Restaurant Brands International announces secondary stock offering

Restaurant Brands International Inc. (TSX: OSR) (NYSE: QSR) announced that a secondary offering of up to 17.6 million common shares by HL1 17 LP, an affiliate of 3G Capital Partners Ltd., has been priced.

The shares are part of an exchange where the selling shareholder will convert 17.6 million Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership into common shares of RBI.

HL1 17 LP entered into a forward sale agreement with BofA Securities for the shares. Under this arrangement, BofA Securities or its affiliates will borrow and sell 9.8 million shares through the offering, with an additional 7.8 million shares available for sale to interested current investors.

The selling shareholder will physically settle the forward sale agreement by delivering the shares sold in the offering to BofA Securities. The shareholder will receive the public offering price in cash, minus underwriting fees and commissions. Settlement is expected to occur on or before December 3, 2025.

Restaurant Brands International will not sell any shares in the offering and will not receive proceeds from the sale. The total number of exchangeable units and common shares will remain unchanged after the transactions.

BofA Securities serves as the sole book-running manager for the offering. The shares may be sold on the New York Stock Exchange, in over-the-counter markets, or through negotiated transactions. The offering is expected to close on November 17, 2025, subject to standard closing conditions.

Restaurant Brands International operates Tim Hortons, Burger King, Popeyes, and Firehouse Subs, with over 32,000 restaurants across more than 120 countries and territories. The company reports over $45 billion in annual system-wide sales.

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