terminated in March 2024. Pursuant to his separation agreement, we agreed to provide severance benefits upon termination of employment, including an amount equivalent to his annual base salary of $685,000 and health and welfare benefits for one year. Also, Mr. Dunnigan vested in 80% of his 2020 performance stock units and 66.7% of his 2022 performance stock units. Mr. Dunnigan’s separation agreement is described earlier under the heading “Compensation Discussion and Analysis – Employment and Separation Agreements.”

Mr. Shear’s employment terminated in March 2025. Amounts due upon termination without cause are presented for him in accordance with his separation agreement, which is described earlier under the heading “Compensation Discussion and Analysis – Employment and Separation Agreements.”

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Executive Compensation

Programs

RBI Severance Pay Plan. – Pursuant to the RBI Severance Plan adopted on October 21, 2016 and updated on November 1, 2016, eligible employees whose employment is involuntarily terminated due to reductions in staff, position elimination, facility closing, closure of a business unit or organizational changes or restructuring are entitled to two weeks of severance for every year worked, with an eight-week minimum and capped at eight months 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.

Equity Award Agreements

All of the equity awards provide that subject to terms and conditions imposed by the Compensation Committee in accordance with the 2023 Omnibus Plan and the 2014 Omnibus Plan, the awards will vest in full upon a termination Without Cause within 12 months following a Change in Control, as defined in the applicable plan.

Bonus Matching Restricted Share Units – Pursuant to the award agreements governing the issuances of our Bonus Matching RSUs granted, all unvested Bonus Matching RSUs will be forfeited if the employee’s employment is terminated.

Stock Options – Pursuant to the award agreements governing the issuances of stock options, if an employee is terminated prior to the vesting date, (i) “Without Cause” or (ii) by reason of the employee’s Retirement or Disability (each as defined in the award agreement), the employee (or such other person who is entitled to exercise the option) shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on each of the first through fifth anniversaries of the grant date. If the employment is terminated by reason of the employee’s death, then the employee’s beneficiary shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date. In any such event, the employee, or his or her beneficiary, may exercise the option to the extent vested on the date of termination of service for a period of (1) 90 days, in the case of termination Without Cause or (2) one year, in the case of termination due to death, Retirement or Disability.

Performance Share Units – Pursuant to the amended 2020 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to the third anniversary of the award, he or she will forfeit the entire award. If his or her employment is terminated on or after the third anniversary of the grant date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s “Retirement” (each as defined in the award agreement), the PSUs shall be deemed to have been vested 50% on third anniversary of the grant date and 100% on the fifth anniversary of the grant date. If his or her employment is terminated by reason of disability, the PSUs shall be deemed vested 20% on each of the first through fifth anniversary of the grant date. If his or her employment is terminated by reason of death, the PSUs shall be deemed to have been vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date.

Restaurant Brands International   2025 Proxy Statement    |    Page 55

Executive Compensation

Pursuant to the 2022, 2023 and 2024 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to one year before the vesting date of the award, he or she will forfeit the entire award. If his or her employment is terminated on or after such date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s Retirement (each as defined in the applicable award agreement), the PSUs shall be deemed to have been vested 67% on such date. If his or her employment is terminated by reason of death or disability, the PSUs shall be deemed vested one-third on each of the first through third anniversary of the grant date.

Named Executive Officer	Compensation Type	Death ($)			Disability ($)			Termination Without Cause  ($)			Termination without Cause After Change in Control ($)
Joshua Kobza	Salary		—			—			438,462	(1)		438,462	(1)
	Bonus		1,131,572	(2)		1,131,572	(2)		1,131,572	(2)		1,131,572	(2)
	Option Valuation		—	(3)		—	(4)		—	(4)		—	(5)
	Stock Units		21,337,997	(6)		18,252,919	(7)		13,625,302	(8)		55,857,390	(9)
	Value of Benefits Continuation		—			—			10,717			10,717
	Total		22,469,569			19,384,491			15,206,053			57,438,141
Sami Siddiqui	Salary								289,808	(1)		289,808	(1)
	Bonus		581,841	(2)		581,841	(2)		581,841	(2)		581,841	(2)
	Option Valuation		—	(3)		—	(4)		—	(4)		—	(5)
	Stock Units		5,773,897	(6)		5,166,943	(7)		3,409,382	(8)		12,658,998	(9)
	Value of Benefits Continuation		—			—			4,013			4,013
	Total		6,355,738			5,748,784			4,285,044			13,534,660
Axel Schwan	Salary		—			—			312,500	(1)		312,500	(1)
	Bonus		695,196	(2)		695,196	(2)		695,196	(2)		695,196	(2)
	Option Valuation		—	(3)		—	(4)		—	(4)		—	(5)
	Stock Units		6,671,339	(6)		6,054,324	(7)		3,434,537	(8)		15,992,122	(9)
	Value of Benefits Continuation		—			—			3,314			3,314
	Total		7,366,535			6,749,520			4,445,547			17,003,132
Thomas Curtis	Salary		—			—			96,154	(1)		96,154	(1)
	Bonus		543,783			43,783			543,783			543,783
	Option Valuation		—			—			—			—
	Stock Units		2,908,556	(6)		2,908,556	(7)		1,891,998	(8)		11,062,372	(9)
	Value of Benefits Continuation		—			—			4,720			4,720
	Total		3,452,339			3,452,339			2,536,655			11,707,029
Jill Granat	Salary		—			—			420,000	(1)		420,000	(1)
	Bonus		567,687	(2)		567,687	(2)		567,687	(2)		567,687	(2)
	Option Valuation		—	(3)		—	(4)		—	(4)		—	(5)
	Stock Units		4,346,120	(6)		3,960,486	(7)		2,619,615	(8)		10,432,232	(9)
	Value of Benefits Continuation		—			—			670			670
	Total		4,913,807			4,528,173			3,607,972			11,420,589
David Shear	Salary		—			—			—			—
	Bonus		—			—			—			—
	Option Valuation		—			—			—			—
	Stock Units		—			—			12,691,223	(10)		—
	Value of Benefits Continuation		—			—			42,000	(10)		—
	Total		—			—			12,733,223			—

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Executive Compensation

(1) Because the employment agreements with our NEOs provide that severance will be determined under the provisions of the policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, these amounts are determined under the RBI Severance Plan. The severance payment for Mr. Kobza is 24 weeks of base pay, the severance payment for Mr. Siddiqui is 22 weeks of base pay, the severance payment for Mr. Schwan is 26 weeks of base pay, the severance payment for Mr. Curtis is 8 weeks of base pay, and the severance payment for Ms. Granat is 35 weeks of base pay.

(2) Based upon amounts actually paid under the 2024 Annual Bonus Program as amended. In addition, pursuant to their employment agreements and our policy, we will make appropriate tax equalization payments on these non-equity incentive compensation amounts to the appropriate authority on behalf of Mr. Kobza, Mr. Siddiqui, Mr. Schwan, Ms. Granat, Mr. Shear and Mr. Dunnigan. These amounts are not included in the amounts shown.

(3) In the case of termination for death, the options will vest 20%, 40% and 100% on the first, second and third anniversaries of the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned.

(4) In the case of termination Without Cause or for Disability, options will vest as if vesting was in five equal installments as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned.

(5) In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2014 Omnibus Plan), all outstanding options would vest. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned.

(6) In the case of termination for Death, the PSUs granted in 2020 will vest at 100%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024.

(7) In the case of termination by reason of Disability, the PSUs granted in 2020 will vest at 80%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024.

(8) In the case of termination Without Cause, the PSUs granted in 2020 will vest at 50% until the fifth anniversary of the grant date, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will be deemed 67% vested if the executive’s employment is terminated within one year of the vesting date of the award. If the executive’s employment is terminated prior to one year before the vesting date of the award, the entire award will be forfeited. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024.

(9) In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2023 Omnibus Plan and 2014 Omnibus Plan), all outstanding Bonus Matching RSUs, RSUs and PSUs would vest.

(10) Reflects the value of the lump sum payment of $42,000 in lieu of health and welfare benefits and the value as of December 31, 2024 based on the awards Mr. Shear will retain pursuant to his separation agreement entered into in March 2024. 2022 PSUs were retained at 100% and 2023 PSUs were retained at 67%.

Restaurant Brands International   2025 Proxy Statement    |    Page 57

Proposal 2

PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by SEC rules, we are asking shareholders to approve, on a non-binding advisory basis, the 2024 compensation to our named executive officers as described in the “Executive Compensation” section of this proxy statement beginning on page 28. Under the TSX rules, this non-binding advisory approval of the 2024 compensation provided to named executive officers is optional. At the 2024 annual general meeting of shareholders, our shareholders approved, on an advisory basis, the compensation of our named executive officers.

Shareholders are urged to read the CD&A section as well as the 2024 Summary Compensation Table and related compensation tables and narratives. We believe that compensation is an important tool to further our long-term goal of creating shareholder value. As such, our compensation philosophy is based on pay-for-performance and meritocratic principles, which incorporate our achievement of specific financial goals as well as achievement by employees of individual performance goals. As discussed in detail in the CD&A, our compensation programs are designed to foster long-term value creation for our shareholders by:

› attracting and retaining top talent;

› connecting executive outcomes to company performance;

› placing a significant portion of compensation at risk if performance goals are not achieved;

› promoting our core value of ownership by aligning the interests of the CEO and the CEO Direct Reports with those of our shareholders through sizable, long-term equity ownership; and

› mitigating compensation-related retention risk.

The Board is asking shareholders to cast a non-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution:

“RESOLVED, that the shareholders of Restaurant Brands International Inc. APPROVE, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in Restaurant Brands International Inc.’s Management Information Circular and Proxy Statement for the 2025 Annual General Meeting of Shareholders.”

This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “For” than “Against”. While this vote is advisory and non-binding, our Board and Compensation Committee will review the voting results and consider shareholder feedback in their continuing evaluation of our compensation program.

Recommendation of the Board

The Board recommends a vote “FOR” adoption of the resolution approving the compensation of our named executive officers.

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Proposal 3

PROPOSAL 3 – APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors is directly responsible for the appointment, negotiating and setting the compensation, retention, and oversight of RBI’s independent registered public accounting firm. To execute this responsibility, the Audit Committee annually reviews KPMG’s qualifications, performance, independence, and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:

› Recent and historical audit performance, including the results of a management survey concerning KPMG’s service;

› The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business;

› A review of the firm’s independence and internal quality controls;

› Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”);

› The appropriateness of KPMG’s fees for audit and non-audit services; and

› The length of time that KPMG has served as our independent registered public accounting firm, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent.

The Audit Committee has selected, and the Board has ratified the selection of, KPMG to audit our 2025 consolidated financial statements and our internal control over financial reporting and to serve until the close of the 2026 Annual Meeting. KPMG has served as our independent registered public accounting firm since December 12, 2014, and has provided other audit-related and non-audit services to us as shown below. Additionally, KPMG served as the independent auditors of BKW and its predecessors from 1989 until December 12, 2014 and provided to BKW other audit-related and non-audit services. In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to RBI. For lead audit and audit quality control reviewing partners, the maximum number of consecutive years of service in those roles is five years. The process for selection of RBI’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.

The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of RBI and our shareholders, and we are asking our shareholders to vote on a proposal to appoint KPMG as our independent auditors to serve until the close of the 2026 Annual General Meeting.

We expect one or more representatives of KPMG to be present at the Meeting. The representatives will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.

Restaurant Brands International   2025 Proxy Statement    |    Page 59

Proposal 3

The following table presents fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements and the audit of RBI’s internal control over financial reporting (“ICOFR”) for 2024 and 2023. In addition, the table presents fees billed for audit-related services, tax services (which includes tax compliance and tax consulting services) and all other services rendered by KPMG to RBI for 2024 and 2023.

	2024			2023
	($ in thousands)			($ in thousands)
Audit fees(1)		7,181			6,514
Audit-related fees(2)		226			383
Tax fees
Tax compliance fees(3)		—			—
Tax consulting fees(4)		80			82
Total tax fees		80			82
All other fees(5)		—			190
Total fees		7,487			7,169

(1) Audit fees primarily consist of fees for the audit of the consolidated financial statements, ICOFR and the review of the interim condensed consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations, as well as for the preparation and review of documents relating to debt and equity offerings, including the preparation of comfort letters.

(2) Audit-related fees are primarily the fees for financial statement audits of marketing funds and accounting consultations related to the evaluation of certain transactions.

(3) Tax compliance fees primarily consist of fees for tax compliance services.

(4) Tax consulting fees primarily consist of fees for tax planning and advice.

(5) All other fees are fees for services other than those in the above categories.

Pursuant to our written charter, our Audit Committee pre-approves all audit services and permitted non-audit services to be performed by our independent registered public accounting firm. Consistent with the policies and procedures of our written charter, our Audit Committee approved all of the services rendered in 2023 and 2024. The Audit Committee has adopted a pre-approval policy under which the Audit Committee delegated to its chair the authority to approve services of up to $500,000 per engagement, subject to approval and ratification by the full Audit Committee at its next scheduled meeting.

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Proposal 3

AUDIT COMMITTEE REPORT

The Audit Committee oversees the accounting and financial reporting processes of RBI on behalf of the Board. Management has primary responsibility for RBI’s consolidated financial statements, financial reporting process and internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of RBI’s consolidated financial statements in accordance with the standards of the PCAOB (United States) and evaluating the effectiveness of internal controls and issuing reports thereon. The Audit Committee’s responsibility is to select the independent auditors (subject to approval of the full Board) and monitor and oversee the accounting and financial reporting processes of RBI, including RBI’s internal control over financial reporting, and the audits of the consolidated financial statements of RBI.

During the course of 2024 and the first quarter of 2025, the Audit Committee regularly met and held discussions with management and KPMG, the independent registered public accounting firm. In the discussions related to RBI’s audited consolidated financial statements for fiscal 2024, management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements, management’s annual report on internal control over financial reporting and the results of KPMG’s testing and the evaluation of RBI’s internal control over financial reporting.

In fulfilling its responsibilities, the Audit Committee discussed with KPMG those matters required to be discussed by the independent auditors with the Audit Committee under PCAOB Auditing Standard No. 1301 (Communications with Audit Committees), as modified or supplemented. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG the firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of specific non-audit services by the independent auditor is compatible with maintaining its independence and believes that the services provided by KPMG for 2024 were compatible with, and did not impair, its independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our annual report on Form 10-K for fiscal year 2024 for filing with the SEC and on SEDAR+ and www.sedarplus.ca.

This report has been furnished by the members of the Audit Committee:

Ali Hedayat, Chair

Maximilien de Limburg Stirum

Jason Melbourne

April 23, 2025

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.

Recommendation of the Board

The Board recommends a vote “FOR” the appointment of KPMG as our independent registered public accounting firm to serve until the close of the 2026 Annual Meeting.

Restaurant Brands International   2025 Proxy Statement    |    Page 61

Proposal 4

PROPOSAL 4 – SHAREHOLDER PROPOSAL REGARDING ANTIBIOTICS POLICY

RBI has been advised that The Shareholder Commons with an address of PO Box 1268, Northampton, MA 01061, on behalf of Trinity College, Cambridge, owner of at least $25,001 of RBI common shares for at least one year, intends to submit the following proposal at the Meeting:

Supporting Statement:

RESOLVED, shareholders ask that the board of directors institute a policy that the Company (“RBI”) comply with World Health Organization (“WHO”) Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1 throughout RBI’s supply chains.

SUPPORTING STATEMENT: RBI is one of the world’s largest fast food restaurant operators and a major purchaser of meat; its policies thus have tremendous influence on the market as a whole. Some of RBI’s brands have made some progress in reducing or eliminating use of certain antibiotics in their poultry supply chains in their U.S. and/or Canadian markets. While this is laudable, it falls far short of the measures necessary to protect RBI’s investors’ diversified portfolios. The WHO Guidelines pertain to all food-producing animals in all markets.

Antibiotics overuse is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as “one of the top 10 global public health threats facing humanity.”2 AMR poses a systemic threat to public health and the economy. When the efficacy and availability of life-saving drugs are compromised, the entire economy suffers. And when the economy suffers, investors lose. By 2050, AMR could cause $100 trillion in lost global production,3 thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors.

RBI’s policies do not comport with the WHO Guidelines, which recommend that “farmers and the food industry stop using antibiotics routinely to promote growth and prevent disease in healthy animals” and provide evidence-based recommendations and best practices. As another fast-food company has acknowledged, robust AMR protections raise “[t]he challenge of individual costs and widely distributed societal benefits.”4 But for diversified investors, the portfolio-wide costs associated with AMR are paramount. As the Financial Times editorial board recently stated, “What has been dubbed ‘the silent pandemic’ requires the intervention at a global level of investors and governments alike.”5

RBI’s decision not to prioritize broad AMR risks does not account for its diversified owners’ interests in optimizing public health, the economy, and their long-term portfolio returns. By engaging meat suppliers that use medically important drugs beyond WHO Guidelines, RBI adds to the economic threat AMR poses to its diversified shareholders: reducing the economy’s intrinsic value will directly reduce diversified portfolios’ long-term returns.6 RBI’s profit gain that comes at the expense of public health is a bad trade for RBI’s diversified shareholders, who rely on broad economic growth to achieve their financial objectives.

By changing its policies and adhering to the WHO Guidelines, RBI could save lives, contribute to a more resilient economy, and protect its diversified investors’ portfolios.

Please vote for: Comply with Expert Guidelines on Antimicrobial Use – Item 4

1 https://apps.who.int/iris/bitstream/handle/10665/258970/9789241550130-eng.pdf

2 https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance

3 https://theshareholdercommons.com/case-studies/amr-case-study/

4 https://www.yum.com/wps/wcm/connect/yumbrands/41a69d9d-5f66-4a68-bdee-e60d138bd741/Antimicrobial+Resistance+Report+2021+11-4+- +final.pdf?MOD=AJPERES&CVID=nPMkceo

5 https://www.ft.com/content/158aa07a-ff5a-4bd0-8248-3b4fa86492c8

6 https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf

  Page 62    |    2025 Proxy Statement Restaurant Brands International

Proposal 4

RBI’s Response:

Our Board unanimously recommends that shareholders vote AGAINST this proposal as RBI already has adopted a global policy that urges suppliers to comply with the WHO Guidelines and, to the extent feasible, works with suppliers to comply with these goals.

RBI recognizes the importance of strong antibiotics stewardship in preserving the long-term effectiveness of antibiotics and is committed to minimizing the reliance on antibiotics use in our global protein supply chains. Our existing policies are already aligned with WHO Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1, and encourage our suppliers to prioritize long-term animal health management practices that proactively prevent diseases, including good on-farm hygiene, housing, biosecurity, animal husbandry practices, appropriate vaccination and nutrition, and maintenance of overall animal welfare in order to reduce the need for antibiotic use. Where the use of antibiotics is deemed necessary for effective animal care by a qualified veterinarian, RBI’s global position is one of responsible use, focused on refining antibiotic selection and administration with appropriate oversight. Under our broiler chicken antibiotics policy, we do not permit the use of medically important antibiotics to promote growth or for preventative use unless a qualified person has determined there is an elevated risk of contracting a particular infectious disease.

However, it is important to take into consideration the fact that each protein industry is at a different stage of maturity related to reducing the use of antibiotics, and that practices may differ significantly between geographies. The U.S. poultry supply chain is the most vertically integrated of our key proteins, and therefore, it is more feasible today to maintain traceability from the barn to the final product. This structure is important in enabling the industry to drive reductions in antibiotics use over time. For example, the chicken used in approved products for both Burger King and Popeyes in the U.S. is now raised without the use of antibiotics important to human medicine.2

Beef and pork supply chains are more complex and present greater implementation challenges. Additionally, RBI’s beef and pork products require a smaller portion of the meat per animal than for poultry products, limiting our ability to influence structural change in the supply chain. We aim to define our vision through the future development of an antibiotics policy specific to pork.

Our goal is to work closely with leading NGOs and animal health experts to encourage industry-wide adoption of leading animal health management practices, including judicious antibiotics stewardship and improvements to overall transparency on usage, by leveraging our influence where we have meaningful buying power to do so.

For these reasons, our Board believes that RBI’s policies, which are in alignment with and encourage compliance with, WHO Guidelines are appropriate and recommends that shareholders vote AGAINST this proposal.

1 WHO guidelines on use of medically important antimicrobials in food-producing animals. Geneva: World Health Organization; 2017. License: CC BY-NC-SA 3.0 IGO. https://www.who.int/publications/i/item/9789241550130

2 As defined by the US Food and Drug Administration GL152 annex list antibiotic classification.

Restaurant Brands International   2025 Proxy Statement    |    Page 63

Proposal 5

PROPOSAL 5 – SHAREHOLDER PROPOSAL REGARDING FOOD WASTE

RBI has been advised that The Accountability Board, owner of 433 RBI common shares, intends to submit the following proposal at the Meeting:

Supporting Statement:

RESOLVED: Shareholders ask the company to track and annually disclosure how much food waste its business generates, and to establish and disclose measurable targets for reducing it.

DEAR FELLOW SHAREHOLDERS:

BlackRock says the need to lower food waste “has never been greater,” ISS calls it “a growing area of concern,” and Glass Lewis says it “comes at a significant expense” to companies. Plus, reducing food waste has proven financial benefits.

As the National Restaurant Association reports, “Many operators are tracking food waste as a waste prevention method, but there’s an opportunity to positively impact the bottom line too.”1

In fact, SASB’s article titled Wasted Food is Wasted Money reported that data across 700 companies found that “99% of sites saw a positive return on investment in preventing food waste, with a median benefit-cost ratio of 14:1” and that “restaurants saw some of the highest returns.”2

Thus, companies should be addressing the issue—including heavily franchised ones.

RBI says its results “are closely tied” to its franchisees’ success and warns that “reduced franchisee profitability” poses material risks to the company. Therefore, we believe it’s important for RBI to help franchisees succeed—and that reducing food waste, even among franchisees, is something it could prioritize.

Indeed, RBI’s ESG reporting says it already collaborates with franchisees “to raise awareness of ESG topics and offer tools and opportunities for improvement” and that, “[t]ogether, we set objectives, monitor progress, and engage in shared innovation.” In fact, its Annual Reports say it can even “mandate certain strategic initiatives” for franchisees and, with their support, successfully implement them.

Yet, RBI discloses almost nothing about food waste, despite its proven economic impacts.

Its (inaugural) 2016 ESG report called waste reduction “a key area of focus.” But—unlike other restaurant companies—it doesn’t disclose either measurable food waste reduction targets or food waste measurements. In fact, the only measurement in any of its ESG reports is a line in the 2016 report about an unspecified number of Tim Hortons in southern Ontario having diverted over 1,300 tonnes of coffee grinds. And the only recent description of any specific food waste initiative comes in the 2023 report—about a mobile app that lets customers buy surplus food at certain Tim Hortons restaurants.

We believe adopting this proposal would enhance the company’s food waste oversight.

If the company claims that, in fact, it already has robust reduction programs, then adoption is warranted so shareholders can assess their efficacy. (Indeed, the more a company invests in food waste reduction, the more shareholders deserve progress measurements.) And if it doesn’t have robust reduction programs then we think it should, given the proven financial benefits and that the company’s had ample time to address the issue since identifying waste reduction as a “key” focus area in 2016. Thank you.

1 www.bit.ly/NRA-FoodWasteArticle

2 See also: www.bit.ly/BusinessCaseForReducingFoodWaste

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Proposal 5

RBI’s Response:

Our Board unanimously recommends a vote AGAINST this proposal. RBI is actively addressing food waste through practical, business-aligned initiatives already in place across our brands. These actions are detailed in our Restaurant Brands for Good Report, and several key efforts are highlighted below. We believe our current approach—grounded in operational efficiency, franchisee alignment, and sustainability—makes the proposed additional disclosure unnecessary and of limited value to shareholders.

We fully recognize that responsible waste management supports both environmental stewardship and long-term profitability. However, RBI operates a large, predominantly franchised network across four distinct brands and systems, making comprehensive, standardized food waste data collection operationally complex. While franchisees are not required to report granular waste data, they are strongly incentivized to reduce waste as part of maintaining profitable operations.

Our Approach to Food Waste Reduction

We take a two-pronged approach to reducing food waste—leveraging technology to divert surplus food and optimizing operations to prevent waste from occurring in the first place.

Technological Solutions:

• Too Good To Go Partnership: More than 2,600 Tim Hortons, Popeyes, and Burger King restaurants offer surplus food to consumers at a discount, helping to prevent waste. This initiative has already saved over one million meals in Canada and Europe from going to landfill. We are actively exploring ways to expand and strengthen this program.

• Used Cooking Oil Recycling: In 2024, our Burger King U.S. franchisees and company-operated restaurants have recycled over 12 million pounds of used cooking oil into renewable diesel or biodiesel. This effort has prevented 500,000 pounds of waste and conserved approximately 1.6 million gallons of petroleum diesel—contributing to a more sustainable future. Similar programs have been adopted in Spain and Portugal.

Operational Improvements:

• Forecasting & Inventory Tools: Across our brands, we continue to enhance forecasting models and inventory management systems that help align production with demand—reducing excess food and spoilage.

• Franchisee Enablement: Because most of our restaurants are independently owned, we support franchisees with tools, training, and best practices that help them manage food waste effectively. These include guidance on portioning, storage, and forecasting—all integrated into broader sustainability training.

Why We Recommend Voting Against

While we are committed to continuous improvement in food waste reduction, the data collection and disclosure requirements outlined in the proposal are not practical or beneficial at this time. Implementing such a policy across our franchised system would be complex and costly. Our existing initiatives are aligned with both sustainability goals and shareholder value creation. The business case for franchisees to minimize waste is strong, and our efforts to support them in doing so are ongoing.

For these reasons, we believe the proposal does not offer meaningful additional value and recommend shareholders vote AGAINST it.

Restaurant Brands International   2025 Proxy Statement    |    Page 65

Proposal 6

PROPOSAL 6 – SHAREHOLDER PROPOSAL REGARDING DEFINING DIRECTOR INDEPENDENCE

RBI has been advised that The Accountability Board, owner of 433 RBI common shares, intends to submit the following proposal at the Meeting:

Supporting Statement:

RESOLVED: Shareholders ask the company to adopt a policy that precludes any director affiliated with a shareholder that controls 20% or more of the voting power of outstanding shares from being classified as independent. “Affiliated” should be interpreted broadly to include a financial, familial, or otherwise material connection to the shareholder.

DEAR FELLOW SHAREHOLDERS:

BlackRock says an equity ownership in a company greater than 20% is a common impediment to director independence, and Glass Lewis warns that 20% shareholders “may have interests that diverge from those of ordinary holders.” But despite a 3G Capital-associated partnership controlling nearly 30% of RBI’s voting power, the company has been classifying the following directors as independent:

• Alexandre Behring: 3G Capital co-founder and co-managing partner.1

• Daniel Schwartz: 3G Capital co-managing partner.

• Marc Lemann: Son of 3G Capital co-founder, Jorge Paulo Lemann.

• Jordana Fribourg: An officer of her family’s company, Continental Grain, which has disclosed that it’s a 3G Capital investment partner, and which participated in 3G’s $7.1 billion acquisition of Hunter Douglas (where, by the way, Mr. Behring is now a director).2

In 2023, a BlackRock “Vote Bulletin” disputed RBI’s independence designations for 3G affiliated directors.

The Bulletin says “there should be a sufficient number of independent directors, free from conflicts of interest or undue influence from connected parties, to ensure objectivity in the decision making of the board and its ability to oversee management” and that, “in our assessment, none of the directors directly or indirectly affiliated with 3G…can be deemed fully independent.”3

Thus, BlackRock concluded, the company lacks a majority-independent Board.

However the Board may explain its designations, we agree with BlackRock: “Although we recognize the appropriateness of board representation for significant shareholders and the contributions made by these directors, in our view, management oversight could be enhanced with greater independent director representation.”

Of course, this proposal will need strong support from stockholders unaffiliated with 3G Capital to pass. But since its adoption would be an essential step toward restoring genuine Board independence and reinforcing investor trust, we believe strong support is precisely what’s warranted. Thank you.

1 He’s also long served as the Chair of RBI’s Compensation and Nominating & Corporate Governance Committees.

2 Further, in nominating Ms. Fribourg for election in 2023, the Board selected the daughter/employee of outgoing director Paul Fribourg (Chairman and CEO of Continental Grain)—without disclosing if Mr. Fribourg, then a member of the Nominating & Governance Committee, recused himself from committee meetings where his daughter’s candidacy was discussed. Though in an improvement over 2023, the 2024 proxy materials did finally acknowledge their familial relationship.

3 www.bit.ly/BlackRock-Bulletin

  Page 66    |    2025 Proxy Statement Restaurant Brands International

Proposal 6

RBI’s Response:

The Board recommends a vote AGAINST this shareholder proposal, which seeks to impose an overly restrictive definition of director independence. RBI already complies with the independence standards set forth by the New York Stock Exchange (NYSE) and applicable U.S. and Canadian securities laws—both of which are robust and well-established frameworks for evaluating director independence.

Under NYSE rules, a director is considered independent if the Board affirmatively determines that the director has no material relationship with the company (either directly or in the director’s capacity as a partner, shareholder or officer of an organization that has a relationship with the company). Section 303A.02(a) of the NYSE Listed Company Manual expressly states that “as the concern is independence from management, the [NYSE] does not view ownership of even a significant amount of stock, by itself, as a bar to an independence finding.” Canadian securities laws similarly focus on the existence of a material relationship between a director and the company, and note that without another relationship, shareholding alone need not interfere with the ability to exercise independent judgement. The NYSE listing rules provide various bright-line tests that would preclude a finding of independence, and applying these tests did not affect the classification of any of our independent directors.

As disclosed in this Proxy Statement, following a thorough evaluation, the Board has affirmatively determined that nine of our ten director nominees, including those referenced in this proposal, meet the independence standards of the NYSE and applicable U.S. and Canadian regulations. This evaluation included a specific review of relationships with 3G Capital. While 3G Capital entities hold a large equity stake in RBI, there are no commercial arrangements that compromise director independence or provide any different incentives than those associated with equity ownership.

The shareholder proposal overlooks the alignment of interests that can come from having directors who are affiliated with long-term, committed shareholders—such as Mr. Behring and Mr. Schwartz, co-managing partners of 3G Capital. It also purports that an affiliation (broadly defined) with a large beneficial owner, including any financial connection, should automatically disqualify a director from being independent, regardless of whether the affiliation affects the director’s ability to exercise independent judgment. This approach fails to recognize the importance of evaluating individual directors on a case-by-case basis.

Moreover, the proposed policy disregards the comprehensive process RBI already has in place, which considers the attributes that a director brings to the Board and balances them among all other considerations in determining the right director nominees for the company. Our NCG Committee and the full Board regularly assess Board composition and independence in accordance with NYSE and Canadian regulatory standards.

For all of these reasons, the Board believes the proposed policy is overly restrictive and not in the best interests of shareholders. We therefore recommend a vote AGAINST this shareholder proposal.

Restaurant Brands International   2025 Proxy Statement    |    Page 67

Proposal 7

PROPOSAL 7 – SHAREHOLDER PROPOSAL REGARDING IMPACT OF SAFETY POLICIES

The Company has withdrawn this proposal from the Annual Meeting based on relief received from the Securities and Exchange Commission under Rule 14a-8. Therefore, Proposal 7 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposal 7 be tabulated or reported. Due to the timing of the withdrawal the proxy card and voting instruction forms distributed or presented online with the Proxy Statement include Proposal 7. The proxy card and voting instruction forms remain valid, and the Company will not distribute new voting instructions or proxy cards.

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Proposal 7

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Restaurant Brands International   2025 Proxy Statement    |    Page 69

Proposal 7

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  Page 70    |    2025 Proxy Statement Restaurant Brands International

Other Information

SECURITY OWNERSHIP

This table shows ownership information for (i) any person or company known by our directors and executive officers to beneficially own, or control or direct, directly or indirectly, more than 5% of our common shares or more than 5% of the Partnership exchangeable units, (ii) each of our directors and nominees, (iii) each of the executive officers named in the Summary Compensation Table on page 48 and (iv) all directors and executive officers as a group. This information is presented as of April 8, 2025. The percentage ownership under the columns entitled “Common Shares” and “Partnership Exchangeable Units” specifies the percentage of the applicable class represented by the number of common shares or Partnership exchangeable units so owned, controlled or directed and is based upon 327,643,161 common shares, and 126,983,115 Partnership exchangeable units outstanding as of the close of business on April 8, 2025. The percentage of “Total Voting Power” is calculated assuming that the holders of all of the Partnership exchangeable units properly provide voting instructions.

Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options) and is different from beneficial ownership for purposes of Section 16 of the Exchange Act.

Except as indicated in the footnotes to this table, to the best of our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all common shares or Partnership exchangeable units shown as beneficially owned by them. Except as otherwise indicated, the address of each individual or entity named in this table is c/o Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126.

Voting Securities Beneficially Owned

Name of Beneficial Owner	Common Shares (#)			% of Class of Common Shares			Partnership Exchangeable Units (#)			% of Class of Partnership Exchangeable Units			Total Shares Beneficially Owned (#)		Total Voting Power (%)
3G Funds(1)		—			—			116,784,472			92.0	%		116,784,472		25.7	%
Capital World Investors(2)		42,717,211			13.0	%		—			—			42,717,211		9.4	%
Pershing Square Funds(3)		23,142,542			7.1	%		3,942,553			3.0	%		27,085,05		6.0	%
Named Executive Officers, Directors and Nominees:
Alexandre Behring		280,652	(4)		*			—			—			280,652		†
Maximilien de Limburg Stirum		8,768	(5)		*			—			—			8,768		†
J. Patrick Doyle		627,001	(6)											627,001
Cristina Farjallat		3,284	(5)											3,284
Jordana Fribourg		2,571	(5)		*			—			—			2,571		†
Ali G. Hedayat		25,962	(7)		*			—			—			25,962		†
Marc Lemann		20,254	(8)		*			—			—			20,254		†
Jason Melbourne		8,241	(5)		*			—			—			8,241		†
Daniel S. Schwartz		1,394,580	(9)		*			137,996	(10)		*			1,532,576		†
Thecla Sweeney		5,904	(11)		*			—			—			5,904		†
Joshua Kobza		1,166,502	(12)		*			5,413			*			1,171,915		†
Sami Siddiqui		348,032	(13)		*						*			348,032		†
Axel Schwan		283,760	(14)		*			—			—			283,760		†
Thomas Curtis IV		73,898			*			—			—			73,898		†
Jill Granat		530,615	(15)		*			52,965			*			583,580		†
David Shear		148,803	(16)		*			—			—			25,005		†
Matthew Dunnigan		12,000			*			—			—			12,000		†
All executive officers and directors as a group (21 persons)		5,496,734	(17)		1.7	%		206,108			*			5,702,842		1.3	%

Restaurant Brands International   2025 Proxy Statement    |    Page 71

Other Information

* Represents beneficial ownership of less than one percent (1%) of the class of outstanding common shares or Partnership exchangeable units, as applicable.

† Represents beneficial ownership of less than one percent (1%) of the combined voting power of the outstanding common shares and Partnership exchangeable units.

(1) According to the Schedule 13D (Amendment No. 21) filed on August 30, 2024 by 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”) and 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”, and together with 3G RBH GP, the “3G Funds”), the 3G Funds own an aggregate of 116,784,472 Partnership exchangeable units with voting rights in respect of the common shares on a one vote per unit basis. Each of the 3G Funds shares voting and investment power with respect to all 116,784,472 Partnership exchangeable units. The principal business address of the 3G Funds is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York 10016.

(2) According to the Schedule 13G/A (Amendment No. 5) filed on February 9, 2024 by Capital World Investors (“Capital World”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, and division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc. and Capital Group Investment Management Private Limited. Of the 42,717,211 common shares beneficially owned, Capital World has (a) sole voting power with respect to 42,602,515 common shares, and (b) sole investment power with respect to all 42,717,211 common shares. According to the Schedule 13G/A, Capital World’s divisions of each of the investment management entities collectively provide investment management services under the name Capital World Investors. The principal business address of Capital World is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071.

(3) According to a Schedule 13D (Amendment No. 3) filed on July 18, 2024 by Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), Pershing Square Holdco, L.P., a Delaware limited partnership (“PS Holdco”), Pershing Square Holdco GP, LLC, a Delaware limited liability company (“PS Holdco GP”), and PS Holdco GP Managing Member, LLC, a Delaware limited liability company (“ManagementCo”), and William A. Ackman, a citizen of the United States of America, (Mr. Ackman together with PSCM, PS Holdco, PS Holdco GP and ManagementCo, the “Pershing Square Funds”). PSCM’s serves as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PSI”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey. PS Holdco’s primarily serves as a holding company for the business of PSCM. PS Holdco GP’s serves as the sole general partner of PS Holdco. ManagementCo’s serves as the sole member of PS Holdco GP and other Pershing Square entities. Mr. Ackman is (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo. Of the total amount beneficially owned, each of PSCM, PS Holdco, PS Holdco GP, ManagementCo and Mr. Ackman shares voting and investment power with respect to 23,142,542 common shares, and 381,005 common shares issuable on exchange of Partnership exchangeable units, and Mr. Ackman has sole voting and investment power with respect to 3,561,548 Partnership exchangeable units. The principal business address of Pershing Square Funds is 787 Eleventh Avenue, 9th Floor, New York, New York 10019.

(4) This amount includes (i) 132,652 RSUs that settle upon termination of board service which are held by CLBB Investments Holdings Fund Ltd. (“CLBB Investments”) and (ii) 148,000 common shares held by CLBB Investments. Mr. Behring is the owner of CLBB Investments. Mr. Behring disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

(5) This amount represents RSUs that settle upon termination of board service.

(6) This amount represents 500,000 common shares held by Lodgepole 231 LLC of which Mr. Doyle is the sole member and investment manager. Mr. Doyle disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

(7) This amount includes 18,390 RSUs that settle upon termination of board service.

(8) This amount includes (i) 12,374 RSUs that settle upon termination of board service and (ii) 15,000 common shares held by Maai Ltd., of which the Mr. Lemann is the sole owner. Mr. Lemann disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

(9) This amount includes (i) 10,834 RSUs that settle upon termination of board service, 1,549 of which are held by Miami Restaurant Holdings LLC (“MRH”), (ii) 527,636 common shares held by MRH, and (iii) 854,570 common shares held by Ameco Food Holdings LLC (“Ameco”). Mr. Schwartz holds all voting and dispositive power over the securities held by Ameco and MRH. Mr. Schwartz disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

(10) This amount includes (i) 14,296 Partnership exchangeable units held by MRH and (ii) 123,700 Partnership exchangeable units held by Ameco.

(11) This amount includes 4,554 RSUs that settle upon termination of board service.

(12) This amount includes 200,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025.

(13) This amount includes (i) 235,228 shares held indirectly by a revocable trust, of which Mr. Siddiqui is the settlor and trustee for the benefit and (ii) 100,000 common shares issuable pursuant to options that are vested and exercisable.

(14) This amount includes 126,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025.

(15) This amount includes 75,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025.

(16) This amount includes 25,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025.

(17) Includes in the aggregate (i) 196,088 RSUs that settle upon the termination of board service by respective board members and (ii) 773,500 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024.

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Other Information

Delinquent Section 16(a) Reports

Compliance with Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own 10% or more of a class of our equity securities to file ownership reports with the SEC. Based solely on a review of the reports filed with the SEC and written representations from our executive officers and directors, we believe that during 2024 all Section 16(a) filing requirements were complied with on a timely basis.

Restaurant Brands International   2025 Proxy Statement    |    Page 73

Other Information

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 (“CAP”, as defined by SEC rules) and certain financial performance measures for the last five completed fiscal years. These financial metrics include total shareholder return (TSR), net income metric, and a company-selected measure of Adjusted Operating Income (AOI).

We selected AOI as the most important in linking compensation actually paid to our NEOs for 2024 to our performance, as it was the predominant metric used in our 2024 incentive plans as described in the Compensation Discussion & Analysis earlier in this Proxy Statement.

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		Compensation Actually Paid to Non-PEO NEOs(2)		Total Share holder Return		Peer Group Total Shareholder Return		Net Income (millions)		Adj. Operating Income(3) (millions)
2024		—		—	$	14,469,868	($	28,120,726	)	$	6,093,196	$	203,860	$	122	$	161	$	1,445	$	2,402
2023	$	2,919,736	$	22,058,277	$	28,967,541	$	77,213,418		$	7,215,978	$	12,712,740	$	141	$	153	$	1,718	$	2,200
2022	$	17,051,342	$	27,404,712		—		—		$	36,433,352	$	57,793,584	$	113	$	133	$	1,482	$	2,084
2021	$	13,968,789	$	13,978,748		—		—		$	6,914,601	$	6,379,416	$	102	$	145	$	1,253	$	1,977
2020	$	20,054,416	$	17,686,735		—		—		$	7,709,451	$	6,253,319	$	100	$	118	$	750	$	1,624

(1) Mr. Cil is the PEO for 2020, 2021, 2022, and two months of 2023. Mr. Kobza is the PEO for the remainder of 2023 and 2024. The other NEOs for each year are: for 2024 – Messrs. Siddiqui, Schwan, Curtis, and Ms. Granat; for 2023 – Messrs. Dunnigan, Shear, Schwan, and Curtis; for 2022 – Messrs. Doyle, Dunnigan, Kobza, and Shear; for 2021 – Messrs. Dunnigan, Kobza, Shear, and Curtis; and for 2020 – Messrs. Dunnigan, Kobza, Schwan, and Siddiqui

(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.

(3) For 2024, our Company Selected Measure is Adjusted Operating Income, consistent with our Short-Term Incentive Program. In prior years, we used Adjusted EBITDA. For more details, refer to our Compensation Discussion and Analysis, beginning on page 28. Adjusted Operating Income (AOI) is a non-GAAP measure, and reconciliation to Operating Income is provided in Appendix A.

CEO Equity Adjustments

All values in $US	2020			2021			2022			2023 First CEO (Jose Cil)			2023 Second CEO (Joshua Kobza)			2024
Summary Compensation Table Total		20,054,416			13,968,789			17,051,342			2,919,736			28,967,541			14,469,868
Less: Stock and Option Award values reported in SCT		(17,716,706	)		(10,769,665	)		(13,575,946	)		(2,571,384	)		(26,007,809	)		(11,626,221	)
Plus: Fair Value of Stock and Options Awards Granted in Year		16,327,370			7,792,950			15,204,487			2,223,970			57,461,293			8,143,340
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(1,571,152	)		(341,716	)		4,528,849			13,737,077			11,220,283			(38,966,723	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			1,423,917			734,069			699,434			477,567			536,046
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,432,805	)		(111,328	)		157,046			893,104			533,178			(701,420	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			—			—
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		2,025,612			2,015,801			3,304,865			4,156,340			4,561,366			24,385
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			—			—
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans		—			—			—			—			—			—
Compensation Actually Paid		17,686,735			13,978,748			27,404,712			22,058,277			77,213,418			(28,120,725	)

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Other Information

Average Other NEOs Equity Adjustments

All values in $US	2020			2021			2022			2023			2024
Summary Compensation Table Total		7,709,451			6,914,601			36,433,352			7,215,978			6,093,196
Less: Stock and Option Award values reported in SCT		(6,293,970	)		(4,942,911	)		(34,402,665	)		(5,205,781	)		(4,777,605	)
Plus: Fair Value of Stock and Options Awards Granted in Year		5,854,254			3,640,557			53,815,223			6,230,469			2,912,303
Plus/Less: Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years		(584,003	)		(250,129	)		1,328,710			3,053,515			(2,935,383	)
Less: Fair Value as of Vesting Date of Equity Award Granted and Vested in Year		—			585,031			264,387			282,346			205,059
Plus/Less: Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year		(1,304,992	)		(144,704	)		(524,058	)		208,276			(177,972	)
Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year		—			—			—			—			(1,127,307	)
Plus: Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		872,581			576,970			878,635			927,936			11,353
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans		—			—			—			—			216
Compensation Actually Paid		6,253,319			6,379,416			57,793,584			12,712,740			203,860

Disclosure of Most Important Measures Linking Compensation Actually Paid in 2024 to Company Performance

The most important measures used by RBI to link compensation actually paid to our NEOs for 2024 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 28.

• Adjusted Operating Income

• Same Store Sales (or Comparable Sales)

• Net Restaurant Growth

• Total Shareholder Return

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 that are 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.

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Other Information

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Other Information

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.

Our CEO leads our global workforce of approximately 37,584 employees working in locations around the world, including full-time and part-time employees, with 34,790 located in the United States, 2,141 located in Canada, and 653 located internationally as of December 31, 2024. We selected December 31, 2024 as the determination date for identifying the median employee.

To identify the median employee based on a determination date of December 31, 2024, we:

• Excluded 27,638 employees of the Carrols Restaurant Group entities we acquired in 2024 (Carrols employees will be included in next year’s calculation);

• Excluded all 454 employees in the following countries under the de minimis exemption: China (318), Singapore (99), Brazil (18), Mexico (18), and Uruguay (1);

• Calculated annual total cash compensation for all remaining employees excluding the CEO for 2024;

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

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

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

The annual total compensation of our CEO for 2024 was $14,469,868 (including $9,314,995 arising from the grant date fair value of PSUs). The total annual compensation for our median employee, a restaurant crew member at a company owned Burger King location in the U.S., was $18,801. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2024 is 770 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.

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Questions and Answers About the Meeting and Voting

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

ABOUT THIS PROXY STATEMENT

For the 2025 Annual General Meeting of Shareholders to be held on June 3, 2025

This proxy statement is provided in connection with RBI soliciting proxies for use at the Meeting of the shareholders of RBI to be held in person on June 3, 2025 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting.

We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders (the “Notice”) on or about April 23, 2025. The proxy materials are available at www.envisionreports.com/RBI2025.

Registered shareholders and duly appointed proxyholders can attend the meeting at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1.

After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting.

A summary of the information shareholders will need to attend and vote at the Meeting is provided below.

HYBRID MEETING FORMAT

We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 or online at https://meetings.lumiconnect.com/400-647-796-263 where they can participate, vote, or submit questions during the meeting’s live webcast. Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting webcast.

A summary of the information shareholders will need to attend and vote at the Meeting is provided below.

GENERAL VOTING INFORMATION

Who may vote at the Meeting?

There are two classes of voting shares eligible to vote at the Meeting:

› our common shares; and

› our special voting share.

You may vote if you were the record holder or beneficial owner of shares of either of these two classes as of the close of business on April 8, 2025 (the “Record Date”).

If you are a record holder or beneficial owner of Partnership exchangeable units as of the close of business on the Record Date, you are entitled to vote indirectly through the special voting share which is held by Computershare Trust Company of Canada (the “Trustee”, “Computershare” or the “Transfer Agent”), pursuant to a voting trust agreement, dated December 12, 2014, among RBI, Partnership and the Trustee (the “voting trust agreement”). See “—What are my voting rights if I hold Partnership exchangeable units” for more information about the voting rights associated with Partnership exchangeable units. Holders of common shares vote together as a single class with the holder of the special voting share, except as otherwise provided by law.

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Questions and Answers About the Meeting and Voting

How many votes are eligible to be cast at the Meeting?

A total of 327,643,161 votes are eligible to be cast at the Meeting. As of the close of business on the Record Date, we had outstanding 126,983,115 common shares and one special voting share. The Trustee, as holder of the special voting share, may vote up to the number of Partnership exchangeable units outstanding (and not held by RBI and its subsidiaries) as of the close of business on the Record Date, or 454,626,276 votes.

What are my voting rights if I hold common shares?

Each common share is entitled to one vote.

What are my voting rights if I hold Partnership exchangeable units?

If you are a record holder of Partnership exchangeable units, you may vote indirectly by sending voting instructions to the Trustee who holds the special voting share and may vote the number of Partnership exchangeable units outstanding as of the close of business on the Record Date for which it has received voting instructions from the holders thereof in accordance with those instructions. If the Trustee does not receive such instructions, those voting rights will not be exercised. However, a record holder of Partnership exchangeable units may obtain a proxy from the Trustee entitling the holder or its designee to attend and vote at the Meeting, as described below. A record holder of Partnership exchangeable units is entitled to give voting instructions to the Trustee (or obtain a proxy, as applicable) for a number of votes equal to the number of Partnership exchangeable units that the holder held as of the close of business on the Record Date. See “— Attending the Meeting” below for instructions on attending and voting at the Meeting and the attached Appendix A for further details as to the voting rights associated with the Partnership exchangeable units.

How many votes must be present to hold the Meeting?

Two persons holding or representing by proxy at least a majority of the votes eligible to be cast at the Meeting, or 227,313,139 votes, will constitute a quorum. Common shares and the special voting share represented in person at the Meeting or by proxy, including such shares which withhold or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. If we do not have a quorum, we will adjourn the Meeting and reconvene the Meeting at a later date. At any such reconvened Meeting, two persons holding or representing by proxy at least twenty-five percent of the votes eligible to be cast at the Meeting will constitute a quorum.

What is the difference between a shareholder of record and a beneficial owner?

If your common shares are registered directly in your name with the Transfer Agent, you are considered a “registered shareholder” and the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee, or other intermediary, you are considered the “beneficial owner” of shares held in “street name”.

I am a shareholder of record of common shares – How do I vote?

If you are a shareholder of record of common shares as of the close of business on the Record Date, you may vote in person or online at the Meeting (as described below) or you may vote by proxy prior to the Meeting. There are three ways to vote prior to the Meeting:

1. Internet Voting: You may vote by logging on to www.envisionreports.com/RBI2025 and clicking on Cast your Vote. If you requested proxy materials by mail, you may also vote by utilizing the website noted on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

2. Telephone Voting: You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the Notice or proxy card. You may not appoint a person as proxy holder other than the management nominees named in the Notice or proxy card if you vote by telephone. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded.

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Questions and Answers About the Meeting and Voting

3. Return Your Proxy Card by Mail: If you requested proxy materials by mail, you may vote by completing, signing, and returning the proxy card in the postage-paid envelope provided with the proxy materials. The proxy holders will vote your shares according to your directions.

Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by 8:00 a.m. (Eastern Time) on June 2, 2024. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting.

What if I hold my common shares in “street name”?

Holders in “street name”, or beneficial owners, of common shares, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials and vote online. You should follow the voting instructions of your broker or other intermediary. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details.

I am a holder of record of Partnership exchangeable units – How do I vote?

If you are a record holder of Partnership exchangeable units on the Record Date, you are entitled to instruct the Trustee as to the exercise of the voting rights attached to the special voting share for each Partnership exchangeable unit that you owned of record as of the Record Date.

You may instruct the Trustee as to the exercise of your votes by following the instructions in the Notice or by logging on to www.envisionreports.com/RBI2025 and clicking on “Cast your Vote”. Please follow the website prompts that allow you to exercise your votes and confirm that your instructions have been properly recorded.

Alternatively, if you have requested the proxy materials by mail, you may direct the Trustee as to the exercise of your votes by completing, signing, and returning the voting instruction form (the “voting instruction”) in the postage-paid envelope provided with the voting materials. 

You may also instruct the Trustee to give a proxy to a designee of your selection (which may be you, if you intend on attending the Meeting as described below) to either exercise those votes in accordance with your instructions or to attend the Meeting and exercise those votes, as proxy of the Trustee.

The Trustee must receive your voting instruction, including any proxy request in that instruction, by 8:00 a.m. (Eastern Time) on June 2, 2025. A voting instruction received after this time will not be binding on the Trustee. If the Meeting is adjourned or postponed, your voting instruction must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. Further details on how to instruct the Trustee to vote, or to obtain a proxy from the Trustee, are included in the voting instruction.

What if I hold my Partnership exchangeable units in “street name”?

Holders in “street name”, or beneficial owners, of Partnership exchangeable units, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials online and how to vote. You should follow the voting instructions of your broker or other intermediary. If you provide specific voting instructions by mail, or the Internet, your broker or nominee will instruct the Trustee as you have directed. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details.

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Questions and Answers About the Meeting and Voting

What am I voting on and how does the Board recommend that I vote?

You will be voting on the following proposals at the Meeting. The Company has withdrawn Proposal 7. Therefore, Proposal 7 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposal 7 be tabulated or reported. Our Board’s recommendation for each of these proposals is set forth below:

Voting Item	Board Recommendation
Item 1. Election of ten directors specifically named in this proxy statement, each to serve until the close of the 2026 Annual Meeting or until his or her successor is elected or appointed.	FOR each director nominee
Item 2. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay vote”).	FOR
Item 3. Appoint KPMG as our auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration.	FOR
Item 4-7. Shareholder Proposals, if properly presented at the Meeting.	AGAINST

We will also consider any other business properly brought before the Meeting.

What vote is required to approve each proposal?

Holders of common shares and the special voting share will vote together as a single class for each proposal.

Proposal	Vote required to approve the proposal
Election of directors	Majority of the votes cast.
Say-on-pay vote	This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “for” than “against”.
Appointment of KPMG as our auditors and authorization to fix the auditors’ remuneration	Majority of the votes cast.
Shareholder proposals	These are non-binding shareholder proposals. Our Board will consider these proposals to have been approved if the proposal receives more votes cast “for” than “against”.

What is the effect of the say-on-pay advisory vote on Proposal 2?

Although the advisory say-on-pay vote on Proposal 2 is non-binding, our Board of Directors and the Compensation Committee will review the results of the vote and take them into account in making decisions concerning executive compensation.

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Questions and Answers About the Meeting and Voting

What are my voting options with respect to each of the proposals?

Proposal	Voting Options	Impact of Vote
Proposal 1	For each nominee, you may vote “For” or “Against” or “Abstain”.	“For” and “Against” votes will be cast accordingly.
Proposal 2	For this proposal, you may vote “For”, “Against” or “Withhold” your vote.	“For” and “Against” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal.
Proposal 3	For this proposal, you may vote “For” the appointment of the proposed auditors or “Withhold” your vote.	“For” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal.
Proposals 4-7	For this proposal, you may vote “For”, “Against” or “Withhold” your vote.	“For” and “Against” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal.

Your “Withhold” vote for Proposals 2 - 7 will be the equivalent of an abstention and will not impact whether any of such proposals is approved. “Withhold” votes and abstentions will be counted for purposes of determining a quorum.

Will my securities be voted if I do not return my proxy or provide my voting instruction?

No. If you are a holder of record and do not attend and vote your common shares at the Meeting or vote by proxy, your shares will not be voted. If you are the holder of record of Partnership exchangeable units and do not provide your voting instructions to the Trustee, the Trustee will not exercise the voting rights in respect of your Partnership exchangeable units. However, a record holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder or its designee entitling the holder or that designee to attend and vote at the Meeting so long as the holder takes the additional step to register the proxyholder with Computershare to attend online. See “Can I vote online at the Meeting?”.

If you are a beneficial owner of common shares and do not provide specific voting instructions in a timely fashion to your broker or other nominee that holds your shares, such broker or nominee will be able to vote your shares with respect to Proposal 3 regarding the ratification of the auditors but will not be authorized to vote your shares on any other matters. Therefore, failure to provide your broker or other nominee with specific voting instructions in a timely fashion will result in “broker non-votes” with respect to Proposal Nos. 1, 2 and 4-7.

What if I provide my proxy or give my voting instruction without making any selections or if I vote or provide voting instructions on only some, but not all, of the proposals?

If your proxy or voting instruction does not mark selections or marks some but not all proposals, then:

› Shareholders of Record – Common Shares. Your shares will be voted by the persons named in the proxy (the “proxy holders”) in accordance with (i) your instructions, if any, and (ii) the recommendations of the Board of Directors as set forth in this proxy statement for any proposals for which you did not vote.

› Beneficial Owners – Common Shares. As required under the Canada Business Corporations Act (“CBCA”), your vote will be counted for purposes of determining a quorum and for the proposal(s) on which you voted but will be considered a “broker non-vote” with respect to the proposal(s) on which you did not vote. These broker non-votes will have no impact on any proposal, as the standard for each of our proposals is based on “votes cast.”

› Holders of Record and Beneficial Owners – Partnership Exchangeable Units. The votes in respect of your Partnership exchangeable units will be counted for purposes of determining a quorum and for the proposal(s)

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Questions and Answers About the Meeting and Voting

for which you provided instructions but will not be considered a “vote cast” with respect to the proposal(s) for which you did not provide instructions. These non-votes will have no impact on any proposal, as the standard for each of the proposals is based on “votes cast.”

What if other matters are presented for consideration at the Meeting?

As of the date of this proxy statement, our management is not aware of any matters that will be presented for consideration at the Meeting other than those matters identified in the Notice of Meeting, nor does our management know of any amendments or variations of any of the matters identified in the Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting, or if any of the matters identified in the Notice of Meeting are amended or varied, and such new matter, amendment or variation calls for a vote of shareholders, validly completed proxies (including any proxies given at the instruction of a holder of Partnership exchangeable units) will be voted in respect of such new matter, amendment or variation in accordance with the judgment of the proxy holders pursuant to the discretionary authority conferred upon them by the enclosed form of proxy or voting instruction, as applicable.

Can I vote online or in person at the Meeting?

Common shares that are registered directly in your name may be voted online or in person at the Meeting. In addition, you have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting, either online or in person. To do so, insert the name of your chosen proxy in the space provided on the form of proxy. If you hold common shares in street name and you wish to vote those shares online at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds your shares to obtain the necessary proxy. After obtaining a proxy, you must register the proxyholder with Computershare for the proxyholder to attend the Meeting online or in person and vote. See “Attending the Virtual Meeting”.

If you are a holder of record of Partnership exchangeable units, you may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting and personally exercise (as proxy of the Trustee) the votes attached to the special voting share that you would otherwise be entitled to instruct the Trustee to vote. If you hold Partnership exchangeable units in street name and you wish to vote those units at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds those units and follow their instructions to obtain the necessary proxy. After obtaining a proxy, in order for the proxyholder to attend the Meeting online and vote you must register the proxyholder with Computershare. See “Attending the Virtual Meeting” below.

Can I change my mind after I deliver my proxy or submit my voting instruction?

Yes. If you are a shareholder of record of common shares, you may change your vote or revoke your proxy by:

› submitting a new proxy by telephone or via the Internet after the date of the earlier voted proxy at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed;

› delivering new written instructions to us at 5707 Blue Lagoon Drive, Miami Florida 33126, Attention: Corporate Secretary, or to our Transfer Agent at its address specified below, in each case at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or

› any other means permitted by law.

Any written instructions must be executed by the shareholder or the shareholder’s authorized attorney or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer.

If you hold your common shares in street name, and wish to change your vote or proxy nominee, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set

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Questions and Answers About the Meeting and Voting

deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form.

If you are a holder of record of Partnership exchangeable units, you may revoke or amend your voting instruction by:

› submitting a new voting instruction via the Internet after the date of your earlier submitted voting instruction at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or

› delivering new written instructions to the Trustee at its address specified below at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the meeting is adjourned or postponed.

If you hold your Partnership exchangeable units in street name, you should consult your broker or nominee with respect to revoking or amending your prior voting instructions.

If you log in to the Meeting online using your Control Number and accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you will be able to attend the Meeting as a guest. See “Attending the Virtual Meeting” below.

What does it mean if I receive more than one Notice or proxy card?

If you receive more than one Notice or proxy card it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, through which you hold common shares or Partnership exchangeable units. Please vote or provide voting instructions for all of the common shares or Partnership exchangeable units you own. We encourage you to register all of these securities in the same name and address. You may do this by contacting your broker or other nominee or the Transfer Agent. The Transfer Agent may be reached through the following methods:

By Mail: Computershare Trust Company of Canada 100 University Ave, 8th Floor Toronto, Ontario, M5J 2Y1	By Telephone: (800) 564-6253 (toll free North America) (514) 982-7555 (international direct dial)
By Email: service@computershare.com	By Internet: www.computershare.com/service

ATTENDING THE MEETING

How can I attend and vote at the Meeting?

Registered shareholders and duly appointed proxyholders, including non-registered shareholders and holders of Partnership exchangeable units who have duly appointed themselves as proxyholder, can attend the Meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 (see “What do I need to bring to attend the Meeting in person?” below) or online at https://meetings.lumiconnect.com/400-647-796-263.

• Registered shareholders and duly appointed proxyholders can participate in the Meeting online by clicking “I have a login” and entering a Username and Password before the start of the meeting.

• Registered shareholders — The 15-digit control number located on the form of proxy, the notice or in the email notification you received is the Username. The Password to the Meeting is “RBI2025”.

• Duly appointed proxyholders – Computershare will provide the proxyholder with a Username after the voting deadline has passed. The Password to the Meeting is “RBI2025”.

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Questions and Answers About the Meeting and Voting

• Voting at the Meeting will only be available for Registered shareholders and duly appointed proxyholders. Beneficial shareholders and holders of Partnership exchangeable units who have not appointed themselves proxyholder may attend the Meeting online as a guest by clicking “I am a guest” and completing the online form.

Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting online. To register a proxyholder, shareholders MUST visit http://www.computershare.com/RBI for common shareholders and http://www.computershare.com/RBILP for holders of Partnership exchangeable units by 8:00 a.m. on June 2, 2025 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.

You should allow ample time to check-in to the Meeting online. Online check-in will begin one hour prior to the Meeting on June 3, 2025, at 7:00 a.m. (Eastern time). The Meeting will begin promptly at 8:00 a.m. (Eastern time) on June 3, 2025, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please click the support button provided on the website. For best results attendees should use the latest version of their internet browser.

How can I appoint a third party as my proxyholder?

• Registered shareholders who wish to appoint someone other than the named management proxyholders as their proxyholder to attend the Meeting as their proxy and vote their shares MUST submit their form of proxy appointing that person as proxyholder, AND, to attend the meeting online, register that proxyholder online, as described below. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote online at the Meeting. If a third party is attending the Meeting in person, you DO NOT need to register their appointment as your proxyholder.

• Step 1 – Submit your form of proxy: To appoint someone as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form of proxy. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your form of proxy that is necessary for the proxyholder to participate online.

• Step 2 – Register your proxyholder: To register a third-party proxyholder, registered shareholders must visit http://www.computershare.com/RBI by 8:00 a.m. (Eastern Time) on June 2, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the online Meeting. They will only be able to attend the Meeting online as a guest or attend the Meeting in person.

• Registered holders of Partnership exchangeable units may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting, either virtually or in person, and personally exercise (as proxy of the Trustee) the votes attached to the special voting shares that you (as

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Questions and Answers About the Meeting and Voting

registered holder of Partnership exchangeable units) would otherwise be entitled to instruct the Trustee to vote on your behalf. To attend online, once a proxy is obtained from the Trustee, a registered holder of Partnership exchangeable units must then submit their completed form of proxy as instructed AND register any appointed proxyholder online. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your proxy to the Trustee. Failure to register your proxyholder will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote at the online Meeting. If the proxyholder is attending the Meeting in person, you DO NOT need to register the appointment.

• Step 1 – Submit your voting instruction form: To appoint someone (including yourself or a third-party) as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the voting instruction form provided by the Trustee and then follow the instructions for submitting such voting instruction form. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your voting instruction form.

• Step 2 – Register your proxyholder: To register a proxyholder, registered holders of Partnership exchangeable units must visit http://www.computershare.com/RBILP by 8:00 a.m. (Eastern Time) on June 2, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend the Meeting online as a guest or attend in person.

Holders of common shares or Partnership exchangeable units in street name who wish to vote those securities in person or online at the Meeting (or have another person attend and vote on your behalf), must first obtain a valid legal proxy from your broker, bank or other nominee and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other nominee included with these proxy materials or contact your broker, bank, or other nominee. To then register to attend and vote at the Meeting, you must submit a copy of your legal proxy to Computershare.

Requests for registration should be directed by email to uslegalproxy@computershare.com or to:

Computershare

100 University Avenue

8^th Floor

Toronto, Ontario M5J 2Y1.

Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than the voting deadline of 8:00 a.m. (Eastern Time) on June 2, 2025 or, if the Meeting is adjourned or postponed, by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. While the Chair of the Meeting has the discretion to accept proxies received after such deadline (or waive or extend the deadline), the Chair will not be able to extend or waive the proxy cut-off time for shareholders wishing to appoint another person to represent them at the Meeting virtually, including in respect of beneficial shareholders or holders of Partnership exchangeable units who wish to appoint themselves as proxyholder

What do I need to bring to attend the Meeting in person?

If you are a record holder or beneficial owner of common shares you will need to provide the following documents to attend the meeting in person:

› You will need a valid picture identification.

› You will need proof of ownership of common shares. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership.

› If you are a registered holder of common shares, your Notice or proxy card will be your admission ticket.

› If your common shares are held in the name of a bank, broker or other shareholder of record and you have obtained a legal proxy from the registered shareholder giving you the right to attend and vote at the Meeting, you will need the proxy to be admitted to the Meeting.

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Questions and Answers About the Meeting and Voting

If you are a registered holder or beneficial owner of Partnership exchangeable units you will need to provide the following documents to attend the meeting in person:

› You will need a valid picture identification.

› If you have obtained a legal proxy from the Trustee giving you the right to attend and vote at the Meeting, you will need proof of ownership to be admitted to the Meeting. You should follow the instructions provided by the Trustee to obtain such proof of ownership.

IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND PROOF THAT YOU OWN COMMON SHARES OR PARTNERSHIP EXCHANGEABLE UNITS OR ARE A LEGAL PROXYHOLDER, YOU MAY NOT BE ADMITTED INTO THE IN PERSON MEETING.

MORE INFORMATION

Where can I find voting results of the Meeting?

In accordance with TSX rules, following the Meeting we will promptly issue a press release disclosing the detailed voting results for the election of each director. In addition, promptly following the Meeting, but not more than four business days thereafter, we will announce the results for the proposals voted upon at the Meeting and publish final detailed voting results for each matter voted upon in a report filed on www.sedarplus.ca and in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”).

I am a holder of Partnership exchangeable units. Why am I receiving proxy solicitation materials that relate solely to RBI?

RBI is the sole general partner of Partnership and manages all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership. The Partnership exchangeable units are intended to provide voting rights with respect to RBI that are equivalent to the corresponding rights afforded to holders of common shares. In addition to making provision for these voting rights, the voting trust agreement requires that each record holder of Partnership exchangeable units be provided a copy of the notice of each meeting at which the holders of common shares are entitled to vote. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. Accordingly, you will not receive notice of, or an information circular or proxy in respect of, an annual meeting of Partnership.

For more information, a summary of certain terms of the Partnership exchangeable units, including further details as to the voting rights associated with the Partnership exchangeable units, is included in Appendix A to this proxy statement.

Who should I contact with other questions?

If you have additional questions about this proxy statement or the Meeting, please contact Investor Relations by e-mail at investor@rbi.com.

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Other Matters

OTHER MATTERS

Shareholder Proposals for the 2026 Annual Meeting

RBI is subject to both the rules of the SEC under the Exchange Act and the provisions of the CBCA with respect to shareholder proposals. As indicated under the CBCA and in the rules of the SEC under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy statement as compliance with applicable law is a prerequisite for inclusion.

A shareholder proposal submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the proxy statement distributed to shareholders prior to the 2026 Annual Meeting (other than in respect of the nomination of directors) must be received by us no later than December 24, 2025 and must comply with the requirements of Rule 14a-8 of the Exchange Act.

The CBCA permits certain eligible shareholders to submit shareholder proposals (including proposals in respect of director nominations) to RBI, which proposals may be included in RBI’s proxy materials. To be considered for inclusion in the proxy materials for the 2026 Annual Meeting, any such shareholder proposal under the CBCA must be received by us no earlier than January 2, 2026 and no later than March 3, 2026. Upon receipt of a proposal in compliance with the requirements of the CBCA and which has not been refused by RBI in accordance with the CBCA, RBI will set out such proposal in the proxy statement distributed to shareholders prior to the 2026 Annual Meeting.

Written requests for inclusion of a shareholder proposal pursuant to the rules of the SEC under the Exchange Act or pursuant to the CBCA should be addressed to: Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126. The proposal should be sent to the attention of the Corporate Secretary.

Nominations for directors not made in accordance with the shareholder proposal requirements of the CBCA will be considered by RBI’s NCG Committee in accordance with the requirements of our by-laws. In accordance with our by-laws, shareholder nominations for candidates for election as directors must be delivered to the Corporate Secretary no earlier than February 3, 2026 and no later than March 5, 2026, provided that in the event that the 2026 Annual Meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the Meeting, notice must be delivered to the Corporate Secretary not later than the tenth day following the day on which the first public announcement of the date of the 2026 Annual Meeting is made.

A notice providing a director nomination must include, among other things, (i) the name, age, business and residential address, principal occupation or employment, and country of residence of the person who the shareholder proposes to nominate, as well as the class or series and number of shares in our capital that person owns of record or beneficially or that person controls or directs and any other information regarding the nominee required to be disclosed in a proxy statement pursuant to applicable securities laws, and (ii) full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the nominating shareholder has a right to vote or direct the voting of any shares of RBI and any other information regarding the nominating shareholder required to be disclosed in a proxy statement pursuant to applicable securities laws. Shareholders should refer to Section 9 of our by-laws for more details relating to the requirements for such notice. In addition, to be included on RBI’s universal proxy card in connection with the 2026 Annual Meeting, the notice must also include the information required by the Rule 14a-19(b)(2) and Rule 14a-19(b)(3).

Shareholders wishing to put forward a proposal or nominate a director for election should carefully review the relevant provisions of the Exchange Act, the CBCA, and our by-laws. The chair of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.

List of Shareholders Entitled to Vote at the Meeting

The names of holders of record entitled to vote at the Meeting will be available at our corporate office prior to the Meeting.

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Other Matters

Expenses Relating to this Proxy Solicitation

We will bear the cost of preparing, assembling, and delivering the proxy material and of reimbursing brokers, nominees, fiduciaries, and other custodians for out-of-pocket and clerical expenses of transmitting copies of the proxy material to the beneficial owners of our common shares and partnership units. We expect to solicit proxies by mail. We have retained Alliance Advisors, LLC for certain advisory and solicitation services at a fee of approximately $35,000. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile, or other means of communication by officers, employees, and agents of RBI, with RBI bearing the cost of solicitation.

Available Information

We maintain an internet website at www.rbi.com. Copies of the committee charters of each of the Audit Committee, Compensation Committee, NCG Committee, and Conflicts Committee, together with certain other corporate governance materials, including our Code of Business Ethics and Conduct for Non-Restaurant Employees, Code of Ethics for Executive Officers and Code of Conduct for Directors, can be found under the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary at the address below. Our internet website and information contained therein or incorporated therein is not intended to be incorporated in this proxy statement.

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our annual report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. Copies of these documents and this proxy statement may be obtained on SEDAR+ at www.sedarplus.ca or free of charge, through the “Investors—Investor Information” section of our website at www.rbi.com. A request for such copies should be directed to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, Attention: Corporate Secretary. A copy of any exhibit to the 2024 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to the Corporate Secretary. Financial information relating to RBI is included in the Audited Consolidated Financial Statements for the fiscal year ended December 31, 2024, and the Management’s Discussion & Analysis related thereto contained in RBI’s Annual Report on Form 10-K for the year ended December 31, 2024. Additional information relating to RBI may be found under RBI’s profile on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.

We are using notice-and-access to deliver our report prepared pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) for the financial year ended December 31, 2024 to both our registered and non-registered shareholders. Shareholders may view the report online on our website at www.rbi.com/sustainability. Shareholders may request a paper copy of such report be sent to them by postal delivery at no cost to them. Requests may be made up to one year from April 23, 2025 by sending an email to investor@rbi.com.

U.S. Householding

Some brokers, banks or other intermediaries may be participating in the practice of “householding” our proxy materials. This means that only one copy of the proxy statement and the annual report or the Notice, as applicable, may have been sent to multiple shareholders in the same household. We will promptly deliver separate copies, or one copy (if you currently receive separate copies), of either the proxy materials or the Notice, as applicable, to you if you request them. You can notify us by sending a written request to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, or by contacting our Transfer Agent at (800) 564-6253 (toll free North America) or (514) 982-7555 (international direct dial).

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Other Matters

Approval by Directors

The contents of this proxy statement and the delivery thereof to the shareholders have been approved by the Board of RBI.

By Order of the Board of Directors

Jill Granat

General Counsel & Corporate Secretary

April 23, 2025

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Appendix A

APPENDIX A

SUMMARY OF TERMS OF THE SECURITIES OF RBI AND PARTNERSHIP

As discussed above, each of RBI and Restaurant Brands International Limited Partnership (“Partnership”) is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief exempts Partnership from the continuous disclosure requirements of National Instrument 51-102 – Continuous Disclosure Obligations, effectively allowing Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. Among these conditions is a requirement that Partnership concurrently send to all holders of the Partnership exchangeable units all disclosure materials that RBI sends to its shareholders and a requirement that Partnership separately report all material changes in respect of Partnership that are not also material changes in respect of RBI. This exemptive relief is also conditioned upon RBI including certain disclosures in its proxy solicitation materials. These disclosures are included throughout this proxy statement, including in this Appendix A.

The following summary addresses certain disclosure conditions to the exemptive relief that the Partnership received from the Canadian securities regulatory authorities. This summary is not complete and is qualified in its entirety by the complete text of the Amended and Restated Limited Partnership Agreement, dated December 11, 2014, between RBI, 8997896 Canada Inc. and each person who is admitted as a Limited Partner in accordance with the terms of the agreement (the “partnership agreement”), the Voting Trust Agreement (the “voting trust agreement”), dated December 12, 2014, between RBI, the Partnership and Computershare Trust Company of Canada (the “trustee”), and RBI’s Articles of Incorporation, as amended, copies of which are available on SEDAR+ at www.sedarplus.ca and at www.sec.gov.

RBI hereby gives notice to all limited partners of the partnership that its address for the purpose of service is 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1.

The Partnership

Management: The General Partner

RBI is the sole general partner of Partnership (the “General Partner”) and manages all of Partnership’s operations and activities in accordance with the partnership agreement. Subject to the terms of the partnership agreement and the Ontario Limited Partnerships Act, the General Partner has the full and exclusive right, power, and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership. The partnership agreement provides that, where the General Partner is granted discretion under the partnership agreement in managing Partnership’s operations and activities, the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of, or factors affecting, Partnership, and will not be subject to any other standards imposed by the partnership agreement, any other agreement, the Ontario Limited Partnerships Act or any other law. Despite the foregoing, the General Partner will only be able to take certain actions (as set forth in the partnership agreement) if the same are approved, consented to, or directed by the Conflicts Committee.

Capital Structure of Partnership

The capital of Partnership consists of three classes of units: the common units, the preferred units, and the Partnership exchangeable units. The interest of General Partner is represented by common units and preferred units. The interests of the limited partners are represented by the Partnership exchangeable units.

A-1

Appendix A

The Partnership Exchangeable Units

Summary of Economic and Voting Rights

The Partnership exchangeable units are intended to provide economic rights that are substantially equivalent, and voting rights with respect to RBI that are equivalent, to the corresponding rights afforded to holders of our common shares. Under the terms of the partnership agreement, the rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units include the following:

› The Partnership exchangeable units are exchangeable at any time, at the option of the holder (the “exchange right”), on a one-for-one basis for common shares of RBI (the “exchanged shares”), subject to our right as the general partner (subject to the approval of the Conflicts Committee in certain circumstances) to determine to settle any such exchange for a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common shares, the amount of the cash payment will be the weighted average trading price of the common shares on the NYSE for the 20 consecutive trading days ending on the last business day prior to the exchange date (the “exchangeable units cash amount”). Written notice of the determination of the form of consideration shall be given to the holder of the Partnership exchangeable units exercising the exchange right no later than ten business days prior to the exchange date.

› If a dividend or distribution has been declared and is payable in respect of a RBI common share, Partnership will make a distribution in respect of each Partnership exchangeable unit in an amount equal to the dividend or distribution in respect of a common share. The record date and payment date for distributions on the Partnership exchangeable units will be the same as the relevant record date and payment date for the dividends or distributions on our common shares.

› If we issue any common shares in the form of a dividend or distribution on the RBI common shares, Partnership will issue to each holder of Partnership exchangeable units, in respect of each exchangeable unit held by such holder, a number of Partnership exchangeable units equal to the number of common shares issued in respect of each common share.

› If we issue or distribute rights, options, or warrants or other securities or assets of RBI to all or substantially all of the holders of our common shares, Partnership is required to make a corresponding distribution to holders of the Partnership exchangeable units.

› No subdivision or combination of our outstanding common shares is permitted unless a corresponding subdivision or combination of Partnership exchangeable units is made.

› We and our board of directors are prohibited from proposing or recommending an offer for our common shares or for the Partnership exchangeable units unless the holders of the Partnership exchangeable units and the holders of RBI common shares are entitled to participate to the same extent and on equitably equivalent basis.

› Upon a dissolution and liquidation of Partnership, if Partnership exchangeable units remain outstanding and have not been exchanged for our common shares, then the distribution of the assets of Partnership between holders of our common shares and holders of Partnership exchangeable units will be made on a pro rata basis based on the numbers of common shares and Partnership exchangeable units outstanding. Assets distributable to holders of Partnership exchangeable units will be distributed directly to such holders. Assets distributable in respect of our common shares will be distributed to us. Prior to this pro rata distribution, Partnership is required to pay to us sufficient amounts to fund our expenses or other obligations (to the extent related to our role as the general partner or our business and affairs that are conducted through Partnership or its subsidiaries) to ensure that any property and cash distributed to us in respect of the RBI common shares will be available for distribution to holders of RBI common shares in an amount per share equal to distributions in respect of each Partnership exchangeable unit. The terms of the Partnership exchangeable units do not provide for an automatic exchange of Partnership exchangeable units into RBI common shares upon a dissolution or liquidation of Partnership or RBI.

› Approval of holders of the Partnership exchangeable units is required for an action (such as an amendment to the Partnership agreement) that would affect the economic rights of an exchangeable unit relative to a RBI common share.

A-2

Appendix A

› The holders of Partnership exchangeable units are indirectly entitled to vote in respect of matters on which holders of our common shares are entitled to vote, including in respect of the election of our directors, through a special voting share of RBI. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of RBI common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of an exchangeable unit as to voting, will not exercise those votes. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting.

A more detailed description of certain economic, voting, and other rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units follows below. For more details, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.

Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights with Respect to RBI

Voting Rights with Respect to RBI

Under the voting trust agreement, RBI has issued one special voting share to the trustee for the benefit of the holders of Partnership exchangeable units (other than RBI and its subsidiaries). The special voting share has the number of votes, which may be cast by the trustee at any meeting at which the holders of RBI common shares are entitled to vote or in respect of any written consent sought by RBI from holders of RBI common shares, equal to the then outstanding number of Partnership exchangeable units (other than Partnership exchangeable units held by RBI and its subsidiaries). Each holder of a Partnership exchangeable unit (other than RBI and its subsidiaries) on the record date for any meeting or shareholder consent at which holders of RBI common shares are entitled to vote is entitled to instruct the trustee to exercise the votes attached to the special voting share for each Partnership exchangeable unit held by the exchangeable unitholder. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of a Partnership exchangeable unit as to voting, will not exercise those votes. A holder of Partnership exchangeable units may, upon instructing the trustee, obtain a proxy from the trustee entitling such holder to vote directly at the meeting the votes attached to the special voting share to which the holder of Partnership exchangeable units is entitled.

Notwithstanding the foregoing, in the event that under applicable law any matter requires the approval of the holder of record or the special voting share, voting separately as a class, the trustee will, in respect of such vote, exercise all voting rights: (i) in favor of the relevant matter where the result of the vote of the RBI common shares and the special voting share, voting together as a single class on such matter, was the approval of such matter; and (ii) against the relevant matter where the result of such combined vote was against the relevant matter, provided that in the event of a vote on a proposal to amend the articles of RBI to: (x) effect an exchange, reclassification or cancellation of the special voting share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the special voting share, in either case, where the special voting share is permitted or required by applicable law to vote separately as a single class, the trustee will exercise all voting rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes for or against such proposed amendment.

The voting trust agreement provides that the trustee will mail or cause to be mailed (or otherwise communicate) to the holders of Partnership exchangeable units the notice of each meeting at which the holders of RBI common shares are entitled to vote, together with the related materials and a statement as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the special voting share, on the same day as RBI mails (or otherwise communicates) the notice and materials to the holders of RBI common shares.

A-3

Appendix A

Statutory Rights with Respect to RBI

Wherever and to the extent that the CBCA confers a prescribed statutory right on a holder of voting shares, RBI has agreed that the holders of Partnership exchangeable units (other than RBI and its subsidiaries) are entitled to the benefit of such statutory rights through the trustee, as the holder of record of the special voting share. The prescribed statutory rights set out in the voting trust agreement include rights provided for in sections 21, 103(5), 137, 138(4), 143, 144, 175, 211, 214, 229, 239 and 241 of the CBCA. Upon the written request of a holder of Partnership exchangeable units delivered to the trustee, provided that certain conditions are satisfied, RBI and the trustee will cooperate to facilitate the exercise of such statutory rights on behalf of such holder so entitled to instruct the trustee as to the exercise thereof, such exercise of the statutory right to be treated, to the maximum extent possible, on the basis that such holder was the registered owner of the RBI common shares receivable upon the exchange of the Partnership exchangeable units owned of record by such holder.

Offers for Units or Shares

The partnership agreement contains provisions to the effect that if a take-over bid is made for all of the outstanding Partnership exchangeable units and not less than 90% of the Partnership exchangeable units (other than units of Partnership held at the date of the take-over bid by or on behalf of the offeror or its associates or associates) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Partnership exchangeable units held by unitholders who did not accept the offer on the terms offered by the offeror. The partnership agreement further provides that for so long as Partnership exchangeable units remain outstanding, (i) RBI will not propose or recommend a formal bid for RBI’s common shares, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of Partnership exchangeable units are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of RBI’s common shares, and (ii) RBI will not propose or recommend a formal bid for Partnership exchangeable units, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of RBI’s common shares are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of Partnership exchangeable units. Canadian securities regulatory authorities may intervene in the public interest (either on application by an interested party or by staff of a Canadian securities regulatory authority) to prevent an offer to holders of common shares of RBI or Partnership exchangeable units being made or completed where such offer is abusive of the holders of one of those security classes that are not subject to that offer.

Description of RBI Share Capital

The authorized share capital of RBI consists of (i) an unlimited number of RBI common shares, (ii) one special voting share, and (iii) 68,530,939 RBI preferred shares, each of which was redeemed for cancellation and may not be reissued. The following is a summary of the material rights, privileges, restrictions, and conditions that attach to RBI’s common shares and special voting share.

RBI Common Shares

Notice of Meeting and Voting Rights

Except as otherwise provided by law, the holders of RBI common shares are entitled to receive notice of and to attend all meetings of the shareholders of RBI and will vote together as a single class with the RBI preferred shares and the special voting share. The holders of RBI common shares are entitled to one vote per RBI common share.

Dividend and Liquidation Entitlements

The holders of RBI common shares are entitled to receive dividends, as and when declared by the board of directors of RBI, in such amounts and in such form as the board of directors of RBI may from time to time determine, subject to the preferential rights of the RBI preferred shares and any other shares ranking prior to the RBI common shares. All dividends declared on the RBI common shares will be declared and paid in equal amounts per share. No dividends will be declared or paid on the RBI common shares except as permitted by the terms of the RBI preferred shares.

A-4

Appendix A

In the event of the dissolution, liquidation or winding-up of RBI, the holders of RBI common shares shall be entitled to receive the remaining property and assets of RBI after satisfaction of all liabilities and obligations to creditors of RBI, after satisfaction of the RBI preferred share liquidation preference and subject to the preferential rights of any other shares ranking prior to the RBI common shares.

Special Voting Share

Notice of Meeting and Voting Rights

Except as otherwise provided by law, the special voting share shall entitle the holder thereof to vote on all matters submitted to a vote of the holders of RBI common shares at any shareholders meeting of RBI and to exercise the right to consent to any matter for which the written consent of the holders of RBI common shares is sought, and will, with respect to any shareholders meeting or written consent, vote together as a single class with the RBI common shares. The holder of the special voting share shall not be entitled to vote separately as a class on a proposal to amend the articles of amendment of RBI to: (i) increase or decrease the maximum number of special voting shares that RBI is authorized to issue, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the special voting share; or (ii) create a new class of shares equal or superior to the special voting share. The holder of the special voting share shall be entitled to attend all shareholder meetings of RBI which the holders of RBI common shares are entitled to attend, and shall be entitled to receive copies of all notices and other materials sent by RBI to its holders of RBI common shares relating to such meetings and any consents sought from the holders of common shares.

The holder of the special voting share is entitled to that number of votes equal to the number of votes which would attach to the RBI common shares receivable by the holders of Partnership exchangeable units upon the exchange of all Partnership exchangeable units outstanding from time to time (other than the Partnership exchangeable units held by RBI and its subsidiaries), determined as of the record date for the determination of shareholders entitled to vote on the applicable matter or, if no record date is established, the date such vote is taken. See “The Partnership Exchangeable Units—Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights With Respect to RBI” above.

Dividend and Liquidation Entitlements

The holder of the special voting share is not entitled to receive dividends and has no entitlements with respect to the property or assets of RBI in the event of the dissolution, liquidation or winding-up of RBI.

Redemption Right

At such time as there are no Partnership exchangeable units outstanding, the special voting share shall automatically be redeemed and cancelled for $1 to be paid to the holder thereof.

A-5

Appendix B

APPENDIX B

GAAP TO NON-GAAP RECONCILIATIONS

Below, we define non-GAAP financial measures, provide a reconciliation of each measure to the most directly comparable financial measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and discuss the reasons why we believe this information is useful to management and may be useful to investors. These measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance or liquidity. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented.

Adjusted Operating Income (AOI) represents Income from Operations adjusted to exclude (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities.

For the periods referenced in the following financial results, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the Firehouse Acquisition consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”), (ii) non-recurring fees and expenses incurred in connection with the Carrols Acquisition and the PLK China acquisition, consisting primarily of professional fees, compensation related expenses and integration costs (“RH Transaction costs”) and (iii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”). Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance or trends of our core business and operations. AOI is used by management to measure operating performance of the business, excluding these other specifically identified items. AOI, as defined above, also represents our measure of segment income for each of our operating segments.

Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the operating performance of the business, excluding certain non-cash and other specifically identified items that management believes are not relevant to management’s assessment of operating performance.

Free Cash Flow is the total of Net cash provided by operating activities minus Payments for property and equipment. Free Cash Flow is a liquidity measure used by management as one factor in determining the amount of cash that is available for working capital needs or other uses of cash, however, it does not represent residual cash flows available for discretionary expenditures.

B-1

Appendix B

Non-GAAP Reconciliations

Net Income to Income from Operations to Adjusted Operating Income

(in millions)

	2020		2021		2022			2023			2024
Net income	$	750	$	1,253	$	1,482		$	1,718		$	1,445
Income tax (benefit) expense(5)		66		110		(117	)		(265	)		364
Loss on early extinguishment of debt		98		11		—			16			33
Interest expense, net		508		505		533			582			577
Income from operations	$	1,422	$	1,879	$	1,898		$	2,051		$	2,419
Franchise agreement and reacquired franchise rights amortization		33		32		32			31			53
RH Transaction costs(1)		—		—		—			—			22
FHS Transaction costs(2)		—		18		24			19			—
Corporate restructuring and advisory fees(3)		16		16		46			38			20
Impact of equity method investments(4)		48		25		59			6			(53	)
Other operating expenses (income), net		105		7		25			55			(59	)
Adjusted Operating Income	$	1,624	$	1,977	$	2,084		$	2,200		$	2,402

Organic Growth - Income from operations and AOI

	Actual				2024 vs. 2023					RH Impact		FX Impact			Organic Growth
	2024		2023		$		%			$		$			$		%
Income from Operations	$	2,419	$	2,051	$	368		17.9	%	$	18	$	(35	)	$	384		19.0	%
Adjusted Operating Income	$	2,402	$	2,200	$	202		9.2	%	$	44	$	(38	)	$	196		9.0	%

Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share

	Twelve Months Ended December 31,
	2024			2023
Net income	$	1,445		$	1,718
Income tax (benefit) expense(5)		364			(265	)
Income before income taxes		1,809			1,453
Adjustments:
Franchise agreement and reacquired franchise rights amortization		53			31
Amortization of deferred financing costs and debt issuance discount		25			27
Interest expense and loss on extinguished debt(6)		31			65
RH Transaction costs(1)		22			—
FHS Transaction costs(2)		—			19
Corporate restructuring and advisory fees(3)		20			38
Impact of equity method investments(4)		(53	)		6
Other operating expenses (income), net		(59	)		55
Total adjustments		39			241
Adjusted income before income taxes		1,848			1,694
Adjusted income tax expense(5)(7)		333			214
Adjusted net income	$	1,515		$	1,480
Diluted earnings per share	$	3.18		$	3.76
Adjusted diluted earnings per share	$	3.34		$	3.24
Weighted average diluted shares outstanding (in millions)		454			456

B-2

Appendix B

Free Cash Flow

	Twelve Months Ended December 31,
(in US$ millions)	2024
Net cash provided by operating activities	$	1,503
Payments for additions of property and equipment		(201	)
Free Cash Flow	$	1,302

Notes:

(1) In connection with the Carrols Acquisition and the PLK China Acquisition, we incurred certain non-recurring fees and expenses (“RH Transaction costs”) consisting primarily of professional fees, compensation related expenses and integration costs. We expect to incur additional RH Transaction costs in 2025.

(2) In connection with the acquisition and integration of Firehouse Subs, we incurred certain non-recurring fees and expenses (“FHS Transaction costs”) consisting of professional fees, compensation related expenses and integration costs. We did not incur any additional FHS Transaction costs subsequent to March 31, 2023.

(3) Non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements within our structure as well as services related to significant tax reform legislation and regulations.

(4) Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

(5) The effective tax rate for the twelve months ended December 31, 2024 reflects our mix of income from multiple jurisdictions including the Carrols Acquisition, the impact of internal financing arrangements and the overall impact of the statute of limitations expirations on both our uncertain tax positions and deferred tax assets

  The effective tax rate for the twelve months ended December 31, 2023 reflects a $367 million increase in net deferred tax assets related to non-refundable tax credits and certain intangibles recognized in connection with intra-group reorganizations centralizing the management of various international business and financing operations, which reduced the effective tax rate by 25.3% for twelve months ended December 31, 2023. Additionally, the effective tax rate for the twelve months ended December 31, 2023 included a net decrease in tax reserves of $91 million related primarily to expiring statute of limitations for certain prior tax years which decreased the effective tax rate by 6.2% for the twelve months ended December 31, 2023. The impact of net reserves releases decreased the adjusted income tax expense by $14 million for the twelve months ended December 31, 2023 and our adjusted effective tax rate by 0.8% for the twelve months ended December 31, 2023.

(6) Represents loss on early extinguishment of debt and interest expense. Interest expense included in this amount represents non-cash interest expense related to amounts reclassified from accumulated comprehensive income (loss) into interest expense in connection with restructured interest rate swaps.

(7) Adjusted income tax expense includes the tax impact of the non-GAAP adjustments and is calculated using our statutory tax rate in the jurisdiction in which the costs were incurred.

B-3

Appendix C

APPENDIX C

DESCRIPTION OF INCENTIVE PLANS

Equity Compensation Plan Information

The following table presents information regarding equity awards outstanding under our compensation plans as of December 31, 2024 (amounts in thousands):

	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity Compensation Plans Approved by Security Holders		12,790	$	62.91		13,642
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		12,790		62.91		13,642

(1) The weighted average exercise price does not take into account the common shares issuable upon outstanding RSUs vesting, which have no exercise price.

Burn Rate

	2022		2023		2024
Number of Securities Issued under the 2014 Omnibus Plan and 2023 Omnibus Plan (amounts in millions)		7.3		2.4		1.9
Burn Rate		1.60%		0.60%		0.40%

The total number of RBI common shares that can be issued from treasury under our equity compensation plans is as follows:

• the 2011 Omnibus Plan pursuant to which 63,876 common shares are issuable, representing 0.02% of the issued and outstanding shares of RBI as of March 31, 2025 (0.01% on a fully exchanged basis, assuming that 100% of the outstanding Partnership exchangeable units are exchanged for RBI common shares);

• the 2012 Omnibus Plan pursuant to which 14,787 common shares are issuable, representing 0.01% of the issued and outstanding shares of RBI as of March 31, 2025 (less than 0.01% on a fully exchanged basis); and

• the 2014 Omnibus Plan pursuant to which 7,914,148 common shares are issuable, representing 2.4% of the issued and outstanding shares of RBI as of March 31, 2025 (1.7% on a fully exchanged basis); and

• the 2023 Omnibus Plan pursuant to which 3,250,679 common shares are issuable pursuant to awards currently outstanding and an additional 13,900,546 are issuable, together representing 4.2% of the issued and outstanding shares of RBI as of March 31, 2025 (3.1% on a fully exchanged basis).

Accordingly, as of March 31, 2025 an aggregate of 25,556,348 common shares are issuable under all security based compensation arrangements, representing 7.8% of the issued and outstanding shares of RBI as of the Record Date (5.6% on a fully exchanged basis).

C-1

Appendix C

The total number of equity awards outstanding which will result in common shares being issued and the percentage such common shares represent of RBI’s currently outstanding capital for our prior plans and the 2014 Omnibus Plan are as follows:

• the 2011 Omnibus Plan pursuant to which 1 restricted stock unit award (with 63,876 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.01% on a fully exchanged basis);

• the 2012 Omnibus Plan pursuant to which 1 restricted stock unit award (with 14,787 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2025 (less than 0.01% on a fully exchanged basis);

• the 2014 Omnibus Plan pursuant to which 174 option awards (with 4,375,229 options under grant) and 913 restricted stock unit awards (with 948,031 RSUs under grant) and 88 performance shares awards (with 2,590,888 performance share units under grant) are outstanding, representing 1.3%, 0.3% and 0.8% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.9%, 0.2% and 0.6% on a fully exchanged basis); and

• the 2023 Omnibus Plan pursuant to which 1,375 restricted stock unit awards (with 1,376,036 RSUs under grant) and 201 performance shares awards (with 1,874,643 performance share units under grant) are outstanding, representing 0.4% and 0.6% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.3% and 0.3% on a fully exchanged basis)

About the 2023 Omnibus Plan

A summary of the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”) is set out below. The purpose of the 2023 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders.

As of March 31, 2025, 17,151,224 common shares are authorized and issuable under the 2023 Omnibus Plan. This maximum number of common shares can be increased to include any common shares not used to settle awards issued under our prior plans.

Awards Granted
Participants	•  Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2023 Omnibus Plan
Plan administration	•  The Compensation Committee of RBI (the “Committee”) administers the 2023 Omnibus Plan
Stock options	•  The holder receives common shares when options are exercised upon payment of the exercise price •  Except under certain circumstances described in the 2023 Omnibus Plan, the term of each option will not exceed 10 years •  The Committee fixes the vesting conditions it deems appropriate when granting options •  The exercise price per share under an option is determined by the Committee at the time of original grant, however the exercise price will not be less than fair market value of a common share on the date the option is granted •  To the extent vested and exercisable, options may be exercised in whole or in part at any time during the term, by providing notice and payment in

C-2

Appendix C

Awards Granted
	full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to RBI; (ii) as permitted by law and the Committee, through a payment by the participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having RBI withhold common shares issuable upon exercise of the option, or by payment in full or in part in the form of common shares owned by the participant, based on the Fair market value of the common shares on the payment date as determined by the Committee).
Stock appreciation rights (SARs)	•  The Committee may grant stock appreciation rights (“SARs”) under the 2023 Omnibus Plan •  SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2023 Omnibus Plan (“tandem”) •  Except under certain circumstances described in the 2023 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years •  Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant •  In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no longer be exercisable, upon the termination or exercise of the related option.
Restricted Stock/Restricted Stock Units (RSUs)	•  Shares of restricted stock and restricted stock units (“RSUs”) will be subject to any restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock, the right to receive any dividend or dividend equivalent, or the Committee may choose to settle RSUs in cash
Deferred Stock	•  Deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee •  In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock
Performance awards	•  The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals
Other awards	•  The Committee may grant other awards that may be that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares •  The Committee is also permitted to grant cash-based awards to participants and determine any conditions or terms of such awards •  The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity. a performance award to a participant payable upon the attainment of specific performance goals

C-3

Appendix C

Awards Granted
Issue limits	•  The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period
Issuing common shares	•  We can issue any combination of the following kinds of common shares: •  authorized for issue but not yet issued •  acquired by RBI •  If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2023 Omnibus Plan will be reduced by the same number of shares issued in settlement
Value of awards	•  Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or the NYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date
Clawback and forfeiture	•  Any award granted is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any law rule or regulation which imposes mandatory recoupment under the circumstances •  The Committee also reserves the right in an award agreement to cause the forfeiture of the gain realized by a participant with respect to an award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies
Termination of awards	•  If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the 2023 Omnibus Plan
Termination of employment	•  The 2023 Omnibus Plan provides the Committee with discretion to provide in any award agreement, or in an individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement or the end of a performance period
Change in control	•  Unless otherwise provided in an award agreement, in the event of a change in control a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee: •  awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee; •  the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or

C-4

Appendix C

Awards Granted
	•  if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines
Financial Assistance	•  The 2023 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options
Making changes to the 2014 Omnibus Plan	•  The board of directors of RBI may amend, suspend, or terminate the 2023 Omnibus Plan, in whole or in part, at any time, provided that all material amendments to the 2023 Omnibus Plan require the prior approval of the shareholders and must comply with the rules of the TSX •  The following changes require approval by our Board and our shareholders: •  an increase in the maximum number of common shares that may be made the subject of awards under the 2023 Omnibus Plan •  making a change or adjustment (other than for a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means •  increasing the limits on awards that can be made to participants •  extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window •  making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate •  changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations •  Examples of changes the Committee can make without shareholder approval: •  ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations •  minor changes of a “housekeeping” nature •  changing the vesting provision of the 2023 Omnibus Plan or any Award, subject to certain limitations •  waiving any conditions or rights under any award, subject to certain limitations •  changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof

C-5

Appendix C

Awards Granted
	•  adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying shares from the Plan reserve, and any amendment to a cashless exercise provision •  adding a form of financial assistance and any amendment to a financial assistance provision which is adopted •  changing the process by which a participant who wishes to exercise his or her award can do so •  delegating any and all of the powers of the Committee to administer the 2023 Omnibus Plan to officers of RBI
Transferability	•  Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee or, in limited circumstances, by the holder’s legal representative •  No awards under the 2023 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner other than by will or the law of descent

About the 2014 Omnibus Plan

A summary of the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) is set out below. The purpose of the 2014 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders.

As of August 8, 2023, no new awards can be granted under the 2014 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2014 Omnibus Plan. As of March 31, 2025, a maximum of 8,326,460 common shares are authorized and issuable under the 2014 Omnibus Plan.

Awards Granted
Participants	•  Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2014 Omnibus Plan
Plan administration	•  The Compensation Committee of RBI (the “Committee”) administers the 2014 Omnibus Plan
Stock options	•  The holder receives common shares when options are exercised upon payment of the exercise price •  Except under certain circumstances described in the 2014 Omnibus Plan, the term of each option will not exceed 10 years •  The Committee fixes the vesting conditions it deems appropriate when granting options •  The exercise price per share under an option is determined by the Committee at the time of original grant, however the exercise price will not be less than fair market value of a common share on the date the option is granted

C-6

Appendix C

Awards Granted
	•  To the extent vested and exercisable, options may be exercised in whole or in part at any time during the term, by providing notice and payment in full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to RBI; (ii) as permitted by law and the Committee, through a payment by the participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having RBI withhold common shares issuable upon exercise of the option, or by payment in full or in part in the form of common shares owned by the participant, based on the Fair market value of the common shares on the payment date as determined by the Committee).
Stock appreciation rights (SARs)	•  The Committee may grant stock appreciation rights (“SARs”) under the 2014 Omnibus Plan •  SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2014 Omnibus Plan (“tandem”) •  Except under certain circumstances described in the 2014 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years •  Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant •  In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no longer be exercisable, upon the termination or exercise of the related option.
Restricted Stock/Restricted Stock Units (RSUs)	•  Shares of restricted stock and restricted stock units (“RSUs”) will be subject to any restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock, the right to receive any dividend or dividend equivalent, or the Committee may choose to settle RSUs in cash
Deferred Stock	•  Deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee •  In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock
Performance awards	•  The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals
Other awards	•  The Committee may grant other awards that may be that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares •  The Committee is also permitted to grant cash-based awards to participants and determine any conditions or terms of such awards •  The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity. a performance award to a participant payable upon the attainment of specific performance goals

C-7

Appendix C

Awards Granted
Issue limits	•  The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period
Issuing common shares	•  We can issue any combination of the following kinds of common shares: •  authorized for issue but not yet issued •  acquired by RBI •  If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2014 Omnibus Plan will be reduced by the same number of shares issued in settlement
Value of awards	•  Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or the NYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date
Clawback and forfeiture	•  Any award granted after January 1, 2017 is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any law rule or regulation which imposes mandatory recoupment under the circumstances •  The Committee also reserves the right in an award agreement to cause the forfeiture of the gain realized by a participant with respect to an award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies
Termination of awards	•  If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the 2014 Omnibus Plan
Termination of employment	•  The 2014 Omnibus Plan provides the Committee with discretion to provide in any award agreement, or in an individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement or the end of a performance period
Change in control	•  Unless otherwise provided in an award agreement, in the event of a change in control a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee: •  awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee; •  the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or •  if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines

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Appendix C

Awards Granted
Financial Assistance	•  The 2014 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options
Making changes to the 2014 Omnibus Plan	•  The board of directors of RBI may amend, suspend, or terminate the 2014 Omnibus Plan, in whole or in part, at any time, provided that all material amendments to the 2014 Omnibus Plan require the prior approval of the shareholders and must comply with the rules of the TSX •  The following changes require approval by our Board and our shareholders: •  an increase in the maximum number of common shares that may be made the subject of awards under the 2014 Omnibus Plan •  making a change or adjustment (other than for a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means •  increasing the limits on awards that can be made to participants •  extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window •  making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate •  changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations •  Examples of changes the Committee can make without shareholder approval: •  ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations •  minor changes of a “housekeeping” nature •  changing the vesting provision of the 2014 Omnibus Plan or any Award, subject to certain limitations •  waiving any conditions or rights under any award, subject to certain limitations •  changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof •  adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying shares from the Plan reserve, and any amendment to a cashless exercise provision •  adding a form of financial assistance and any amendment to a financial assistance provision which is adopted

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Appendix C

Awards Granted
	•  changing the process by which a participant who wishes to exercise his or her award can do so •  delegating any and all of the powers of the Committee to administer the 2014 Omnibus Plan to officers of RBI
Transferability	•  Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee or, in limited circumstances, by the holder’s legal representative •  No awards under the 2014 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner other than by will or the law of descent

About the 2012 Omnibus Incentive Plan

The Restaurant Brands International Inc. Amended and Restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) is based on the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Plan as amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2012 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2012 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2012 Omnibus Plan and no employee, director or other individual are permitted to commence participation in the 2012 Omnibus Plan. As of March 15, 2025, a maximum of 14,787 common shares are authorized and issuable under the 2012 Omnibus Plan. The terms of the 2012 Omnibus Plan are substantially equivalent to the 2014 Omnibus Plan described above.

About the 2011 Omnibus Incentive Plan

The Restaurant Brands International Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) is based on the Burger King Worldwide Holdings, Inc. 2011 Omnibus Plan. All stock options and restricted stock units under the 2011 Omnibus Plan outstanding on June 20, 2012 were assumed by Burger King Worldwide, Inc. and converted into stock options to acquire common stock and restricted stock units of Burger King Worldwide, Inc., and Burger King Worldwide, Inc. assumed all of the obligations of Burger King Worldwide Holdings, Inc. under the 2011 Omnibus Plan. The 2011 Omnibus Plan was amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2011 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2011 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2011 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2011 Omnibus Plan. As of March 15, 2025, a maximum of 63,876 common shares are authorized and issuable under the 2011 Omnibus Plan.

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Appendix C

Awards Granted
Participants	•  Employees, directors, and consultants were eligible to participate in the 2011 Omnibus Plan
Stock options	•  The holder receives common shares when the options are exercised upon payment of the purchase price •  The exercise times, vesting and term of the options (which did not exceed 10 years at time of issue) remain unchanged •  The purchase price per share under an option was determined by the Committee at the time of original grant and was not less than the fair market value of a share on the date of grant.
Restricted Share Units	•  The holder has a contractual right to receive one share or the value of one share pursuant to the terms and conditions in the applicable award agreement.
Issuing common shares	•  We can issue any combination of the following kinds of common shares: •  authorized for issue but not yet issued •  acquired by RBI •  If we issue common shares in settlement of an option or restricted share unit, the number of common shares available for issue under the 2011 Omnibus Plan will be reduced by the same number of shares issued in settlement
Value of awards	•  Fair market value of common shares on any relevant date means the closing price of our common shares on the NYSE on the date in question (or the preceding date trading day just before the relevant date if there was no trading on the date in question). Prior to the predecessor of BKW becoming public, fair market value was determined by the Committee at the time, acting in good faith
Termination of awards	•  If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the plan but no new awards will be made under the 2011 Omnibus Plan
Plan administration	•  The Committee administers the 2011 Omnibus Plan
Termination of employment	•  The 2011 Omnibus Plan provided the Committee with discretion to provide in any award agreement the circumstances in which a stock option or restricted share unit shall be exercised, vested, paid, or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement
Financial Assistance	•  The 2011 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the purchase of securities or exercise of awards
Making changes to the 2011 Omnibus Incentive Plan	•  The 2011 Omnibus Plan provides the board of directors of RBI with broad powers to amend the Plan without shareholder approval unless such shareholder approval is required pursuant to TSX or NYSE rules or applicable law

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Appendix C

Awards Granted
	•  The 2011 Omnibus Plan provides the Committee with certain powers, including: •  make amendments to achieve the stated purposes of the 2011 Omnibus Plan in a tax-efficient manner and to comply with foreign law •  amend outstanding awards provided that the rights of a participant are not adversely affected (unless changes are made to continue to comply with applicable laws or exchange requirements) and the amendment does not have the effect of reducing the exercise price of the award •  adjust awards in recognition of certain corporate events where appropriate to prevent dilution or enlargement of the benefits intended to be made available under the 2011 Omnibus Plan
Transferability	•  Options and restricted share units are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee

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