Form SCHEDULE 13D/A Restaurant Brands Intern Filed by: Pershing Square Capital Management, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Restaurant Brands International Inc. (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
(CUSIP Number) |
Halit Coussin Pershing Square Capital Management, L.P., 787 Eleventh Avenue, 9th Floor New York, NY, 10019 (212) 813-3700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Pershing Square Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,623,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership ("Exchangeable Units") beneficially owned by this Reporting Person.
Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 23, 2026 (the "2026 Proxy Statement"), plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Pershing Square Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,623,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons.
Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Pershing Square Partner Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,623,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons.
Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Pershing Square Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,623,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons.
Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
William A. Ackman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,623,938.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons.
Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value | |
| (b) | Name of Issuer:
Restaurant Brands International Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5707 WATERFORD DISTRICT DRIVE, MIAMI,
FLORIDA
, 33126. | |
Item 1 Comment:
This amendment No. 4 ("Amendment No. 4") to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) relating to the common shares, no par value (the "Common Stock"), of Restaurant Brands International Inc., a corporation continued under the laws of Canada, in connection with the sale of certain shares of Common Stock by the Reporting Persons on April 27, 2026 (the "Share Transactions") and the Reorganization (as defined below).
This Amendment No. 4 modifies the original Schedule 13D filed on May 4, 2020 (as amended and supplemented prior to the filing of this Amendment No. 4, the "Schedule 13D") by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership, (ii) PS Management GP, LLC, a Delaware limited liability company, and (iii) William A. Ackman, a citizen of the United States.
Following the completion of a reorganization of Pershing Square's ownership structure on April 28, 2026 (the "Reorganization"), subsequent to the Share Transactions, (i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), (ii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc."), (iii) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"), (iv) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo") and (v) William A. Ackman may, as of April 28, 2026, be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 22,623,938 shares of Common Stock (the "Subject Shares"), which number includes: (i) 22,266,097 shares of Common Stock, and (ii) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (the "Exchangeable Units"), as further detailed in the footnotes on the cover pages, and, therefore, may be deemed to be beneficial owners of the Subject Shares and are thus included as Reporting Persons.
This Amendment No. 4 is being filed to update the names of the Reporting Persons after giving effect to the Reorganization, the redomestication of PS Inc. as a Nevada corporation and to update the ownership interests in the Subject Shares following the Share Transactions.
Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby replaced with the following information:
"This statement is being filed by:
(i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM");
(ii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc.");
(iii) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group");
(iv) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo"); and
(v) William A. Ackman, a citizen of the United States of America (together with PSCM, PS Inc., PS Partner Group and ManagementCo, the "Reporting Persons")." | |
| (b) | Item 2(b) of the Schedule 13D is hereby replaced with the following information:
"The address of the principal business and principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019." | |
| (c) | Item 2(c) of the Schedule 13D is hereby replaced with the following information:
"PSCM's principal business is to serve 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 ("PS International"), PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo") and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP, PS International and RedemptionCo, the "Pershing Square Affiliated Funds"). RedemptionCo is a limited purpose entity formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP.
PS Inc.'s principal business is primarily to serve as a holding company for the business of PSCM. The name, business address, present principal occupation and citizenship of each executive officer and director of PS Inc. as of April 29, 2026 is set forth in Exhibit 99.8 attached hereto and is incorporated herein by reference.
PS Partner Group's principal business is primarily to hold shares of common stock of PS Inc.
ManagementCo's principal business is to hold voting interests in PS Inc. and act as the managing member of PS Partner Group. The name, business address, present principal occupation and citizenship of each member of ManagementCo as of April 29, 2026 is set forth in Exhibit 99.9 attached hereto and is incorporated herein by reference.
The principal occupation of William A. Ackman is to serve as (i) the Chief Executive Officer of PSCM and (ii) the Chief Executive Officer and Chairman of the Board of PS Inc. | |
| (d) | Item 2(d) of the Schedule 13D is hereby replaced with the following information:
"During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.8 or 99.9 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws." | |
| (e) | Item 2(e) of the Schedule 13D is hereby replaced with the following information:
"During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.8 or 99.9 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws." | |
| (f) | The information set forth in Item 2(a) is incorporated into this Item 2(f) by reference. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby replaced with the following information:
"The Reporting Persons beneficially own, in the aggregate, 22,623,938 shares of Common Stock (the "Subject Shares"), which number includes: (i) 22,266,097 shares of Common Stock, and (ii) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (the "Exchangeable Units").
The Subject Shares represent approximately 6.5% of the outstanding shares of Common Stock based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons." | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented with the following information:
"After giving effect to the Share Transactions and the Reorganization, PSCM, as the investment adviser to the Pershing Square Affiliated Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the parent company of PSCM, PS Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As a significant shareholder of PS Inc., PS Partner Group may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the holder of majority voting power of PS Inc. and the managing member of PS Partner Group, ManagementCo may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As (i) the Chief Executive Officer of PSCM, (ii) the Chief Executive Officer and Chairman of the Board of PS Inc. and (iii) a member of ManagementCo, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.
As of the date of the Share Transactions, the members of ManagementCo beneficially owned the following shares of Common Stock: (i) Halit Coussin beneficially owned 113 shares of Common Stock, (ii) Michael Gonnella beneficially owned 1,570 shares of Common Stock, (iii) Ben Hakim beneficially owned 142 shares of Common Stock, (iv) Ryan Israel beneficially owned 5,428 shares of Common Stock and (v) Anthony Massaro beneficially owned 737 shares of Common Stock, representing, in the case of each of (i) through (v), less than 0.01% of the outstanding shares of Common Stock, based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons." | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:
"(c) Exhibit 99.7, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons on their own behalf or for the benefit of the Pershing Square Affiliated Funds. Except as set forth in Exhibit 99.7 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days." | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:
Exhibit 99.7 Trading Data
Exhibit 99.8 Schedule of Executive Officers and Directors of Pershing Square Inc. as of April 29, 2026
Exhibit 99.9 Schedule of Members of Pershing Square Management, LLC as of April 29, 2026
Exhibit 99.10 Joint Filing Agreement, dated as of April 29, 2026, among PSCM, PS Inc., PS Partner Group, ManagementCo and William A. Ackman. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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