X0306 4 2021-02-19 0 0001618756 Restaurant Brands International Inc. QSR 0001801288 Machado Fernando 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 Chief Marketing Officer Common Shares 2021-02-19 4 A 0 4203 60.55 A 20905.8702 D Option (right to buy) 27.28 2024-03-06 Common Shares 123000 123000 D Option (right to buy) 42.26 2025-03-05 Common Shares 11420 11420 D Option (right to buy) 42.26 2025-03-05 Common Shares 40000 40000 D Performance Share Units 2021-02-26 2021-02-26 Common Shares 34504.8899 34504.8899 D Restricted Share Units Common Shares 5600.5092 5600.5092 D Option (right to buy) 58.44 2023-02-23 2028-02-22 Common Shares 40000 40000 D Restricted Share Units Common Shares 4395.7602 4395.7602 D Performance Share Units 2024-02-22 2024-02-22 Common Shares 201699.4258 201699.4258 D Restricted Share Units Common Shares 6081.0582 6081.0582 D Restricted Share Units Common Shares 11092.9482 11092.9482 D Restricted Share Units 2021-02-19 4 A 0 16500 0.00 A Common Shares 16500 16500 D Restricted Share Units 2021-02-19 4 A 0 14011 0.00 A Common Shares 14011 14011 D Performance Share Units 2021-02-19 4 A 0 33500 0.00 A 2024-02-19 2024-02-19 Common Shares 33500 33500 D The shares reported represent common shares purchased from the Issuer by the Reporting Person upon exercise of his investment rights pursuant to the Issuer's 2020 Bonus Swap Program under its Amended and Restated 2014 Omnibus Incentive Plan ("2014 Plan"). The Reporting Person elected to use 50% of his 2020 net bonus to purchase common shares at a purchase price of $60.55 per share ("Investment Shares"). Pursuant to the Issuer's 2014 Plan, the purchase price of the Investment Shares is, and the number of matching restricted share units described in footnote 18 below pursuant to the Issuer's 2020 Bonus Swap Program is calculated based on, the last sales price of a common share of the Issuer on the New York Stock Exchange on the trading day immediately preceding the grant date, in this case February 18, 2021. These options are immediately exercisable. The shares reported represent an award of performance based restricted share units (the "2016 PBRSUs") granted to the Reporting Person. The 2016 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest on February 26, 2021, which is the fifth anniversary of the grant date. Includes 4,189.4955 dividend equivalent rights that accrued on the 2016 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2016 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 PBRSUs to which they relate. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2021. Includes 611.5092 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. These restricted share units vest on December 31, 2022. Includes 429.7602 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. The shares reported represent an award of performance based restricted share units ("2019 PBRSUs") granted to the Reporting Person. The 2019 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2024, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the performance period is subject to decrease based on the results of the performance condition. Includes 11,699.4258 dividend equivalent rights that accrued on the 2019 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2019 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2019 PBRSUs to which they relate. These restricted share units vest on December 31, 2023. Includes 419.0582 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. These restricted share units vest on December 31, 2024. Includes 454.9482 dividend equivalent rights that accrued on the restricted share units, which rights accrue when and as dividends are paid on the common shares underlying the restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 2023. The Issuer granted the 2021 restricted share units ("2021 RSUs") to the Reporting Person pursuant to the Issuer's 2020 Bonus Swap Program under its 2014 Plan. The Reporting Person elected to use 50% of his 2020 net bonus to purchase Investment Shares and received a matching grant of 2021 RSUs in an amount equal to 50% of his gross bonus, multiplied by a multiple based on the Reporting Person's position level with the Issuer ("RSU Multiplier"), and divided by the purchase price of $60.55 per share. The RSU Multiplier was 2.0 for executive vice presidents and above. If the Reporting Person sells any of the Investment Shares, he will forfeit all of the 2021 RSUs that have not yet vested. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. The shares reported represent an award of performance based restricted share units ("2021 PBRSUs") granted to the Reporting Person. The 2021 PBRSUs will have a performance period beginning January 1, 2021 and ending December 31, 2023 and to the extent earned will vest on February 19, 2024. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. /s/ Michele Keusch, as Attorney-in-Fact for Fernando Machado 2014-02-23