X0306 4 2021-02-19 0 0001618756 Restaurant Brands International Inc. QSR 0001801406 Finazzo Christopher L. 130 KING STREET WEST SUITE 300 TORONTO A6 M5X 1E1 ONTARIO, CANADA 0 1 0 0 See Remarks Common Shares 2021-02-19 4 A 0 2144 60.55 A 7117.7619 D Option (right to buy) 42.26 2025-03-05 Common Shares 129 129 D Option (right to buy) 42.26 2025-03-05 Common Shares 20000 20000 D Option (right to buy) 33.67 2021-02-26 2026-02-25 Common Shares 20000 20000 D Restricted Share Units Common Shares 1324.6343 1324.6343 D Option (right to buy) 55.55 2022-02-24 2027-02-23 Common Shares 10000 10000 D Performance Share Units 2023-02-23 2023-02-23 Common Shares 89547.9888 89547.9888 D Restricted Share Units Common Shares 1075.1102 1075.1102 D Option (right to buy) 64.75 2024-02-22 2029-02-21 Common Shares 40000 40000 D Restricted Share Units Common Shares 4981.2695 4981.2695 D Option (right to buy) 66.31 2025-02-21 2030-02-20 Common Shares 25000 25000 D Restricted Share Units Common Shares 3505.7804 3505.7804 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 26069.1583 26069.1583 D Restricted Share Units 2021-02-19 4 A 0 9900 0.00 A Common Shares 9900 9900 D Restricted Share Units 2021-02-19 4 A 0 7148 0.00 A Common Shares 7148 7148 D Performance Share Units 2021-02-19 4 A 0 20100 0.00 A 2024-02-19 2024-02-19 Common Shares 20100 20100 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. Each restricted share unit represents a contingent right to receive one common share. These restricted share units vest on December 31, 2021. Includes 144.6343 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 ("2018 PBRSUs") granted to the Reporting Person. The 2018 PBRSUs had a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest on February 23, 2023, which is the fifth anniversary of the grant date. Includes 8,729.4691 dividend equivalent rights that accrued on the 2018 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2018 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 PBRSUs to which they relate. These restricted share units vest on December 31, 2022. Includes 105.1102 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, 2023. Includes 343.2695 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 143.7804 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 ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs will have a performance period ending December 31, 2021 and to the extent earned will vest on February 21, 2025, 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 1,069.1583 dividend equivalent rights that accrued on the 2020 PBRSUs, which rights accrue when and as dividends are paid on the common shares underlying the 2020 PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2020 PBRSUs to which they relate. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022 and December 31, 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. President, Burger King North America /s/ Michele Keusch, as Attorney-in-Fact for Christopher L. Finazzo 2021-02-23