株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
☒
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-36786
 
 RESTAURANT BRANDS INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)


Canada 98-1202754
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5707 Blue Lagoon Drive
Miami, Florida United States 33126
(Address of Principal Executive Offices and Zip Code)
(305) 378-3000
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class   Trading Symbols Name of each exchange on which registered
Common Shares, without par value   QSR New York Stock Exchange
  Toronto Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
Emerging growth company
 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
As of July 31, 2025, there were 327,801,863 common shares of the Registrant outstanding. In addition, as of July 31, 2025, there were 126,983,115 Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership which are exchangeable, on a one for one basis, into common shares of the Registrant.


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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 
    Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 5.
Item 6.
3
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PART I — Financial Information
Item 1. Financial Statements
RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In millions of U.S. dollars, except share data, Unaudited)
  As of
June 30,
2025		 December 31,
2024
ASSETS
Current assets:
Cash and cash equivalents $ 1,026  $ 1,334 
Accounts and notes receivable, net of allowance of $58 and $57, respectively
 778  698 
Inventories, net 167  142 
Prepaids and other current assets 195  108 
Assets held for sale - discontinued operations 622  — 
Total current assets 2,788  2,282 
Property and equipment, net of accumulated depreciation and amortization of $1,188 and $1,087, respectively
 2,243  2,236 
Operating lease assets, net 1,909  1,852 
Intangible assets, net 11,279  10,922 
Goodwill 6,301  5,986 
Other assets, net 1,168  1,354 
Total assets $ 25,688  $ 24,632 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable $ 763  $ 765 
Other accrued liabilities 1,135  1,141 
Gift card liability 189  236 
Current portion of long-term debt and finance leases 221  222 
Liabilities held for sale - discontinued operations 446  — 
Total current liabilities 2,754  2,364 
Long-term debt, net of current portion 13,428  13,455 
Finance leases, net of current portion 282  286 
Operating lease liabilities, net of current portion 1,835  1,770 
Other liabilities, net 1,094  706 
Deferred income taxes, net 1,205  1,208 
Total liabilities 20,598  19,789 
Shareholders’ equity:
Common shares, no par value; Unlimited shares authorized at June 30, 2025 and December 31, 2024; 327,777,360 shares issued and outstanding at June 30, 2025; 324,426,589 shares issued and outstanding at December 31, 2024
 2,469  2,357 
Retained earnings 1,794  1,860 
Accumulated other comprehensive income (loss) (946) (1,107)
Total Restaurant Brands International Inc. shareholders’ equity 3,317  3,110 
Noncontrolling interests 1,773  1,733 
Total shareholders’ equity 5,090  4,843 
Total liabilities and shareholders’ equity $ 25,688  $ 24,632 
See accompanying notes to condensed consolidated financial statements.
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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In millions of U.S. dollars, except per share data, Unaudited)

Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Revenues:
Supply chain sales $ 732  $ 682  $ 1,343  $ 1,309 
Company restaurant sales 600  347  1,158  449 
Franchise and property revenues 760  747  1,423  1,459 
Advertising revenues and other services 318  304  595  602 
Total revenues 2,410  2,080  4,519  3,819 
Operating costs and expenses:
Supply chain cost of sales 589  540  1,085  1,057 
Company restaurant expenses 498  286  966  375 
Franchise and property expenses 144  134  274  260 
Advertising expenses and other services 364  334  675  645 
General and administrative expenses 188  185  379  358 
(Income) loss from equity method investments (5) (69) (10) (72)
Other operating expenses (income), net 149  7  232  (11)
Total operating costs and expenses 1,927  1,417  3,601  2,612 
Income from operations 483  663  918  1,207 
Interest expense, net 132  147  262  295 
Loss on early extinguishment of debt —  32  —  32 
Income from continuing operations before income taxes 351  484  656  880 
Income tax expense from continuing operations 87  85  169  153 
Net income from continuing operations 264  399  487  727 
Net loss from discontinued operations (net of tax of $0 and $0)
 1  —  3  — 
Net income 263  399  484  727 
Net income attributable to noncontrolling interests (Note 13) 74  119  136  217 
Net income attributable to common shareholders $ 189  $ 280  $ 348  $ 510 
Earnings per common share
Basic net income per share from continuing operations $ 0.58  $ 0.89  $ 1.07  $ 1.62 
Basic net loss per share from discontinued operations $ (0.00) $ —  $ (0.01) $ — 
Basic net income per share $ 0.58  $ 0.89  $ 1.07  $ 1.62 
Diluted net income per share from continuing operations $ 0.58  $ 0.88  $ 1.07  $ 1.60 
Diluted net loss per share from discontinued operations $ (0.00) $ —  $ (0.01) $ — 
Diluted net income per share $ 0.57  $ 0.88  $ 1.06  $ 1.60 
Weighted average shares outstanding (in millions):
Basic 328  317  327  316 
Diluted 457  453  456  453 
See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions of U.S. dollars, Unaudited)

Three Months Ended
June 30,		 Six Months Ended
June 30,
  2025 2024 2025 2024
Net income $ 263  $ 399  $ 484  $ 727 
Foreign currency translation adjustment 696  (107) 798  (347)
Net change in fair value of net investment hedges, net of tax of $3, $3, $(9) and $6
 (417) 26  (492) 160 
Net change in fair value of cash flow hedges, net of tax of $4, $(10), $15 and $(36)
 (11) 27  (41) 96 
Amounts reclassified to earnings of cash flow hedges, net of tax of $7, $10, $15 and $18
 (21) (27) (42) (49)
Gain (loss) recognized on other, net of tax of $0, $0, $0 and $0
 2  —  1  — 
Other comprehensive income (loss) 249  (81) 224  (140)
Comprehensive income (loss) 512  318  708  587 
Comprehensive income (loss) attributable to noncontrolling interests 144  95  199  175 
Comprehensive income (loss) attributable to common shareholders $ 368  $ 223  $ 509  $ 412 
    
See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity
(In millions of U.S. dollars, except shares and per share data, Unaudited)

  Issued Common Shares Retained
Earnings		 Accumulated
Other
Comprehensive
Income (Loss)		 Noncontrolling
Interests		 Total
  Shares Amount
Balances at December 31, 2024 324,426,589  $ 2,357  $ 1,860  $ (1,107) $ 1,733  $ 4,843 
Stock option exercises 221,007  13  —  —  —  13 
Share-based compensation —  44  —  —  —  44 
Issuance of shares 2,926,103  10  —  —  —  10 
Dividends declared ($0.62 per share)
 —  —  (203) —  —  (203)
Dividend equivalents declared on restricted stock units —  5  (5) —  —  — 
Distributions declared by Partnership on Partnership exchangeable units ($0.62 per unit)
 —  —  —  —  (79) (79)
Exchange of Partnership exchangeable units for RBI common shares 55,462  1  —  —  (1) — 
Net income —  —  159  —  62  221 
Other comprehensive income (loss) —  —  —  (18) (7) (25)
Balances at March 31, 2025 327,629,161  $ 2,430  $ 1,811  $ (1,125) $ 1,708  $ 4,824 
Stock option exercises 144,700  7  —  —  —  7 
Share-based compensation —  29  —  —  —  29 
Issuance of shares 3,499  —  —  —  —  — 
Dividends declared ($0.62 per share)
 —  —  (203) —  —  (203)
Dividend equivalents declared on restricted stock units —  3  (3) —  —  — 
Distributions declared by Partnership on Partnership exchangeable units ($0.62 per unit)
 —  —  —  —  (79) (79)
Net income —  —  189  —  74  263 
Other comprehensive income (loss) —  —  —  179  70  249 
Balances at June 30, 2025 327,777,360  $ 2,469  $ 1,794  $ (946) $ 1,773  $ 5,090 
See accompanying notes to condensed consolidated financial statements.



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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Shareholders’ Equity
(In millions of U.S. dollars, except shares and per share data, Unaudited)

Issued Common Shares Retained
Earnings		 Accumulated
Other
Comprehensive
Income (Loss)		 Noncontrolling
Interests		 Total
Shares Amount
Balances at December 31, 2023 312,454,851  $ 1,973  $ 1,599  $ (706) $ 1,864  $ 4,730 
Stock option exercises 721,052  39  —  —  —  39 
Share-based compensation —  42  —  —  —  42 
Issuance of shares 3,204,316  17  —  —  —  17 
Dividends declared ($0.58 per share)
 —  —  (184) —  —  (184)
Dividend equivalents declared on restricted stock units —  5  (5) —  —  — 
Distributions declared by Partnership on Partnership exchangeable units ($0.58 per unit)
 —  —  —  —  (77) (77)
Exchange of Partnership exchangeable units for RBI common shares 2,220  —  —  —  —  — 
Noncontrolling interest distributions —  —  —  —  (1) (1)
Net income —  —  230  —  98  328 
Other comprehensive income (loss) —  —  —  (41) (18) (59)
Balances at March 31, 2024 316,382,439  $ 2,076  $ 1,640  $ (747) $ 1,866  $ 4,835 
Stock option exercises 464,725  21  —  —  —  21 
Share-based compensation —  38  —  —  —  38 
Issuance of shares 36,411  1  —  —  —  1 
Dividends declared ($0.58 per share)
 —  —  (184) —  —  (184)
Dividend equivalents declared on restricted stock units —  2  (2) —  —  — 
Distributions declared by Partnership on Partnership exchangeable units ($0.58 per unit)
 —  —  —  —  (78) (78)
Exchange of Partnership exchangeable units for RBI common shares 14,400  —  —  —  —  — 
Net income —  —  280  —  119  399 
Other comprehensive income (loss) —  —  —  (57) (24) (81)
Balances at June 30, 2024 316,897,975  $ 2,138  $ 1,734  $ (804) $ 1,883  $ 4,951 
See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In millions of U.S. dollars, Unaudited)
  Six Months Ended June 30,
2025 2024
Cash flows from operating activities:
Net income $ 484  $ 727 
Net loss from discontinued operations 3  — 
Net income from continuing operations 487  727 
Depreciation and amortization 148  108 
Non-cash loss on early extinguishment of debt —  22 
Amortization of deferred financing costs and debt issuance discount 13  12 
(Income) loss from equity method investments (10) (72)
(Gain) loss on remeasurement of foreign denominated transactions 207  (29)
Net (gains) losses on derivatives (102) (91)
Share-based compensation and non-cash incentive compensation expense 81  87 
Deferred income taxes 8  10 
Other non-cash adjustments, net 31  5 
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable (72) 9 
Inventories and prepaids and other current assets (30) 14 
Accounts and drafts payable (6) (70)
Other accrued liabilities and gift card liability (155) (210)
Tenant inducements paid to franchisees (14) (11)
Changes in other long-term assets and liabilities (19) (29)
Net cash provided by operating activities from continuing operations 567  482 
Cash flows from investing activities:
Payments for additions of property and equipment (102) (69)
Net proceeds from disposal of assets, restaurant closures, and refranchisings 12  7 
Net payments for acquisition of franchised restaurants, net of cash acquired (152) (531)
Settlement/sale of derivatives, net 40  35 
Other investing activities, net —  (1)
Net cash used for investing activities from continuing operations (202) (559)
Cash flows from financing activities:
Proceeds from long-term debt —  1,950 
Repayments of long-term debt and finance leases (66) (1,639)
Payment of financing costs —  (32)
Payment of common share dividends and Partnership exchangeable unit distributions (544) (506)
Proceeds from stock option exercises 20  60 
Proceeds from derivatives 34  57 
Other financing activities, net 1  (2)
Net cash used for financing activities from continuing operations (555) (112)
Net cash used for discontinued operations (85) — 
Effect of exchange rates on cash and cash equivalents 19  (8)
Decrease in cash and cash equivalents, including cash classified as assets held for sale - discontinued operations (256) (197)
Increase in cash classified as assets held for sale - discontinued operations (52) — 
Decrease in cash and cash equivalents (308) (197)
Cash and cash equivalents at beginning of period 1,334  1,139 
Cash and cash equivalents at end of period $ 1,026  $ 942 
Supplemental cash flow disclosures:
Interest paid $ 360  $ 390 
Income taxes paid $ 285  $ 186 
Accruals for additions of property and equipment $ 22  $ — 
See accompanying notes to condensed consolidated financial statements.
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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business and Organization
Restaurant Brands International Inc. (the “Company”, “RBI”, “we”, “us” or “our”) is a Canadian corporation that serves as the sole general partner of Restaurant Brands International Limited Partnership (“Partnership”). We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons”), fast food hamburgers principally under the Burger King® brand (“Burger King”), chicken under the Popeyes® brand (“Popeyes”) and sandwiches under the Firehouse Subs® brand (“Firehouse”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of June 30, 2025, we franchised or owned 6,075 Tim Hortons restaurants, 19,666 Burger King restaurants, 5,086 Popeyes restaurants and 1,402 Firehouse Subs restaurants, for a total of 32,229 restaurants, and operate in more than 120 countries and territories. As of June 30, 2025, over 90% of current system-wide restaurants are franchised.
All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated.
Basis of Presentation and Consolidation
We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 21, 2025.
The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest. Investments in other affiliates that are owned 50% or less where we have significant influence are accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation.
We are the sole general partner of Partnership and, as such we have the 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, subject to the terms of the amended and restated limited partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our condensed consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.
In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year.
The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
The carrying amounts for cash and cash equivalents, accounts and notes receivable and accounts and drafts payable approximate fair value based on the short-term nature of these accounts.
Certain prior year amounts in the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements have been reclassified in order to be comparable with the current year classifications. These reclassifications did not arise as a result of any changes to accounting policies and relate entirely to presentation, with no effect on previously reported net income.
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New Accounting Pronouncements
Improvements to Income Tax Disclosures – In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that expands income tax disclosures for public entities, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance should be applied on a prospective basis, with retrospective application to all prior periods presented in the financial statements permitted. We are currently evaluating the impact this new guidance will have on our disclosures upon adoption and expect to provide additional detail and disclosures under this new guidance.
Disaggregation of Income Statement Expenses – In November 2024, the FASB issued guidance that requires disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2026, and subsequent interim periods with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the impact this new guidance will have on our disclosures upon adoption and expect to provide additional detail and disclosures under this new guidance.
Note 2. Earnings (Loss) per Share
An economic interest in Partnership common equity is held by the holders of Class B exchangeable limited partnership units (the “Partnership exchangeable units”), which is reflected as a noncontrolling interest in our equity. See Note 13, Shareholders’ Equity.
Basic and diluted earnings (loss) per share are computed using the weighted average number of shares outstanding for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by outstanding equity awards, unless the effect of their inclusion is anti-dilutive. The diluted earnings (loss) per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings (loss) allocated to the holders of noncontrolling interests.
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The following table summarizes the basic and diluted earnings per share calculations (in millions, except per share amounts):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Numerator:
Net income from continuing operations attributable to common shareholders - basic $ 190  $ 280  $ 350  $ 510 
Add: Net income from continuing operations attributable to noncontrolling interests 74  119  137  216 
Net income from continuing operations available to common shareholders and noncontrolling interests - diluted $ 264  $ 399  $ 487  $ 726 
Net loss from discontinued operations $ 1  $ —  $ 3  $ — 
Net income attributable to common shareholders - basic $ 189  $ 280  $ 348  $ 510 
Add: Net income attributable to noncontrolling interests 74  119  136  216 
Net income available to common shareholders and noncontrolling interests - diluted $ 263  $ 399  $ 484  $ 726 
Denominator:
Weighted average common shares - basic 328  317  327  316 
Exchange of noncontrolling interests for common shares (Note 13) 127  134  127  134 
Effect of other dilutive securities 2  2  2  3 
Weighted average common shares - diluted 457  453  456  453 
Basic net income per share from continuing operations (a) $ 0.58  $ 0.89  $ 1.07  $ 1.62 
Basic net loss per share from discontinued operations (a) $ (0.00) $ —  $ (0.01) $ — 
Basic net income per share (a) $ 0.58  $ 0.89  $ 1.07  $ 1.62 
Diluted net income per share from continuing operations (a) $ 0.58  $ 0.88  $ 1.07  $ 1.60 
Diluted net loss per share from discontinued operations (a) $ (0.00) $ —  $ (0.01) $ — 
Diluted net income per share (a) $ 0.57  $ 0.88  $ 1.06  $ 1.60 
Anti-dilutive securities outstanding 5  5  5  5 
(a) Earnings (loss) per share may not recalculate exactly as it is calculated based on unrounded numbers.
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Note 3. Revenue Recognition
Contract Liabilities
Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities on a consolidated basis between December 31, 2024 and June 30, 2025 (in millions):
Contract Liabilities
Balance at December 31, 2024 $ 517 
Recognized during period and included in the contract liability balance at the beginning of the year (29)
Increase, excluding amounts recognized as revenue during the period 21 
Effective settlement of pre-existing contract liabilities in connection with BK China Acquisition (Note 6) (17)
Impact of foreign currency translation 22 
Balance at June 30, 2025 $ 514 
The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of June 30, 2025 (in millions):
Contract liabilities expected to be recognized in
Remainder of 2025 $ 27 
2026 52 
2027 49 
2028 46 
2029 43 
Thereafter 297 
Total $ 514 
Disaggregation of Total Revenues
Refer to Note 5, Segment Reporting, for definition of our segments. The following tables disaggregate revenue by segment (in millions). Totals in the following tables may not calculate exactly due to rounding.
Three Months Ended June 30, 2025
TH BK PLK FHS INTL RH ELIM (a) Total
Supply chain sales $ 732  $ —  $ —  $ —  $ —  $ —  $ —  $ 732 
Company restaurant sales 12  61  46  11  —  469  —  600 
Royalties 89  124  76  19  213  —  (21) 500 
Property revenues 166  55  4  —  —  —  (6) 219 
Franchise fees and other revenue 7  3  7  9  15  —  —  41 
Advertising revenues and other services 78  144  77  20  21  —  (22) 318 
Total revenues $ 1,083  $ 388  $ 210  $ 59  $ 250  $ 469  $ (49) $ 2,410 
(a)Represents elimination of intersegment revenues that consists of royalties, property and advertising and other services revenue recognized by BK and INTL from intersegment transactions with RH.

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Six Months Ended June 30, 2025
TH BK PLK FHS INTL RH ELIM (a) Total
Supply chain sales $ 1,343  $ —  $ —  $ —  $ —  $ —  $ —  $ 1,343 
Company restaurant sales 22  121  93  22  —  901  —  1,158 
Royalties 162  238  148  37  400  —  (40) 945 
Property revenues 303  107  7  —  1  —  (15) 404 
Franchise fees and other revenue 15  5  9  17  27  —  —  74 
Advertising revenues and other services 142  273  147  36  40  —  (42) 595 
Total revenues $ 1,987  $ 744  $ 404  $ 113  $ 468  $ 901  $ (97) $ 4,519 

Three Months Ended June 30, 2024
TH BK PLK FHS INTL RH ELIM (a) Total
Supply chain sales $ 682  $ —  $ —  $ —  $ —  $ —  $ —  $ 682 
Company restaurant sales 11  63  33  10  —  230  —  347 
Royalties 86  122  76  19  200  —  (10) 493 
Property revenues 160  52  4  —  1  —  (4) 213 
Franchise fees and other revenue 13  3  5  8  12  —  —  41 
Advertising revenues and other services 78  124  76  16  20  —  (10) 304 
Total revenues $ 1,030  $ 364  $ 194  $ 53  $ 233  $ 230  $ (24) $ 2,080 

Six Months Ended June 30, 2024
TH BK PLK FHS INTL RH ELIM (a) Total
Supply chain sales $ 1,309  $ —  $ —  $ —  $ —  $ —  $ —  $ 1,309 
Company restaurant sales 22  121  56  20  —  230  —  449 
Royalties 163  238  151  36  388  —  (10) 966 
Property revenues 307  108  7  —  1  —  (4) 419 
Franchise fees and other revenue 20  6  7  16  25  —  —  74 
Advertising revenues and other services 148  241  151  31  41  —  (10) 602 
Total revenues $ 1,969  $ 714  $ 372  $ 103  $ 455  $ 230  $ (24) $ 3,819 
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Note 4. Leases
Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Lease income - operating leases
Minimum lease payments $ 90  $ 92  $ 177  $ 186 
Variable lease payments 127  119  224  230 
Amortization of favorable and unfavorable income lease contracts, net 1  1  1  1 
Subtotal - lease income from operating leases 218  212  402  417 
Earned income on direct financing and sales-type leases 1  1  2  2 
Total property revenues $ 219  $ 213  $ 404  $ 419 
Note 5. Segment Reporting
As stated in Note 1, Description of Business and Organization, we manage four brands: Tim Hortons, Burger King, Popeyes and Firehouse Subs.
Our management structure and information regularly reviewed by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reflects five operating and reportable segments that reflect our franchisor operations consistent with how the business will be managed long-term. Additionally, following the Carrols Acquisition (see Note 7, Carrols Acquisition) and PLK China Acquisition (see note 8, Equity Method Investments) in the second quarter of 2024, we established a sixth operating and reportable segment, which includes results from the Burger King restaurants acquired as part of the Carrols Acquisition, the PLK China restaurants and the results from Firehouse Subs Brazil (“FHS Brazil”) beginning in 2025, to reflect the manner in which our CODM manages and assesses performance of these acquired businesses. As a result, we are reporting results under six operating and reportable segments consisting of the following:
1.Tim Hortons – operations of our Tim Hortons brand in Canada and the U.S. (“TH”);
2.Burger King – operations of our Burger King brand in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of the Carrols Acquisition, included in our RH segment (defined below) (“BK”);
3.Popeyes Louisiana Kitchen – operations of our Popeyes brand in the U.S. and Canada (“PLK”);
4.Firehouse Subs – operations of our Firehouse Subs brand in the U.S. and Canada (“FHS”);
5.International – operations of each of our brands outside the U.S. and Canada, excluding results of PLK China and FHS Brazil restaurants included in our RH segment and, commencing in the first quarter of 2025, results of restaurants acquired in connection with the BK China Acquisition which are included in net loss from discontinued operations (“INTL”); and
6.Restaurant Holdings – operations of Burger King restaurants acquired as part of the Carrols Acquisition and the operations of PLK China and FHS Brazil restaurants (“RH”).
Our measure of segment income is Adjusted Operating Income. Our chief operating decision maker uses Adjusted Operating Income (i) in the budgeting process and in periodic reviews of segment performance by comparing variances in actual segment income results to budget and (ii) during the annual budgeting process to make capital allocation decisions, including allocating resources to segments.
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Adjusted Operating Income 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, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses incurred in connection with the Carrols Acquisition, the PLK China Acquisition, and the BK China Acquisition consisting primarily of professional fees, compensation-related expenses, and integration costs (“RH and BK China Transaction costs”); and (ii) 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”).
The following tables present total segment revenues, significant segment expenses that are regularly reviewed by the CODM to manage and assess segment performance and segment income, as well as depreciation and amortization, (income) loss from equity method investments, and capital expenditures by segment (in millions). For the periods referenced, segment franchise and property expenses (“Segment F&P expenses”) for each segment exclude franchise agreement and reacquired franchise rights amortization and Segment G&A for each segment excludes RH and BK China Transaction costs, and Corporate restructuring and advisory fees. For segment reporting purposes, capital expenditures include payments for additions of property and equipment during the period, as well as the change in accruals for additions of property and equipment since the prior period. Totals in the following tables may not calculate exactly due to rounding.
Three Months Ended June 30, 2025
TH BK PLK FHS INTL RH ELIM Total
Revenues from external customers $ 1,083  $ 338  $ 210  $ 59  $ 250  $ 469  $ —  $ 2,410 
Intersegment revenues (a) —  49  —  —  —  —  (49) — 
Total revenues $ 1,083  $ 388  $ 210  $ 59  $ 250  $ 469  $ (49) $ 2,410 
Operating costs and expenses:
Supply chain cost of sales 589  —  —  —  —  —  —  589 
Company restaurant expenses (b) 10  57  40  9  —  406  (23) 498 
Segment F&P expenses 83  33  6  2  9  —  (4) 128 
Advertising expenses and other services 93  147  80  20  23  24  (22) 364 
Segment G&A 34  31  19  13  47  23  —  166 
Adjustments:
Cash distributions received from equity method investments 4  —  —  —  —  —  —  4 
Adjusted Operating Income 278  121  66  15  172  16  —  668 
Additional segment information:
Depreciation and amortization 28  13  4  1  7  24  —  77 
(Income) loss from equity method investments (4) —  —  —  (1) —  —  (5)
Capital expenditures 9  6  2  1  4  21  —  42 
(a)Consists of BK and INTL royalties, property revenues, advertising contribution revenues and tech fees from intersegment transactions with RH.
(b)The components of Company restaurant expenses for our RH segment are included below.

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Six Months Ended June 30, 2025
TH BK PLK FHS INTL RH ELIM Total
Revenues from external customers $ 1,987  $ 647  $ 404  $ 113  $ 468  $ 901  $ —  $ 4,519 
Intersegment revenues (a) —  97  —  —  —  —  (97) — 
Total revenues $ 1,987  $ 744  $ 404  $ 113  $ 468  $ 901  $ (97) $ 4,519 
Operating costs and expenses:
Supply chain cost of sales 1,085  —  —  —  —  —  —  1,085 
Company restaurant expenses (b) 19  111  79  19  —  785  (47) 966 
Segment F&P expenses 161  64  8  3  14  —  (8) 242 
Advertising expenses and other services 159  278  152  38  45  45  (42) 675 
Segment G&A 71  67  40  27  98  48  —  351 
Adjustments:
Cash distributions received from equity method investments 7  —  —  —  —  —  —  7 
Adjusted Operating Income 499  224  126  26  310  23  —  1,208 
Additional segment information:
Depreciation and amortization 55  26  7  3  14  44  —  148 
(Income) loss from equity method investments (7) —  —  —  (3) —  —  (10)
Capital expenditures 13  11  3  2  6  37  —  73 

Three Months Ended June 30, 2024
TH BK PLK FHS INTL RH ELIM Total
Total revenues $ 1,030  $ 340  $ 194  $ 53  $ 233  $ 230  $ —  $ 2,080 
Intersegment revenues (a) —  24  —  —  —  —  (24) — 
Total revenues $ 1,030  $ 364  $ 194  $ 53  $ 233  $ 230  $ (24) $ 2,080 
Operating costs and expenses:
Supply chain cost of sales 540  —  —  —  —  —  —  540 
Company restaurant expenses (b) 10  57  29  9  —  194  (13) 286 
Segment F&P expenses 91  26  5  1  —  —  (2) 122 
Advertising expenses and other services 87  131  78  17  22  10  (10) 334 
Segment G&A 38  36  21  14  49  12  —  170 
Adjustments:
Cash distributions received from equity method investments 4  —  —  —  —  —  —  4 
Adjusted Operating Income 269  114  62  13  160  14  —  632 
Additional segment information:
Depreciation and amortization 28  12  3  1  7  9  —  59 
(Income) loss from equity method investments (4) (77) —  —  12  —  —  (69)
Capital expenditures 11  17  6  1  3  7  —  44 
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Six Months Ended June 30, 2024
TH BK PLK FHS INTL RH ELIM Total
Total revenues $ 1,969  $ 690  $ 372  $ 103  $ 455  $ 230  $ —  $ 3,819 
Intersegment revenues (a) 24  (24) — 
Total revenues $ 1,969  $ 714  $ 372  $ 103  $ 455  $ 230  $ (24) $ 3,819 
Operating costs and expenses:
Supply chain cost of sales 1,057  —  —  —  —  —  —  1,057 
Company restaurant expenses (b) 19  110  48  18  —  194  (13) 375 
Segment F&P expenses 171  57  6  3  5  —  (2) 240 
Advertising expenses and other services 157  256  154  32  45  10  (10) 645 
Segment G&A 80  72  43  28  102  12  —  337 
Adjustments:
Cash distributions received from equity method investments 7  —  —  —  —  —  —  7 
Adjusted Operating Income 493  220  120  23  302  14  —  1,172 
Additional segment information:
Depreciation and amortization 55  23  5  2  13  9  —  108 
(Income) loss from equity method investments (8) (77) —  —  14  —  —  (72)
Capital expenditures 18  30  7  2  5  7  —  69 
The following table presents the components of Company restaurant expenses for our RH segment (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Company restaurant expenses for RH segment
Food, beverage and packaging costs $ 134  $ 64  $ 255  $ 64 
Restaurant wages and related expenses 152  72  297  72 
Restaurant occupancy expense and other 120  59  233  59 
             Company restaurant expenses (RH segment) $ 406  $ 194  $ 785  $ 194 
The following tables present revenues by country (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Revenues by country (c):
     United States $ 1,165  $ 902  $ 2,238  $ 1,563 
     Canada 992  945  1,807  1,801 
     Other 253  233  474  455 
Total revenues $ 2,410  $ 2,080  $ 4,519  $ 3,819 
(c)Only the United States and Canada represented 10% or more of our total revenues in each period presented.
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Our CODM manages assets on a consolidated basis. Accordingly, segment assets are not reported to our CODM or used in his decisions to allocate resources or assess performance of the segments. Therefore, total segment assets and long-lived assets have not been disclosed.
Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. A reconciliation of segment income to net income from continuing operations consists of the following (in millions):

Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Segment income:
     TH $ 278  $ 269  $ 499  $ 493 
     BK 121  114  224  220 
     PLK 66  62  126  120 
     FHS 15  13  26  23 
INTL 172  160  310  302 
RH 16  14  23  14 
          Adjusted Operating Income 668  632  1,208  1,172 
Franchise agreement and reacquired franchise rights amortization 17  11  33  19 
RH and BK China Transaction costs 16  9  22  13 
Corporate restructuring and advisory fees 5  6  6  8 
Impact of equity method investments (a) (1) (64) (3) (64)
Other operating expenses (income), net 149  7  232  (11)
          Income from operations 483  663  918  1,207 
Interest expense, net 132  147  262  295 
Loss on early extinguishment of debt —  32  —  32 
Income tax expense from continuing operations 87  85  169  153 
          Net income from continuing operations $ 264  $ 399  $ 487  $ 727 
(a)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 Adjusted Operating Income, which is our measure of segment income.


Note 6. BK China
Prior to February 14, 2025, we owned an equity interest in Pangaea Foods (China) Holdings Ltd. (“BK China”), which we accounted for primarily as an equity method investment. On February 14, 2025, we acquired substantially all of the remaining equity interests of BK China for approximately $151 million in an all-cash transaction funded by cash on hand (the “BK China Acquisition”). We plan to hold our controlling interest in BK China temporarily and have been in discussions with several potential partners to acquire the controlling interest from us and inject primary capital into the business, which we expect to occur within twelve months of the BK China Acquisition. We determined the criteria for classification as held for sale were met on the acquisition date and presented the financial position and results of operations of BK China as discontinued operations in our condensed consolidated financial statements beginning on the date of acquisition on a one month lag with no material impact to consolidated results. Refer to the “Discontinued Operations” section within this footnote below for further details.
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The BK China Acquisition was accounted for as a step acquisition, which required remeasurement of our existing ownership interest in BK China to fair value. We utilized an income approach to determine the fair value of our existing equity interest. This resulted in an increase in the value of our existing equity interest and the recognition of a gain of $2 million (the “BK China Step Acquisition Gain”), which is included in (Income) loss from equity method investments in our condensed consolidated statement of operations for the six months ended June 30, 2025.
Purchase price consideration in connection with the BK China Acquisition totaled $149 million, consisting of the cash purchase price of $151 million plus the fair value of our existing interest of $11 million less the effective settlement of pre-existing balances with BK China related to franchise agreements prior to the date of acquisition of $13 million.
Our preliminary allocation of the purchase price to net assets acquired includes property, plant and equipment of $116 million, operating lease right of use assets of $160 million, goodwill of $308 million, outstanding current debt assumed of $178 million, operating lease liabilities of $157 million, and other net liabilities of $100 million. Goodwill is considered to represent the value associated with the workforce and benefits anticipated to be realized by our INTL segment for future restaurant growth. The preliminary fair value estimates are based on management’s analysis, including preliminary work performed by third-party valuation specialists. During the measurement period, we will continue to obtain information to assist in determining the fair value of the net assets acquired. During the six months ended June 30, 2025, we assigned $108 million of goodwill to a reporting unit in the INTL segment. Goodwill arising from the BK China Acquisition that was not assigned to a reporting unit in the INTL segment is part of the disposal group and classified as Assets held for sale – discontinued operations in our condensed consolidated balance sheet.
Supplemental pro forma net income from continuing operations, assuming the BK China Acquisition had occurred on January 1, 2024, would not differ materially from the results reported during the three and six months ended June 30, 2025 and 2024.
Discontinued Operations
Upon determining that a disposal group meets the criteria to be classified as held for sale, we measure it at the lower of its carrying value or fair value less costs to sell. Fair value less costs to sell is assessed each period the disposal group remains classified as held-for-sale, with any subsequent changes recognized as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale. No adjustments to the carrying value of BK China have been recognized as a result of this assessment.
Upon classification as held for sale, we cease depreciation and amortization of long-lived assets included in a disposal group, including operating lease right-of-use assets. Additionally, BK China ceased recognition of royalty expense and our INTL segment ceased recognition of revenue from BK China following the BK China Acquisition and presentation as discontinued operations.
The assets and liabilities of BK China are classified as Assets held for sale – discontinued operations and Liabilities held for sale – discontinued operations, respectively, in our condensed consolidated balance sheet. During the six months ended June 30, 2025, we provided $137 million of funding to BK China. Cash and cash equivalents for BK China was $58 million as of June 30, 2025, reflected in assets held for sale – discontinued operations.
Net cash provided by (used for) discontinued operations consists of the following (in millions):
Six Months Ended
June 30, 2025
Cash flows from discontinued operations:
Net cash used for operating activities from discontinued operations $ (53)
Net cash used for investing activities from discontinued operations (2)
Net cash used for financing activities from discontinued operations (30)
Net cash used for discontinued operations $ (85)

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Note 7. Carrols Acquisition
Prior to May 16, 2024, we owned a 15% equity interest in Carrols Restaurant Group, Inc. (“Carrols”), which was accounted for as an equity method investment. On May 16, 2024, we acquired the remaining 85% of Carrols issued and outstanding shares that were not already held by us or our affiliates for $9.55 per share in an all cash transaction (the “Carrols Acquisition”) in order to accelerate the reimaging of restaurants before refranchising the majority of the acquired portfolio to new or existing smaller franchise operations. The Carrols Acquisition was accounted for as a business combination by applying the acquisition method of accounting and Carrols became a consolidated subsidiary.
The acquisition of the 85% equity interest of Carrols was accounted for as a step acquisition, which required remeasurement of our existing 15% ownership interest in Carrols to fair value. We utilized the $9.55 per share acquisition price to determine the fair value of the existing equity interest. This resulted in an increase in the value of our existing 15% equity interest and the recognition of a gain of $79 million (the “Carrols Step Acquisition Gain”), which was recognized in (Income) loss from equity method investments in our condensed consolidated statements of operations during the second quarter of 2024.
Total cash paid in connection with the Carrols Acquisition was $543 million. Additionally, in connection with the Carrols Acquisition, we assumed approximately $431 million of outstanding debt, all of which was fully extinguished as of June 30, 2024. The cash purchase price and extinguishment of debt assumed in the Carrols Acquisition were funded with a combination of cash on hand and $750 million of incremental borrowings under our senior secured term loan facility.
The following table summarizes the purchase price consideration in connection with the Carrols Acquisition (in millions):
Total cash paid $ 543 
Effective settlement of pre-existing balance sheet accounts (a) 15 
Fair value of existing 15% equity interest
 90 
Total consideration $ 648 
(a)Effective settlement of pre-existing balances with Carrols related to franchise and lease agreements prior to the date of acquisition.
Fees and expenses related to the Carrols Acquisition and related financings totaled approximately $11 million during 2024, consisting of professional fees and compensation related expenses which are classified as general and administrative expenses in the accompanying condensed consolidated statements of operations (the “Carrols Acquisition Costs”).
During the three months ended March 31, 2025, we adjusted our preliminary estimate of the fair value of net assets acquired and finalized acquisition accounting for the Carrols Acquisition. The final allocation of consideration to the net tangible and intangible assets acquired is presented in the table below (in millions):
May 16, 2024
Total current assets $ 81 
Property and equipment 296 
Reacquired franchise rights 363 
Operating lease assets 705 
Other assets 24 
Accounts and drafts payable (13)
Other accrued liabilities (150)
Current portion of long-term debt and finance leases (434)
Finance leases, net of current portion (9)
Operating lease liabilities, net of current portion (684)
Other liabilities (10)
Total identifiable net assets 169 
Goodwill 479 
Total consideration $ 648 
The adjustments to the preliminary estimate of net assets acquired resulted in a $2 million decrease to the preliminary estimated goodwill, reflecting a $2 million increase in the estimated fair value of property and equipment.
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Reacquired franchise rights, which represent the fair value of reacquired franchise agreements determined using the excess earnings method, are amortized over the remaining term of the reacquired franchise agreement and have a weighted average remaining term of 12 years.
Goodwill is considered to represent the value associated with the workforce and synergies anticipated to be realized as a combined company, including synergies expected to benefit the BK segment as a result of accelerating remodels of Burger King restaurants acquired in the Carrols Acquisition. During the three months ended March 31, 2025, we assigned $362 million and $117 million of goodwill to reporting units in the RH and BK segments, respectively. None of the goodwill will be deductible for tax purposes.
Supplemental Pro Forma Information
The following table presents unaudited supplemental pro forma consolidated revenue for the three and six months ended June 30, 2024, as if the Carrols Acquisition had occurred on January 1, 2023 (in millions):
Three Months Ended June 30, 2024 Six Months Ended
June 30, 2024
Total revenues $ 2,291  $ 4,435 
The unaudited supplemental pro forma consolidated revenue gives effect to actual revenues prior to the Carrols Acquisition, adjusted to exclude the elimination of intercompany transactions. Other than the impact of the Step Acquisition Gain and Carrols Acquisition Costs (as discussed above), supplemental pro forma net earnings, assuming the Carrols Acquisition had occurred on January 1, 2024, would not be materially different from the results reported during the three and six months ended June 30, 2024.
The unaudited pro forma information has been prepared for comparative purposes only, in accordance with the acquisition method of accounting, and is not necessarily indicative of the results of operations that would have occurred if the Carrols Acquisition had been completed on the date indicated, nor is it indicative of our future operating results.
Note 8. Equity Method Investments
As discussed in Note 6, BK China, prior to February 14, 2025, we owned an equity interest in BK China, which we accounted for primarily as an equity method investment. In connection with the BK China Acquisition, we acquired substantially all of the remaining equity interest of BK China, resulting in the BK China Step Acquisition Gain. As a result of the BK China Acquisition, BK China became a consolidated subsidiary beginning on February 14, 2025.
As discussed in Note 7, Carrols Acquisition, prior to May 16, 2024, we owned a 15% equity interest in Carrols, which was accounted for as an equity method investment. In connection with the Carrols Acquisition, we acquired the remaining 85% equity interest in Carrols, resulting in the Carrols Step Acquisition Gain. As a result of the Carrols Acquisition, Carrols became a consolidated subsidiary beginning on May 16, 2024.
The aggregate carrying amounts of our equity method investments were $120 million and $113 million as of June 30, 2025 and December 31, 2024, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets.
Except for the following equity method investments, no quoted market prices are available for our other equity method investments. The aggregate market value of our 6.4% equity interest in Zamp S.A. (formerly BK Brasil Operação e Assessoria a Restaurantes S.A.) based on the quoted market price on June 30, 2025 was approximately $16 million. The aggregate market value of our 4.1% equity interest in TH International Limited (“Tims China”) based on the quoted market price on June 30, 2025 was approximately $4 million.
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We have equity interests in entities that own or franchise Tim Hortons, Burger King and Popeyes restaurants. Revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest, including Carrols through May 15, 2024 and BK China through February 14, 2025, consist of the following (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Revenues from affiliates:
Royalties $ 83  $ 95  $ 158  $ 196 
Advertising revenues and other services 1  11  3  31 
Property revenues 1  5  1  13 
Franchise fees and other revenue 4  5  7  11 
Supply chain sales 4  5  8  9 
Total $ 93  $ 121  $ 177  $ 260 
At June 30, 2025 and December 31, 2024, we had $47 million and $44 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.
With respect to our Tim Hortons business, the most significant equity method investment is our 50% joint venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $4 million during the three months ended June 30, 2025 and 2024. Distributions received from this joint venture were $7 million during the six months ended June 30, 2025 and 2024.
Associated with the TIMWEN Partnership, we recognized $6 million and $5 million of rent expense during the three months ended June 30, 2025 and 2024, respectively, and we recognized $10 million of rent expense during the six months ended June 30, 2025 and 2024.
(Income) loss from equity method investments reflects our share of investee net income or loss as well as gains or losses from changes in our ownership interests in equity investees.
In June 2024, we acquired the Popeyes China (“PLK China”) business from Tims China (“the PLK China Acquisition”). In addition, Tims China issued us a $20 million three-year convertible note due June 28, 2027 and a $5 million three-year convertible note due August 15, 2027, which are included within Other assets, net in the condensed consolidated balance sheets as of June 30, 2025.
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Note 9. Intangible Assets, net and Goodwill
Intangible assets, net and goodwill consist of the following (in millions):

As of
June 30, 2025 December 31, 2024
Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Identifiable assets subject to amortization:
   Franchise agreements $ 733  $ (398) $ 335  $ 707  $ (369) $ 338 
   Reacquired franchise rights 374  (40) 334  374  (22) 352 
   Favorable leases 75  (56) 19  74  (53) 21 
      Subtotal 1,182  (494) 688  1,155  (444) 711 
Indefinite-lived intangible assets:
   Tim Hortons brand
 $ 6,271  $ —  $ 6,271  $ 5,972  $ —  $ 5,972 
   Burger King brand
 2,149  —  2,149  2,068  —  2,068 
   Popeyes brand
 1,355  —  1,355  1,355  —  1,355 
   Firehouse Subs brand
 816  —  816  816  —  816 
      Subtotal 10,591  —  10,591  10,211  —  10,211 
Intangible assets, net $ 11,279  $ 10,922 
Goodwill:
TH segment $ 4,025  $ 3,841 
BK segment 358  240 
PLK segment 844  844 
FHS segment 194  193 
INTL segment 507  377 
RH segment 373  491 
      Total $ 6,301  $ 5,986 
Amortization expense on intangible assets totaled $18 million and $13 million for the three months ended June 30, 2025 and 2024, respectively. Amortization expense on intangible assets totaled $35 million and $22 million for the six months ended June 30, 2025 and 2024, respectively. Additionally, the change in intangible asset balances reflects the impact of foreign currency translation during the six months ended June 30, 2025.
As of December 31, 2024, preliminary goodwill arising from the Carrols Acquisition was reported within the RH segment. During the three months ended March 31, 2025, we assigned $362 million and $117 million of goodwill from the Carrols Acquisition to reporting units in the RH and BK segments, respectively. Refer to Note 7, Carrols Acquisition, for a description of goodwill recognized in connection with the Carrols Acquisition. Additionally, during the six months ended June 30, 2025, we assigned $108 million of goodwill from the BK China Acquisition to a reporting unit in the INTL segment. Refer to Note 6, BK China, for a description of goodwill recognized in connection with the BK China Acquisition. The changes in goodwill balances for each segment also reflect the impact of foreign currency translation during the six months ended June 30, 2025.
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Note 10. Other Accrued Liabilities and Other Liabilities, net
Other accrued liabilities (current) and Other liabilities, net (noncurrent) consist of the following (in millions):
As of
June 30,
2025		 December 31,
2024
Current:
Dividend payable $ 282  $ 262 
Interest payable 69  69 
Accrued compensation and benefits 123  143 
Taxes payable 173  228 
Deferred income 77  71 
Accrued advertising expenses 62  35 
Restructuring and other provisions 20  16 
Current portion of operating lease liabilities 201  193 
Other 128  124 
Other accrued liabilities $ 1,135  $ 1,141 
Noncurrent:
Taxes payable $ 55  $ 52 
Contract liabilities 514  517 
Derivative liabilities 385  1 
Unfavorable leases 29  30 
Accrued pension 24  23 
Deferred income 60  54 
Other 27  29 
Other liabilities, net $ 1,094  $ 706 
Note 11. Long-Term Debt
Long-term debt consists of the following (in millions):
As of
June 30,
2025		 December 31,
2024
Term Loan B $ 4,703  $ 4,726 
Term Loan A 1,259  1,275 
3.875% First Lien Senior Notes due 2028
 1,550  1,550 
3.50% First Lien Senior Notes due 2029
 750  750 
6.125% First Lien Senior Notes due 2029
 1,200  1,200 
5.625% First Lien Senior Notes due 2029
 500  500 
4.375% Second Lien Senior Notes due 2028
 750  750 
4.00% Second Lien Senior Notes due 2030
 2,900  2,900 
TH Facility and other 105  108 
Less: unamortized deferred financing costs and deferred issuance discount (104) (117)
Total debt, net 13,613  13,642 
    Less: current maturities of debt (185) (187)
Total long-term debt $ 13,428  $ 13,455 
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Revolving Credit Facility
As of June 30, 2025, we had no amounts outstanding under our Revolving Credit Facility, had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $1,248 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt or equity repurchases, fund acquisitions or capital expenditures, and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.
TH Facility
One of our subsidiaries entered into a non-revolving delayed drawdown term credit facility in a total aggregate principal amount of C$225 million with a maturity date of October 4, 2025 (the “TH Facility”). Prior to June 30, 2024, the interest rate applicable to the TH Facility was the Canadian Bankers’ Acceptance rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Beginning July 1, 2024, the interest rate applicable to the TH Facility is the Adjusted Term CORRA rate plus an applicable margin equal to 1.40% or the Prime Rate plus an applicable margin equal to 0.40%, at our option. Obligations under the TH Facility are guaranteed by three of our subsidiaries, and amounts borrowed under the TH Facility are secured by certain parcels of real estate. As of June 30, 2025, we had approximately C$143 million outstanding under the TH Facility with a weighted average interest rate of 4.40%.
Restrictions and Covenants
As of June 30, 2025, we were in compliance with all applicable financial debt covenants under our senior secured term loan facilities and Revolving Credit Facility (together the “Credit Facilities”), the TH Facility, and the indentures governing our 3.875% First Lien Senior Notes due 2028, 3.50% First Lien Senior Notes due 2029, 6.125% First Lien Senior Notes due 2029, 5.625% First Lien Senior Notes due 2029, 4.375% Second Lien Senior Notes due 2028, and 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”).
Fair Value Measurement
The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on bid and offer prices that are Level 2 inputs, and principal carrying amount (in millions):
As of
June 30,
2025		 December 31,
2024
Fair value of our variable term debt and senior notes $ 13,329  $ 13,090 
Principal carrying amount of our variable term debt and senior notes 13,612  13,651 
Interest Expense, net
Interest expense, net consists of the following (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Debt (a) $ 127  $ 145  $ 254  $ 293 
Finance lease obligations 4  5  9  10 
Amortization of deferred financing costs and debt issuance discount 7  6  13  12 
Interest income (6) (9) (14) (20)
    Interest expense, net $ 132  $ 147  $ 262  $ 295 
(a)Amount includes $27 million and $36 million benefit during the three months ended June 30, 2025 and 2024, respectively, and $53 million and $66 million benefit during the six months ended June 30, 2025 and 2024, respectively, related to our interest rate swaps. Amount includes $22 million and $12 million benefit during the three months ended June 30, 2025 and 2024, respectively, and $44 million and $23 million benefit during the six months ended June 30, 2025 and 2024, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 12, Derivative Instruments.
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Note 12. Derivative Instruments
Disclosures about Derivative Instruments and Hedging Activities
We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.
Interest Rate Swaps
At June 30, 2025, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities, including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. Additionally, at June 30, 2025, we also had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $500 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities effective September 30, 2019 through the termination date of September 30, 2026. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings.
In connection with the Carrols Acquisition, we assumed a receive-variable, pay-fixed interest rate swap utilizing SOFR as the benchmark interest rate with a total notional value of $120 million to hedge the variability in the interest payments on a portion of our Term Loan Facilities, including any subsequent refinancing or replacement of the Term Loan Facilities, through the termination date of February 28, 2025. This interest rate swap was designated as a cash flow hedge for hedge accounting and the unrealized changes in market value were recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affected earnings.
At June 30, 2025, the net amount of pre-tax gains that we expect to be reclassified from AOCI into interest expense within the next 12 months is $74 million.
Cross-Currency Rate Swaps
To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At June 30, 2025, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates is economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.
At June 30, 2025, we had outstanding cross-currency rate swaps from which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $5,700 million to partially hedge the net investment in our Canadian subsidiaries. In November 2024, we restructured $5,000 million of cross-currency rate swaps, of which $1,950 million have a maturity of September 30, 2028, $1,400 million have a maturity of October 31, 2029 and $1,650 million have a maturity of October 31, 2030. The restructure resulted in a re-designation of the hedge and the swaps continue to be accounted for as a net investment hedge. Additionally, in November 2024 we entered into cross-currency rate swaps in which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $700 million through the maturity date of October 31, 2027. At inception, these cross-currency rate swaps were designated and continue to be hedges and are accounted for as net investment hedges.
At June 30, 2025, we had outstanding cross-currency rate swap contracts between the euro and U.S. dollar from which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $2,750 million, of which $1,400 million were entered during 2023 and have a maturity date of October 31, 2026, $1,200 million were entered during 2023 and have a maturity date of November 30, 2028, and $150 million were entered during 2021 and have a maturity date of October 31, 2028. At inception, these cross-currency rate swaps were designated and continue to be hedges and are accounted for as net investment hedges.
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In connection with the cross-currency rate swaps hedging Canadian dollar and euro net investments, we utilize the spot method to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in the condensed consolidated statements of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated.
Foreign Currency Exchange Contracts
We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons’ operations. At June 30, 2025, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $202 million with maturities to August 17, 2026. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.
Credit Risk
By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.
Credit-Risk Related Contingent Features
Our derivative instruments do not contain any credit-risk related contingent features.
Quantitative Disclosures about Derivative Instruments and Fair Value Measurements
The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair values (all estimated using Level 2 inputs) and their location on our condensed consolidated balance sheets (in millions):
Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Derivatives designated as cash flow hedges(1)
Interest rate swaps $ (17) $ 35  $ (58) $ 127 
Forward-currency contracts $ 2  $ 2  $ 2  $ 5 
Derivatives designated as net investment hedges
Cross-currency rate swaps $ (420) $ 23  $ (483) $ 154 
(1) We did not exclude any components from the cash flow hedge relationships presented in this table.
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Location of Gain or (Loss) Reclassified from AOCI into Earnings Gain or (Loss) Reclassified from
AOCI into Earnings
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Derivatives designated as cash flow hedges
Interest rate swaps Interest expense, net $ 27  $ 36  $ 53  $ 66 
Forward-currency contracts Supply chain cost of sales $ 1  $ 1  $ 4  $ 1 
Location of Gain or (Loss) Recognized in Earnings Gain or (Loss) Recognized in Earnings
(Amount Excluded from Effectiveness Testing)
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Derivatives designated as net investment hedges
Cross-currency rate swaps Interest expense, net $ 22  $ 12  $ 44  $ 23 
Fair Value as of
June 30,
2025		 December 31, 2024 Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate $ 94  $ 194  Other assets, net
Interest rate —  1  Prepaids and other current assets
Foreign currency 6  8  Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency —  83  Other assets, net
Total assets at fair value $ 100  $ 286 
Liabilities:
Derivatives designated as net investment hedges
Foreign currency $ 385  $ 1  Other liabilities, net
Total liabilities at fair value $ 385  $ 1 
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Note 13. Shareholders’ Equity
Noncontrolling Interests
The holders of Partnership exchangeable units held an economic interest of approximately 27.9% and 28.1% in Partnership common equity through the ownership of 126,983,115 and 127,038,577 Partnership exchangeable units as of June 30, 2025 and December 31, 2024, respectively.
Pursuant to exchange notices received, Partnership exchanged 55,462 Partnership exchangeable units during the six months ended June 30, 2025. In accordance with the terms of the partnership agreement, Partnership satisfied the exchange notices by exchanging these Partnership exchangeable units for the same number of newly issued RBI common shares and each such Partnership exchangeable unit was cancelled concurrently with the exchange. Partnership exchangeable units exchanged for RBI common shares subsequent to December 31, 2023 also result in the issuance of additional Partnership Class A common units to RBI in an amount equal to the number of RBI common shares exchanged. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the accompanying condensed consolidated statements of operations.
Share Repurchases
On August 6, 2025, our Board of Directors approved a share repurchase program that allows us to purchase up to $1,000 million of our common shares from September 15, 2025 until September 30, 2027. Effective as of September 15, 2025, this share repurchase authorization will replace our prior two-year authorization to repurchase up to the same $1,000 million of our common shares until September 30, 2025 (the “Prior Authorization”). For the three and six months ended June 30, 2025, we did not repurchase any of our common shares and as of June 30, 2025 had $500 million remaining under the Prior Authorization.
Accumulated Other Comprehensive Income (Loss)
The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):
Derivatives Pensions Foreign Currency Translation Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2024 $ 719  $ (14) $ (1,812) $ (1,107)
Foreign currency translation adjustment —  —  798  798 
Net change in fair value of derivatives, net of tax (533) —  —  (533)
Amounts reclassified to earnings of cash flow hedges, net of tax (42) —  —  (42)
Gain (loss) recognized on other, net of tax —  1  —  1 
Amounts attributable to noncontrolling interests 161  —  (224) (63)
Balance at June 30, 2025 $ 305  $ (13) $ (1,238) $ (946)
Note 14. Income Taxes
Our effective tax rate was 24.8% and 25.8% for the three and six months ended June 30, 2025, respectively. The effective tax rate during these periods includes the impact of the Administrative Guidance recently issued by the Organization for Economic Cooperation and Development (“OECD”), partially offset by the mix of income from multiple tax jurisdictions and internal financing arrangements.
Our effective tax rate was 17.6% and 17.4% for the three and six months ended June 30, 2024, respectively. The effective tax rate during these periods was primarily the result of the mix of income from multiple tax jurisdictions, internal financing arrangements, the impact of the Carrols Acquisition, and equity-based compensation.
On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into law. The OBBBA provides for modifications to U.S. tax law including changes to interest deductibility, R&D expensing, bonus depreciation, and various international provisions. We are currently evaluating the full effects of the tax law change, but we do not expect the legislation to have a material impact on our financial statements. As the law was enacted after the end of the second quarter, we have not reflected any impact from the OBBBA in our operating results for the three and six months ended June 30, 2025.
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Note 15. Other Operating Expenses (Income), net
Other operating expenses (income), net consists of the following (in millions):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings $ 13  $ 8  $ 15  $ 10 
Litigation settlements (gains) and reserves, net 1  1  4  1 
Net losses (gains) on foreign exchange 132  (6) 207  (29)
Other, net 3  4  6  7 
     Other operating expenses (income), net $ 149  $ 7  $ 232  $ (11)
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.
Litigation settlements and reserves, net primarily reflect accruals and payments made and proceeds received in connection with litigation and arbitration matters and other business disputes.
Net losses (gains) on foreign exchange consist of remeasurement of foreign denominated assets and liabilities, primarily intercompany financing. A substantial portion of this net foreign currency gain or loss relates to measurement of U.S. dollar intercompany balances in foreign subsidiaries. This gain or loss primarily results from fluctuations in the exchange rate between the Euro and U.S. dollar.
Note 16. Supplier Finance Programs
Our TH business includes individually negotiated contracts with suppliers, which include payment terms that range up to 120 days. A global financial institution offers a voluntary supply chain finance (“SCF”) program to certain TH vendors, which provides suppliers that elect to participate with the ability to elect early payment, which is discounted based on the payment terms and a rate based on RBI's credit rating, which may be beneficial to the vendor. Participation in the SCF program is at the sole discretion of the suppliers and financial institution and we are not a party to the arrangements between the suppliers and the financial institution. Our obligations to suppliers are not affected by the suppliers’ decisions to participate in the SCF program and our payment terms remain the same based on the original supplier invoicing terms and conditions. No guarantees are provided by us or any of our subsidiaries in connection with the SCF Program.
Our confirmed outstanding obligations under the SCF program at June 30, 2025 and December 31, 2024 totaled $32 million and $22 million, respectively, and are classified as Accounts and drafts payable in our condensed consolidated balance sheets. All activity related to the obligations is classified as Supply chain cost of sales in our condensed consolidated statements of operations and presented within cash flows from operating activities in our condensed consolidated statements of cash flows.
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Note 17. Commitments and Contingencies
Litigation
From time to time, we are involved in legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.
On October 5, 2018, a class action complaint was filed against Burger King Worldwide, Inc. (“BKW”) and Burger King Company, successor in interest, (“BKC”) in the U.S. District Court for the Southern District of Florida by Jarvis Arrington, individually and on behalf of all others similarly situated. On October 18, 2018, a second class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Monique Michel, individually and on behalf of all others similarly situated. On October 31, 2018, a third class action complaint was filed against BKC and BKW in the U.S. District Court for the Southern District of Florida by Geneva Blanchard and Tiffany Miller, individually and on behalf of all others similarly situated. On November 2, 2018, a fourth class action complaint was filed against RBI, BKW and BKC in the U.S. District Court for the Southern District of Florida by Sandra Munster, individually and on behalf of all others similarly situated. These complaints have been consolidated and allege that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the standard form franchise agreement all Burger King franchisees are required to sign. Each plaintiff seeks injunctive relief and damages for himself or herself and other members of the class. On March 24, 2020, the Court granted BKC’s motion to dismiss for failure to state a claim and on April 20, 2020 the plaintiffs filed a motion for leave to amend their complaint. The court denied the plaintiffs motion for leave to amend their complaint in August 2020 and the plaintiffs appealed this ruling. In August 2022, the federal appellate court reversed the lower court's decision to dismiss the case and remanded the case to the lower court for further proceedings. In March 2025, at the request of the court, BKC filed a supplemental brief in support of its motion to dismiss and the plaintiffs filed a supplemental brief in support of its motion opposing BKC's motion to dismiss. On April 9, 2025, the court denied BKC's motion to dismiss. Plaintiffs filed an amended complaint on April 30, 2025, and BKC filed its answer on May 21, 2025. While we intend to vigorously defend these claims, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.
On October 7, 2024, purported former shareholders of Carrols filed a complaint in the Court of Chancery of the State of Delaware against RBI and two individuals that were on the board of Carrols. The complaint alleges claims for breach of fiduciary duty by RBI, as a purported controlling shareholder of Carrols, and unjust enrichment by RBI in connection with the acquisition of Carrols, as well as claims for breaches of fiduciary duty by the two individual directors. The complaint generally alleges that RBI coerced Carrols into the transaction, and that the two directors failed to disclose that their interests differed from the interests of other Carrols shareholders, and that the two directors were not independent from RBI. The complaint seeks equitable relief, damages and fees and expenses. We filed a motion to dismiss in December 2024 and the plaintiffs filed an amended complaint in February 2025. In March 2025, we filed an amended motion to dismiss and plaintiffs filed their opposition on May 2, 2025. On July 22, 2025, the court denied RBI's motion to dismiss. RBI is working with counsel to prepare a timely response to the plaintiff's amended complaint. We intend to vigorously defend these claims, however, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

Note 18. Subsequent Events
Dividends
On July 8, 2025, we paid a cash dividend of $0.62 per common share to common shareholders of record on June 24, 2025. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.62 per exchangeable unit to holders of record on June 24, 2025.
Subsequent to June 30, 2025, our board of directors declared a cash dividend of $0.62 per common share, which will be paid on October 7, 2025 to common shareholders of record on September 23, 2025. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.62 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.
*****
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto (“Financial Statements”) in Item 1 and the Special Note Regarding Forward-Looking Statements later in this Item 2. All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated. Percentages may not recompute due to rounding.
Overview
We are one of the world’s largest quick service restaurant (“QSR”) companies with over $45 billion in annual system-wide sales and over 32,000 restaurants, over 90% of which are franchised, in more than 120 countries and territories as of June 30, 2025. We own and franchise four iconic brands, Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. Our brands have complementary daypart mixes and product platforms that benefit from global scale and sharing of best practices to optimize costs while preserving their independence and rich heritage.
We have six operating and reportable segments, including four franchisor segments for our Tim Hortons, Burger King, Popeyes and Firehouse Subs brands in the U.S. and Canada (“TH”, “BK”, “PLK”, and “FHS”, respectively) and a fifth franchisor segment for all of our brands in the rest of the world (“INTL”). Additionally, we completed the acquisitions of Carrols Restaurant Group Inc. (“Carrols”) (“the Carrols Acquisition”) and Popeyes China (“PLK China”) (“the PLK China Acquisition”) on May 16, 2024 and June 28, 2024, respectively. Following these acquisitions, we established a new operating and reportable segment, Restaurant Holdings (“RH”), which includes results from the Carrols Burger King restaurants and the PLK China restaurants from their acquisition dates and includes results from Firehouse Subs Brazil (“FHS Brazil”) beginning in 2025.
RBI plans to maintain the franchisor dynamics in its TH, BK, PLK, FHS, and INTL segments ("five franchisor segments") to report results consistent with how the business will be managed long-term given RBI's plans to refranchise the vast majority of the Carrols Burger King restaurants and to find a new partner for PLK China and new investors for FHS Brazil in the future. RH results include Company restaurant sales and expenses, including expenses associated with royalties, rent, and advertising. These expenses are recognized, as applicable, as revenues in the respective franchisor segments (BK for the Carrols Burger King restaurants and INTL for PLK China and FHS Brazil) and eliminated upon consolidation. Additionally, Adjusted Operating Income represents our measure of segment income for each of our reportable segments and is used by management to measure operating performance. See Note 5, “Segment Reporting” of the Financial Statements for additional information about our operating and reportable segments and our measure of segment income.
On February 14, 2025, we acquired substantially all the remaining equity interests in Pangaea Foods (China) Holdings Ltd. (“BK China”) (“the BK China Acquisition”) from our former joint venture partners. BK China met the criteria to be classified as held for sale and reported as discontinued operations. We are working to identify a new controlling shareholder which aligns with our long-term strategy of partnering with experienced local operators while maintaining a primarily franchised business.



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Key Operating Metrics
Key performance indicators (“KPIs”) are shown for RBI's five franchisor segments. The KPIs for the Carrols Burger King restaurants are included in the BK segment and the KPIs for the PLK China, BK China and FHS Brazil restaurants are included in the INTL segment.
We evaluate our restaurants and assess our business based on the following operating metrics:
•System-wide sales growth refers to the percentage change in sales at all franchised restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. System-wide sales is reported on a nominal basis.
•Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period on a constant currency basis for restaurants that have been open for an initial consecutive period, typically at least 13 months. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.
•Unless otherwise stated, system-wide sales growth, system-wide sales and comparable sales are presented on a system-wide basis, which means they include franchised restaurants and Company restaurants. System-wide results are driven by our franchised restaurants, as over 90% of system-wide restaurants are franchised. Franchise sales represent sales at all franchised restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.
•Net restaurant growth refers to the net change in restaurant count (openings, net of permanent closures) over a trailing twelve-month period, divided by the restaurant count at the beginning of the trailing twelve-month period. In determining whether a restaurant meets our definition of a restaurant that will be included in our net restaurant growth, we consider factors such as scope of operations, format and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as “alternative formats” and we believe these are helpful to build brand awareness, test new concepts and provide convenience in certain markets.
These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of marketing, operations and growth initiatives.
The following tables present our consolidated key operating metrics for each of the periods indicated, which have been derived from our internal records. We evaluate our restaurants and assess our business based on these operating metrics. These metrics may differ from those used by other companies in our industry who may define these metrics differently.
Three Months Ended
June 30,		 Six Months Ended
June 30,
Consolidated Key Operating Metrics 2025 2024 2025 2024
    System-wide Sales Growth (a) 5.3  % 5.0  % 4.1  % 6.5  %
    System-wide Sales (in US$ millions) (a) $ 11,853  $ 11,252  $ 22,349  $ 21,764 
    Comparable Sales 2.4  % 1.9  % 1.3  % 3.2  %
    Net Restaurant Growth 2.9  % 4.0  % 2.9  % 4.0  %
    System Restaurant Count at Period End 32,229  31,324  32,229  31,324 
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in System-wide sales, which is reported on a nominal basis.
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Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
Tabular amounts in millions of U.S. dollars unless noted otherwise. Totals, variances and percentage changes may not calculate exactly due to rounding.
Consolidated Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Supply chain sales $ 732  $ 682  $ 50  $ (7) $ 57  $ 1,343  $ 1,309  $ 34  $ (40) $ 74 
Company restaurant sales 600  347  253  —  253  1,158  449  709  —  709 
Franchise and property revenues 760  747  13  —  13  1,423  1,459  (36) (22) (14)
Advertising revenues and other services 318  304  14  —  14  595  602  (7) (6) (1)
Total revenues 2,410  2,080  330  (7) 337  4,519  3,819  700  (68) 768 
Operating costs and expenses:
Supply chain cost of sales 589  540  (49) 5  (54) 1,085  1,057  (28) 33  (61)
Company restaurant expenses 498  286  (212) —  (212) 966  375  (591) —  (591)
Franchise and property expenses 144  134  (10) 1  (11) 274  260  (14) 6  (20)
Advertising expenses and other services 364  334  (30) 1  (31) 675  645  (30) 6  (36)
General and administrative expenses 188  185  (3) (2) (1) 379  358  (21) 1  (22)
(Income) loss from equity method investments (5) (69) (64) —  (64) (10) (72) (62) —  (62)
Other operating expenses (income), net 149  7  (142) 1  (143) 232  (11) (243) —  (243)
Total operating costs and expenses 1,927  1,417  (510) 6  (516) 3,601  2,612  (989) 46  (1,035)
Income from operations 483  663  (180) (1) (179) 918  1,207  (289) (22) (267)
Interest expense, net 132  147  15  —  15  262  295  33  —  33 
Loss on early extinguishment of debt —  32  32  —  32  —  32  32  —  32 
Income from continuing operations before income taxes 351  484  (133) (1) (132) 656  880  (224) (22) (202)
Income tax expense from continuing operations 87  85  (2) —  (2) 169  153  (16) 1  (17)
Net income from continuing operations 264  399  (135) (1) (134) 487  727  (240) (21) (219)
Net loss from discontinued operations (net of tax of $0 and $0)
 1  —  (1) —  (1) 3  —  (3) —  (3)
Net income $ 263  $ 399  $ (136) $ (1) $ (135) $ 484  $ 727  $ (243) $ (21) $ (222)
(a)We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. We analyze these results on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.
Our operating results are impacted by a number of external factors, including consumer spending levels and general economic conditions.
During the three and six months ended June 30, 2025, the increases in Total revenues were primarily driven by the net impact of restaurants acquired from franchisees, mainly related to the Carrols Acquisition, and increases in Supply chain sales, partially offset by an unfavorable FX Impact.
During the three and six months ended June 30, 2025, the decreases in Income from operations were primarily driven by the non-recurrence of a $79 million gain recognized during the three and six months ended June 30, 2024 in connection with the Carrols Acquisition and current year net losses on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily intercompany financing. These factors were partially offset by increases in segment income in each of our segments.
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During the three months ended June 30, 2025, the decrease in Net income from continuing operations was primarily driven by a decrease in Income from operations, partially offset by the non-recurrence of loss on early extinguishment of debt and a decrease in Interest expense, net.
During the six months ended June 30, 2025, the decrease in Net income from continuing operations was primarily driven by a decrease in Income from operations and an increase in Income tax expense from continuing operations, partially offset by the non-recurrence of loss on early extinguishment of debt and a decrease in Interest expense, net.
General and Administrative Expenses
Our general and administrative expenses consisted of the following:
Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2025 2024 Favorable / (Unfavorable) 2025 2024 Favorable / (Unfavorable)
Segment G&A:
TH $ 34  $ 38  $ 4  $ —  $ 4  $ 71  $ 80  $ 9  $ 2  $ 6 
BK 31  36  5  —  5  67  72  5  —  5 
PLK 19  21  2  —  2  40  43  3  —  3 
FHS 13  14  1  —  1  27  28  1  —  1 
INTL 47  49  2  (2) 4  98  102  4  (1) 5 
RH 23  12  (11) —  (11) 48  12  (36) —  (36)
RH and BK China Transaction costs 16  9  (7) —  (7) 22  13  (9) —  (9)
Corporate restructuring and advisory fees 5  6  1  (1) 2  6  8  2  (1) 3 
General and administrative expenses $ 188  $ 185  $ (2) $ (2) $ —  $ 379  $ 358  $ (21) $ 1  $ (22)
In connection with the Carrols Acquisition, the PLK China Acquisition, and the BK China Acquisition, we incurred certain non-recurring fees and expenses (“RH and BK China Transaction costs”) consisting primarily of professional fees, compensation-related expenses and integration costs, all of which are classified as general and administrative expenses in the consolidated statements of operations. We expect to incur additional RH and BK China Transaction costs in 2025.
In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, as well as services related to significant tax reform legislation and regulations, we incurred non-operating expenses primarily from professional advisory and consulting services (“Corporate restructuring and advisory fees”).
During the three and six months ended June 30, 2025, the increases in general and administrative expenses were primarily driven by increases in RH Segment G&A, reflecting a full three and six months of operations of Carrols in 2025, and increases in RH and BK China Transaction costs, partially offset by decreases in Segment G&A in our five franchisor segments.
(Income) Loss from Equity Method Investments
(Income) loss from equity method investments reflects our share of investee net income or loss as well as gains or losses from changes in our ownership interests in equity investees.
The change in (income) loss from equity method investments during the three and six months ended June 30, 2025 reflects the non-recurrence of a $79 million gain recognized during the three and six months ended June 30, 2024 in connection with the Carrols Acquisition that resulted from an increase in the value of our existing 15% equity interest in Carrols, as well as changes in earnings of our equity method investments primarily driven by Carrols and BK China which we now consolidate.

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Other Operating Expenses (Income), net
Our other operating expenses (income), net consisted of the following:
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings $ 13  $ 8  $ 15  $ 10 
Litigation settlements (gains) and reserves, net 1  1  4  1 
Net losses (gains) on foreign exchange 132  (6) 207  (29)
Other, net 3  4  6  7 
     Other operating expenses (income), net $ 149  $ 7  $ 232  $ (11)
Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent sales of properties and other costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.
Litigation settlements and reserves, net primarily reflect accruals and payments made and proceeds received in connection with litigation and arbitration matters and other business disputes.
Net losses (gains) on foreign exchange consist of remeasurement of foreign denominated assets and liabilities, primarily intercompany financing. A substantial portion of this net foreign currency gain or loss relates to measurement of U.S. dollar intercompany balances in foreign subsidiaries. This gain or loss primarily results from fluctuations in the exchange rate between the Euro and U.S. dollar.
Interest Expense, net
Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Interest expense, net $ 132  $ 147  $ 262  $ 295 
Weighted average interest rate on long-term debt 4.5  % 4.8  % 4.5  % 4.9  %
During the three and six months ended June 30, 2025, interest expense, net decreased primarily due to the 2024 restructuring of the Canadian cross-currency rate swap, a decrease in the Term Loan B spread driven by a 2024 repricing, and decreases in interest rates which impacts our variable rate debt, partially offset by an increase in long-term debt.
Loss on Early Extinguishment of Debt
During the three and six months ended June 30, 2024, we recorded a $32 million loss on early extinguishment of debt that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs in connection with various amendments to our credit agreement.
Income Tax Expense from Continuing Operations
Our effective tax rate was 24.8% and 17.6% for the three months ended June 30, 2025 and 2024, respectively, and 25.8% and 17.4% for the six months ended June 30, 2025 and 2024, respectively. The increases in our effective tax rates were primarily due to discrete, unfavorable impacts of recently issued OECD Pillar II guidance during the first quarter of 2025, a decrease in benefit from stock based compensation, the mix of income from multiple jurisdictions and internal financing arrangements.
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On July 4, 2025, the “One Big Beautiful Bill Act” (“OBBBA”) was enacted into law. The OBBBA provides for modifications to U.S. tax law including changes to interest deductibility, R&D expensing, bonus depreciation, and various international provisions. We are currently evaluating the full effects of the tax law change, but we do not expect the legislation to have a material impact on our financial statements. As the law was enacted after the end of the second quarter, we have not reflected any impact from the OBBBA in our operating results for the three and six months ended June 30, 2025.
Segment Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024
TH Segment Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
       
System-wide Sales Growth (a) 3.9  % 5.4  % 2.1  % 6.5  %
System-wide Sales (a) $ 1,995  $ 1,939  $ 3,626  $ 3,664 
Comparable Sales 3.4  % 4.6  % 1.8  % 5.7  %
Comparable Sales - Canada 3.6  % 4.9  % 2.0  % 6.1  %
Net Restaurant Growth 0.3  % 0.1  % 0.3  % 0.1  %
System Restaurant Count at Period End 4,521  4,507  4,521  4,507 
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in System-wide sales, which is reported on a nominal basis.
TH Segment Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Supply chain sales $ 732  $ 682  $ 50  $ (7) $ 56  $ 1,343  $ 1,309  $ 33  $ (40) $ 73 
Company restaurant sales 12  12  —  —  —  22  22  —  —  — 
Franchise and property revenues 262  259  3  (3) 5  480  490  (10) (15) 5 
Advertising revenues and other services 78  77  1  (1) 1  142  148  (6) (5) (1)
Total revenues 1,083  1,031  53  (10) 63  1,987  1,969  17  (60) 77 
Supply chain cost of sales 589  540  (49) 6  (55) 1,085  1,057  (29) 33  (61)
Company restaurant expenses 10  10  —  —  —  19  19  —  —  (1)
Segment F&P expenses 83  91  8  1  7  161  171  10  5  5 
Advertising expenses and other services 93  87  (6) 1  (7) 159  157  (3) 5  (7)
Segment G&A 34  38  4  —  4  71  80  9  2  6 
Adjustments:
Cash distributions received from equity method investments 4  4  —  —  —  7  7  —  —  — 
Adjusted Operating Income 278  269  9  (3) 12  499  493  6  (15) 20 
During the three and six months ended June 30, 2025, the increases in Total revenues, excluding FX Impacts, were primarily driven by higher Supply chain sales due to increases in commodity prices, system-wide sales growth, and increases in CPG net sales, partially offset by unfavorable FX Impacts.
During the three and six months ended June 30, 2025, the increases in Adjusted Operating Income, excluding FX Impacts, were primarily driven by increases in Total revenues and decreases in Segment G&A due primarily to lower compensation-related expenses. These factors were partially offset by higher Supply chain cost of sales due primarily to increases in Supply chain sales, higher commodity prices and net bad debt expenses in the current year periods compared to net bad debt recoveries in the prior year periods. In addition, Adjusted Operating Income was impacted by increases in Advertising expenses and other services driven by the timing of certain marketing campaigns and unfavorable FX Impacts.
During the three and six months ended June 30, 2025, Franchise and property revenues and Segment F&P expenses reflect the non-recurrence of convention revenue and expenses recognized in 2024.
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BK Segment Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
       
System-wide Sales Growth 1.0  % (0.7) % (0.3) % 0.8  %
System-wide Sales $ 2,952  $ 2,925  $ 5,652  $ 5,678 
Comparable Sales 1.3  % (0.1) % 0.0  % 1.8  %
Comparable Sales - US 1.5  % 0.1  % 0.2  % 1.9  %
Net Restaurant Growth (1.2) % (1.7) % (1.2) % (1.7) %
System Restaurant Count at Period End 7,046  7,133  7,046  7,133 
BK Segment Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 61  $ 62  $ (1) $ —  $ (1) $ 121  $ 120  $ —  $ —  $ — 
Franchise and property revenues (b) 182  178  4  —  4  350  353  (3) (1) (2)
Advertising revenues and other services (c) 144  124  20  —  20  273  241  32  —  33 
Total revenues 388  364  24  —  24  744  714  30  (1) 31 
Company restaurant expenses 57  57  1  —  1  111  110  (2) —  (2)
Segment F&P expenses 33  26  (7) —  (7) 64  57  (7) —  (7)
Advertising expenses and other services 147  131  (15) —  (15) 278  256  (22) —  (22)
Segment G&A 31  36  5  —  5  67  72  5  —  5 
Adjusted Operating Income 121  114  7  —  7  224  220  4  —  4 
(b)Franchise and property revenues include intersegment revenues with RH consisting of royalties and rent of $27 million and $55 million during the three and six months ended June 30, 2025, respectively, and $15 million during the three and six months ended June 30, 2024, which are eliminated in consolidation.
(c)Advertising revenues and other services include intersegment revenues with RH consisting of advertising contributions and tech fees of $22 million and $42 million during the three and six months ended June 30, 2025, respectively, and $10 million during the three and six months ended June 30, 2024, which are eliminated in consolidation.
During the three and six months ended June 30, 2025, the increases in Total revenues were primarily driven by increases in Advertising revenues and other services primarily due to an increase in advertising fund contributions from franchisees reflecting an increase in the contribution rate.
During the three and six months ended June 30, 2025, the increases in Adjusted Operating Income were driven by the non-recurrence of $6 million and $12 million of advertising expenses incurred in the prior year in connection with our support behind the marketing program and decreases in Segment G&A due primarily to lower compensation-related expenses. These factors were partially offset by increases in Segment F&P expenses primarily due to net bad debt expenses in the current year compared to net bad debt recoveries in the prior year.
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PLK Segment Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
       
System-wide Sales Growth 1.6  % 4.6  % (0.4) % 7.3  %
System-wide Sales $ 1,578  $ 1,555  $ 3,053  $ 3,072 
Comparable Sales (1.4) % 0.5  % (2.7) % 3.0  %
Comparable Sales - US (0.9) % 0.6  % (2.4) % 3.3  %
Net Restaurant Growth 2.5  % 4.3  % 2.5  % 4.3  %
System Restaurant Count at Period End 3,524  3,437  3,524  3,437 
PLK Segment Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 46  $ 33  $ 13  $ —  $ 13  $ 93  $ 56  $ 37  $ —  $ 37 
Franchise and property revenues 87  85  2  —  2  165  165  —  —  — 
Advertising revenues and other services 77  76  2  —  2  147  151  (4) —  (4)
Total revenues 210  194  16  —  16  404  372  32  —  32 
Company restaurant expenses 40  29  (12) —  (12) 79  48  (31) —  (31)
Segment F&P expenses 6  5  (1) —  (1) 8  6  (1) —  (1)
Advertising expenses and other services 80  78  (2) —  (2) 152  154  2  —  2 
Segment G&A 19  21  2  —  2  40  43  3  —  3 
Adjusted Operating Income 66  62  4  —  4  126  120  6  —  6 
During the three and six months ended June 30, 2025, the increases in Total revenues and Adjusted Operating Income were primarily driven by the acquisition of Popeyes restaurants as part of the Carrols Acquisition. Additionally, Adjusted Operating Income benefited from decreases in Segment G&A due primarily to lower compensation-related expenses.
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FHS Segment Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
       
System-wide Sales Growth 6.3  % 3.3  % 6.8  % 3.5  %
System-wide Sales $ 336  $ 316  $ 658  $ 617 
Comparable Sales (0.8) % (0.1) % (0.2) % 0.1  %
Comparable Sales - US (1.1) % (0.1) % (0.4) % 0.1  %
Net Restaurant Growth 6.4  % 3.5  % 6.4  % 3.5  %
System Restaurant Count at Period End 1,371  1,288  1,371  1,288 
FHS Segment Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 11  $ 10  $ 1  $ —  $ 1  $ 22  $ 20  $ 2  $ —  $ 2 
Franchise and property revenues 28  27  2  —  2  54  51  3  —  3 
Advertising revenues and other services 20  16  3  —  3  36  31  5  —  5 
Total revenues 59  53  6  —  6  113  103  10  —  10 
Company restaurant expenses 9  9  —  —  —  19  18  (1) —  (1)
Segment F&P expenses 2  1  —  —  —  3  3  (1) —  (1)
Advertising expenses and other services 20  17  (3) —  (3) 38  32  (5) —  (5)
Segment G&A 13  14  1  —  1  27  28  1  —  1 
Adjusted Operating Income 15  13  2  —  2  26  23  3  —  3 
During the three and six months ended June 30, 2025, the increases in Total revenues and Adjusted Operating Income were primarily driven by the increase in system-wide sales.

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INTL Segment Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
       
System-wide Sales Growth (a) 9.8  % 9.2  % 9.3  % 10.4  %
System-wide Sales (a) $ 4,992  $ 4,517  $ 9,360  $ 8,733 
Comparable Sales 4.2  % 2.6  % 3.4  % 3.4  %
Comparable Sales - INTL - Burger King 4.1  % 2.3  % 3.4  % 3.2  %
Net Restaurant Growth 5.4  % 8.2  % 5.4  % 8.2  %
System Restaurant Count at Period End 15,767  14,959  15,767  14,959 
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in System-wide sales, which is reported on a nominal basis.
INTL Segment Three Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended
June 30,		 Variance FX Impact (a) Variance Excluding FX Impact
2025 2024  Favorable / (Unfavorable) 2025 2024  Favorable / (Unfavorable)
Revenues:
Franchise and property revenues $ 228  $ 213  $ 16  $ 3  $ 13  $ 428  $ 414  $ 14  $ (6) $ 19 
Advertising revenues and other services 21  20  2  —  2  40  41  (1) (1) — 
Total revenues 250  232  18  3  15  468  455  13  (7) 20 
Segment F&P expenses 9  —  (8) —  (8) 14  5  (8) —  (8)
Advertising expenses and other services 23  22  (1) —  (1) 45  45  —  1  (2)
Segment G&A 47  49  2  (2) 4  98  102  4  (1) 5 
Adjusted Operating Income 172  160  12  1  11  310  302  8  (7) 15 
During the three and six months ended June 30, 2025, the increases in Total revenues, excluding FX Impacts, were primarily driven by higher royalties from Burger King and Popeyes restaurants resulting from increased system-wide sales, partially offset by the absence of $10 million and $19 million of revenues from BK China which were recognized during the three and six months ended June 30, 2024, respectively. Results were also impacted by a favorable FX Impact during the three months ended June 30, 2025 and an unfavorable FX Impact during the six months ended June 30, 2025.
During the three and six months ended June 30, 2025, the increases in Adjusted Operating Income, excluding FX Impacts, were driven by increases in Total revenues and decreases in Segment G&A due primarily to lower compensation-related expenses and lower professional fees, partially offset by increases in Segment F&P expenses driven by increases in net bad debt expense. Results were also impacted by a favorable FX Impact during the three months ended June 30, 2025 and an unfavorable FX Impact during the six months ended June 30, 2025.
During the three and six months ended June 30, 2025, Franchise and property revenues and Segment F&P expenses reflect the impacts of convention revenue and expenses recognized in 2025 but not in 2024.
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RH Results
The RH segment revenues, expenses and segment income reflect the Burger King restaurants acquired from Carrols and the PLK China restaurants beginning on their acquisition dates of May 16, 2024 and June 28, 2024, respectively, and FHS Brazil beginning in 2025. As such, RH segment revenues, expenses and segment income reflect the full three and six months during the 2025, compared to a partial period during 2024.
Three Months Ended
June 30,		 Six Months Ended
June 30,
2025 2024 2025 2024
Total revenues $ 469  $ 230  $ 901  $ 230 
Food, beverage and packaging costs 134  64  255  64 
Restaurant wages and related expenses 152  72  297  72 
Restaurant occupancy and other expenses (a) 120  59  233  59 
Company restaurant expenses 406  194  785  194 
Advertising expenses and other services (b) 24  10  45  10 
Segment G&A 23  12  48  12 
Adjusted Operating Income 16  14  23  14 
(a)Restaurant occupancy and other expenses include intersegment royalties and property expense of $27 million and $55 million for the three and six months ended June 30, 2025, respectively, and $15 million for the three and six months ended June 30, 2024, which are eliminated in consolidation.
(b)Advertising expenses and other services include intersegment advertising expenses and tech fees of $22 million and $42 million for the three and six months ended June 30, 2025, respectively, and $10 million for the three and six months ended June 30, 2024, which are eliminated in consolidation.
Non-GAAP Reconciliations
The table below contains information regarding Adjusted Operating Income, which is a non-GAAP measure. This non-GAAP measure does not have a standardized meaning under U.S. GAAP and may differ from a similarly captioned measure of other companies in our industry. We believe this non-GAAP measure is useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing this non-GAAP measure, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. Adjusted Operating Income is defined as income from operations excluding (i) franchise agreement and reacquired franchise rights 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, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses incurred in connection with the Carrols Acquisition, the PLK China Acquisition, and the BK China Acquisition consisting primarily of professional fees, compensation related expenses and integration costs; and (ii) 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. 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 of our core business that does not reflect trends of our core operations.

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Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. Adjusted Operating Income, as defined above, also represents our measure of segment income for each of our operating segments.
Three Months Ended
June 30,		 Variance Six Months Ended
June 30,		 Variance
$ % $ %
2025 2024 Favorable / (Unfavorable) 2025 2024 Favorable / (Unfavorable)
Income from operations $ 483  $ 663  $ (180) (27) % $ 918  $ 1,207  $ (289) (24) %
Franchise agreement and reacquired franchise rights amortization 17  11  (6) (55) % 33  19  (14) (74) %
RH and BK China Transaction costs 16  9  (7) (78) % 22  13  (9) (69) %
Corporate restructuring and advisory fees 5  6  1  17  % 6  8  2  25  %
Impact of equity method investments (a) (1) (64) (63) NM (3) (64) (61) NM
Other operating expenses (income), net 149  7  (142) NM 232  (11) (243) NM
Adjusted Operating Income $ 668  $ 632  $ 36  6  % $ 1,208  $ 1,172  $ 36  3  %
Segment income:
TH $ 278  $ 269  $ 9  3  % $ 499  $ 493  $ 6  1  %
BK 121  114  7  6  % 224  220  4  2  %
PLK 66  62  4  7  % 126  120  6  5  %
FHS 15  13  2  19  % 26  23  3  15  %
INTL 172  160  11  7  % 310  302  8  3  %
RH 16  14  2  17  % 23  14  9  66  %
Adjusted Operating Income $ 668  $ 632  $ 36  6  % $ 1,208  $ 1,172  $ 36  3  %
(a)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 Adjusted Operating Income, which is our measure of segment income.
The increases in Adjusted Operating Income for the three and six months ended June 30, 2025 reflects increases in segment income in each of our segments, partially offset by unfavorable FX Impacts of $2 million and $22 million during the three and six months ended June 30, 2025, respectively.
Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash generated by operations and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to repurchase our common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to voluntarily prepay and repurchase our outstanding debt or that of one of our affiliates, to fund acquisitions and other investing activities, such as capital expenditures and joint ventures, to pay dividends on our common shares and make distributions on the Partnership exchangeable units. Our liquidity requirements are significant, primarily due to debt service requirements.
As of June 30, 2025, we had cash and cash equivalents of $1,026 million and borrowing availability of $1,248 million under our senior secured revolving credit facility (the “Revolving Credit Facility”). Based on our current level of operations and available cash, we believe our cash flow from operations, combined with our availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, debt service requirements and capital spending over the next twelve months.
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On February 14, 2025, we acquired substantially all of the remaining equity interests in BK China from our former joint venture partners for approximately $151 million in an all-cash transaction and assumed approximately $178 million of outstanding debt. During the six months ended June 30, 2025, we provided $137 million of funding to BK China. As of June 30, 2025, cash and cash equivalents for BK China was $58 million, reflected in assets held for sale – discontinued operations, and outstanding debt was $150 million, reflected in liabilities held for sale – discontinued operations. This business may require additional funding while we work to identify a new controlling shareholder.
Burger King is executing its multi-year "Reclaim the Flame" plan to accelerate sales growth and drive franchisee profitability. This plan includes investing up to $700 million through year-end 2028, comprised of advertising and digital investments ("Fuel the Flame") and high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements ("Royal Reset"). The Fuel the Flame investments were completed in the fourth quarter ended December 31, 2024. As of June 30, 2025, we have funded $152 million out of up to $550 million planned toward the Royal Reset investments.
As of June 30, 2025, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar from which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $5,700 million and between the Euro and U.S. dollar from which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $2,750 million. We expect to receive $56 million in quarterly fixed-rate interest payments in the next twelve months in connection with these outstanding cross-currency swaps.
On August 6, 2025, our board of directors approved a share repurchase authorization of up to $1,000 million of our common shares from September 15, 2025 until September 30, 2027. Effective as of September 15, 2025, this share repurchase authorization will replace RBI's prior two-year authorization to repurchase up to the same $1,000 million of our common shares until September 30, 2025 (the “Prior Authorization”). On September 12, 2024, we announced that the Toronto Stock Exchange (the “TSX”) had accepted and approved the notice of our intention to renew the normal course issuer bid, permitting the repurchase up to 31,981,466 common shares for the 12-month period ending on September 15, 2025. We plan to submit a new normal course issuer bid, subject to TSX approval, to be effective as of or following the expiration of the current one in September 2025. Share repurchases under the normal course issuer bid will be made through the facilities of the TSX, the New York Stock Exchange (the “NYSE”) and/or other exchanges and alternative Canadian or foreign trading systems, if eligible, or by such other means as may be permitted by the TSX and/or the NYSE under applicable law. Shareholders may obtain a copy of the prior notice, free of charge, by contacting us. During the six months ended June 30, 2025, we did not repurchase any RBI common shares on the open market, and as of June 30, 2025, we had $500 million remaining under the Prior Authorization. Repurchases under the Company's authorization will be made in the open market or through privately negotiated transactions.
We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.
On June 20, 2024, Canada enacted tax legislation to restrict the deduction of excessive interest and financing expenses (“EIFEL”) which is effective for taxation years beginning on or after October 1, 2023. As a result, we expect to have restricted interest and financing tax deductions for the current and next fiscal years, which will continue to increase our cash taxes.
Debt Instruments and Debt Service Requirements
As of June 30, 2025, our total debt consists primarily of borrowings under our Credit Facilities, amounts outstanding under our 3.875% First Lien Senior Notes due 2028, 3.50% First Lien Senior Notes due 2029, 6.125% First Lien Senior Notes due 2029, 5.625% First Lien Senior Notes due 2029, 4.375% Second Lien Senior Notes due 2028, 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”), TH Facility, and obligations under finance leases. For further information about our total debt, see Note 11 – Long-Term Debt in the notes to the accompanying unaudited condensed consolidated financial statements.
As of June 30, 2025, there was $5,962 million outstanding principal amount under our Term Loan Facilities with a weighted average interest rate of 5.97%. The interest rate applicable to borrowings under our Term Loan A and Revolving Credit Facility is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (ii) Term SOFR (Secured Overnight Financing Rate), subject to a floor of 0.00%, plus an applicable margin varying between 0.75% to 1.50%, in each case, determined by reference to a net first lien leverage based pricing grid. The interest rate applicable to borrowings under our Term Loan B is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75%, or (ii) Term SOFR, subject to a floor of 0.00%, plus an applicable margin of 1.75%.
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Based on the amounts outstanding under the Term Loan Facilities and SOFR as of June 30, 2025, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $359 million in interest payments and $79 million in principal payments. In addition, based on SOFR as of June 30, 2025, net cash settlements that we expect to receive on our $4,000 million interest rate swaps are estimated to be approximately $76 million for the next twelve months. Based on the amounts outstanding at June 30, 2025, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately $337 million in interest payments and no principal payments. Based on the amounts outstanding under the TH Facility as of June 30, 2025, required debt service for the next twelve months is estimated to be approximately $1 million in interest payments and $105 million in principal payments.
Restrictions and Covenants
As of June 30, 2025, we were in compliance with all applicable financial debt covenants under the Credit Facilities, the TH Facility, and the indentures governing our Senior Notes.
Cash Dividends
On July 8, 2025, we paid a dividend of $0.62 per common share and Partnership made a distribution in respect of each Partnership exchangeable unit in the amount of $0.62 per Partnership exchangeable unit.
Our board of directors has declared a cash dividend of $0.62 per common share, which will be paid on October 7, 2025 to common shareholders of record on September 23, 2025. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.62 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.
In addition, because we are a holding company, our ability to pay cash dividends on our common shares may be limited by restrictions under our debt agreements. Although we do not have a formal dividend policy, our board of directors may, subject to compliance with the covenants contained in our debt agreements and other considerations, determine to pay dividends in the future. We expect to pay all dividends from cash generated from our operations.
Outstanding Security Data
As of July 31, 2025, we had outstanding 327,801,863 common shares and one special voting share. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of 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. At any shareholder meeting of the Company, holders of our common shares vote together as a single class with the special voting share except as otherwise provided by law. For information on our share-based compensation and our outstanding equity awards, see Note 14 to the audited consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February 21, 2025.
There were 126,983,115 Partnership exchangeable units outstanding as of July 31, 2025. During the six months ended June 30, 2025, Partnership exchanged 55,462 Partnership exchangeable units pursuant to exchange notices received. The holders of Partnership exchangeable units have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of our common shares.
Comparative Cash Flows
Operating Activities
Cash provided by operating activities was $567 million for the six months ended June 30, 2025, compared to $482 million during the same period in the prior year. The change in cash provided by operating activities was primarily driven by a decrease in cash used for working capital and a decrease in interest payments, partially offset by an increase in income tax payments.
Investing Activities
Cash used for investing activities was $202 million for the six months ended June 30, 2025, compared to $559 million during the same period in the prior year. The change in cash used for investing activities was primarily driven by a decrease in net payments for acquisition of franchised restaurants, net of cash acquired, partially offset by an increase in payments for additions of property and equipment.
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Net payments for acquisition of franchised restaurants for the six months ended June 30, 2025 and 2024 was comprised primarily of $151 million for the BK China Acquisition and $508 million for the Carrols Acquisition, respectively.
Financing Activities
Cash used for financing activities was $555 million for the six months ended June 30, 2025, compared to $112 million during the same period in the prior year. The change in cash used for financing activities was driven primarily by the non-recurrence of proceeds from long-term debt, partially offset by a decrease in repayments of long-term debt and finance leases.
Discontinued Operations
Net cash used for discontinued operations was $85 million for the six months ended June 30, 2025.
Contractual Obligations
There have been no significant changes to our contractual obligations as disclosed in our 2024 Annual Report filed on Form 10-K except as described herein and in Note 6 – BK China in the notes to the accompanying unaudited condensed consolidated financial statements.
Critical Accounting Policies and Estimates
For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC on February 21, 2025.
New Accounting Pronouncements
See Note 1 – Description of Business and Organization in the notes to the accompanying unaudited condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There were no material changes during the six months ended June 30, 2025 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and Canadian securities regulatory authorities on February 21, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was conducted under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of June 30, 2025. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.
Changes in Internal Controls
As of June 30, 2025, we have integrated Carrols, and are in the process of integrating BK China, into our overall internal control over financial reporting process.
Internal Control Over Financial Reporting
The Company’s management, including the CEO and CFO, confirm there were no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than the integration of Carrols and BK China as described above.
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Special Note Regarding Forward-Looking Statements
Certain information contained in this report, including information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “target”, “potential” and other similar expressions and include, without limitation, statements regarding our expectations or beliefs regarding (i) the effects of macro-economic trends on our results of operations, business, liquidity, prospects and restaurant operations and those of our franchisees; (ii) our expectation regarding additional investments in and refranchising of Burger King restaurants acquired as part of the Carrols Acquisition; (iii) our future financial obligations, including annual debt service requirements, capital expenditures and dividend payments, our ability to meet such obligations and the source of funds used to satisfy such obligations; (iv) our exposure to changes in interest rates and foreign currency exchange rates and their impact on our debt service obligations, future results of operations and future cash flows; (v) certain tax matters, including our estimates with respect to tax matters and their impact on future periods and tax law changes; (vi) the amount of net cash settlements we expect to pay or receive on our derivative instruments; (vii) certain accounting matters; (viii) RH and BK China Transaction Costs; (ix) our ability to identify and onboard a new controlling shareholder for BK China, a new partner for PLK China and new investors for FHS Brazil and when we plan to do so; (x) our plan to apply for NCIB approval for future share repurchases; and (xi) deferred tax treatment on unremitted earnings.
Our forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date that they are made. Our forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to: (1) our indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (2) global economic or other business conditions that may affect the desire or ability of our guests to purchase our products, such as inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health and food safety; (3) our relationship with, and the success of, our franchisees and risks related to our nearly fully franchised business model; (4) our franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) our supply chain operations; (6) our ownership and leasing of real estate; (7) the effectiveness of our marketing, advertising and digital programs and franchisee support of these programs; (8) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (9) our international operations and our ability to successfully implement our domestic and international growth strategy for each of our brands; (10) our reliance on franchisees, including subfranchisees to accelerate restaurant growth; (11) unforeseen events such as pandemics; (12) the ability of the counterparties to our credit facilities’ and derivatives’ to fulfill their commitments and/or obligations; (13) changes in applicable tax laws or interpretations thereof, and our ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results; (14) evolving legislation and regulations in the area of franchise and labor and employment law; (15) our ability to address environmental and social sustainability issues; (16) the conflict between Russia and Ukraine, and the conflict in the Middle East; (17) softening in the consumer environment; (18) tariffs and their impact on economic conditions and our business; and (19) our ability to receive approval for our NCIB.
We operate in a very competitive and rapidly changing environment and our inability to successfully manage any of the above risks may permit our competitors to increase their market share and may decrease our profitability. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and Canadian securities regulatory authorities on February 21, 2025, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities
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regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Part II – Other Information
Item 1. Legal Proceedings
See Part I, Notes to Condensed Consolidated Financial Statements, Note 17, Commitments and Contingencies.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)
On May 15, 2025, Mr. Siddiqui received a target award of 73,507 performance based RSUs (“PSUs”) approved by the Compensation Committee (the “Committee”). As Mr. Siddiqui had not received an award upon being appointed Chief Financial Officer (“CFO”), the Committee believes that this was the appropriate time to reward his strong performance since assuming the position of CFO and to align his incentives for shareholder value creation with those of Mr. Kobza and Mr. Doyle. The performance measures and measurement periods for purposes of determining the number of PSUs were the same as those previously awarded to Mr. Kobza and Mr. Doyle, which terms are as described in the Current Report on Form 8-K filed on November 16, 2022, which disclosure is incorporated by reference herein. Once earned, the PSUs will cliff vest on May 21, 2030, subject to partial acceleration in the case of termination without cause or upon death or disability. A copy of the form of the Performance Award Agreement between RBI and Mr. Siddiqui is filed herewith as Exhibit 10.14(h). This summary is qualified in its entirety by the full text of the form of award agreement.
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Item 6. Exhibits
Exhibit
Number
 Description
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SIGNATURES

   
RESTAURANT BRANDS INTERNATIONAL INC.
(Registrant)
Date: August 7, 2025     By:   /s/ Sami Siddiqui
      Name:   Sami Siddiqui
      Title:   Chief Financial Officer
(principal financial officer)
(duly authorized officer)
51
EX-10.14(H) 2 ex-1014hxpsuawardagreement.htm EX-10.14(H) Document
Exhibit 10.14(h)
RESTAURANT BRANDS INTERNATIONAL INC.
2023 OMNIBUS INCENTIVE PLAN
PERFORMANCE AWARD AGREEMENT

Unless defined in this Performance Award Agreement (the “Award Agreement”), capitalized terms will have the same meanings ascribed to them in the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).
Pursuant to the terms and conditions of Sections 8 and 10 of the Plan, you have been granted a Performance Award (the “Award”) on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference.
Performance Award:        Restricted Stock Units (the “Performance Units”) with respect to 73,507 Shares as adjusted up or down to reflect the extent to which the Performance Target is achieved,
Grant Date:        May 15, 2025
By accepting this Award of Performance Units and agreeing to this Award Agreement, you and the Company agree that this Award of Performance Units is granted under and governed by the terms and conditions of the Plan, the terms and conditions set forth in the attached Exhibit A, and the additional terms and conditions for employees outside the U.S. set forth in Exhibits B and C. Exhibits A, B, and C constitute part of this Award Agreement.
PARTICIPANT RESTAURANT BRANDS INTERNATIONAL INC.

____________________________

By: ______________________________
Name: Sami Siddiqui
    Name:    Jill Granat
    Title:    General Counsel

A-1

Exhibit 10.14(h)
EXHIBIT A

TERMS AND CONDITIONS OF THE
PERFORMANCE AWARD
Definitions
For purposes of this Award Agreement, the following terms shall have the following meanings:
“Achievement Price” means the Ending Price plus the dollar value as of the payment date of all dividends paid, declared or distributed from February 22, 2023 through the Ending Date, without regard to form.
“Additional Measurement Period” means the period beginning on May 21, 2027 and ending on May 21, 2028.
“Cause” means (i) a material breach by you of any of your obligations under any written employment agreement with the Company or any of its Affiliates, (ii) a material violation by you of any of the policies, procedures, rules and regulations of the Company or any of its Affiliates applicable to employees or other service providers generally or to employees or other service providers at your payband; (iii) the failure by you to reasonably and substantially perform your duties to the Company or its Affiliates (other than as a result of your Disability); (iv) your willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) your fraud or misappropriation of funds; or (vi) the commission by you of a felony or other serious crime involving moral turpitude; provided that if you are a party to an employment agreement at the time of termination of your Service and such employment agreement contains a different definition of “cause” (or any derivation thereof), the definition in such employment agreement will control for purposes of this Award Agreement.
If you are terminated Without Cause and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your employment agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause, effective as of the date the events giving rise to Cause occurred.
“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any Affiliate for a period of six (6) consecutive months or longer; provided that if you are a party to an employment agreement at the time of termination of your Service and such employment agreement contains a different definition of “disability” (or any derivation thereof), the definition in such employment agreement will control for purposes of this Award Agreement.
A-2

Exhibit 10.14(h)
“Earned Performance Units” has the meaning set forth in the Section below entitled “Determination of Number of Earned Performance Units”.
“Ending Date” means the last day of the period used to calculate the Ending Price.
“Ending Price” means the highest average VWAP for any consecutive thirty (30) trading day period during Initial Measurement Period or Additional Measurement Period, as applicable.
“Initial Measurement Period” means the period beginning on May 21, 2025 and ending on May 21, 2028.
“Measurement Period” means the Initial Measurement Period or Additional Measurement Period, as applicable.
“Percentage Earned” has the meaning set forth on Schedule 1 hereto.
“Performance Period” means the period beginning on Grant Date and ending on May 21, 2028, unless earlier terminated due to an Acquisition Event or otherwise in accordance with the terms and conditions of this Award Agreement.
“Performance Target” means the applicable target “Performance Level” for the Achievement Price stated on Schedule 1.
“Performance Units” means the restricted stock units granted pursuant to this Award.
“Target Units” means the number of Performance Units with respect to the number of Shares reflected in this Agreement that you could receive if the Performance Target level is achieved for the Performance Period at the “Target” level of performance (as specified on Schedule 1 hereto). The number of Target Units is set forth on the cover page of this Award Agreement.
“Vesting Date” means May 21, 2030 or such earlier vesting date as may be provided in this Award Agreement.
“VWAP” means the volume weighted average price per share on the New York Stock Exchange as displayed under the heading “Bloomberg VWAP” on the Bloomberg L.P. Screen for Shares in respect of the period 9:30 am to 4:00 pm (Eastern Time) for the applicable dates.
“Without Cause” means a termination of your Service by your employer (the “Employer”) other than any such termination by your Employer for Cause or due to your death or Disability; provided that if you are a party to a written employment agreement at the time of termination of your Service and such employment agreement contains a different definition of “without cause” (or any derivation thereof), the definition in such employment agreement will control for purposes of this Award Agreement.
A-3

Exhibit 10.14(h)

Vesting.
The Earned Performance Units will vest on the Vesting Date and will settle in accordance with the section below entitled, “Settlement of Earned Performance Units”, subject to the Performance Level being not less than the Threshold (as set forth on Schedule 1) and subject to your continued Service through the Vesting Date and to the Sections below entitled “Determination of Number of Earned Performance Units” and “Termination” below.
No Payment for Shares.
    No payment is required for Performance Units or any Shares that you may receive under this Award.
Nature of Award.

    This Award represents the opportunity to receive the number of Shares equal to the Earned Performance Units earned as provided for below under “Determination of Number of Earned Performance Units,” subject to the section above entitled “Vesting” and to the sections below entitled “Settlement of Earned Performance Units” and “Termination”.

Determination of Number of Earned Performance Units.

    The number of Performance Units earned, if any, (the “Earned Performance Units”) will be based on the Percentage Earned, as set forth on Schedule 1.
    
Settlement of Earned Performance Units.
    The Company shall deliver to you that number of Shares, or at the discretion of the Committee, the cash value equal to the aggregate number of Earned Performance Units for the Performance Period, if any, as determined in accordance with the section entitled “Determination of Number of Earned Performance Units” above, on or as soon as practicable (but no later than 60 days) after the Vesting Date, subject to the section entitled “Termination” below. You will have no rights of a shareholder with respect to the Shares until such Shares have been delivered to you.
Adjustment for Certain Events.
If and to the extent that it would not cause a violation of Section 409A of the Code or other applicable law, if any Corporate Event described in Section 5(d)(ii) of the Plan shall occur, the Committee shall make an adjustment as described in such Section 5(d)(ii) in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights provided under this Award.
A-4

Exhibit 10.14(h)
Acquisition Event
In the event of an Acquisition Event, the Committee shall determine the Performance Level achieved in accordance with Schedule 1 except that the Performance Period shall be deemed to have ended on the last day prior to the Acquisition Event.
Termination.
Upon termination of your Service (other than as set forth below) prior to the Vesting Date, you will forfeit all of your Performance Units (including your Earned Performance Units) without any consideration due to you. For the purposes of the Plan and this Award Agreement, your Service will not be deemed to be terminated in the event that you transfer employment from the Company to any Affiliate or from an Affiliate to the Company or another Affiliate, as the case may be.
If your Service terminates on or after May 21, 2027 but prior to the Vesting Date Without Cause or by reason of your death or Disability, you shall be vested on the Vesting Date in the number of Earned Performance Units, as determined in accordance with the section entitled “Determination of Number of Earned Performance Units” above, as if the Earned Performance Units subject to this Award vested 40% on May 21, 2027, an additional 20% on May 21, 2028, additional 20% on May 21, 2029and the final 20% on May 21, 2030, and you shall be entitled to receive on the Vesting Date a number of Shares, or at the discretion of the Committee the cash value equal to the number of vested Earned Performance Units in accordance with the section entitled “Settlement of Performance Units”. For example, if the number of Earned Performance Units (expressed as a percentage of Target Units) has been determined to be 100%, and your Service terminates Without Cause on June 30, 2028, you would be entitled to receive on or after the Vesting Date 60% of the Target Units (or at the discretion of the Committee the cash value thereof) in settlement of your Earned Performance Units. For the avoidance of doubt, if your Service terminates prior to May 21, 2027for any reason, you will forfeit all of your Performance Units (including your Earned Performance Units) without any consideration due to you.
In all other circumstances, your Service terminates on the day you receive written notice of termination or provide notice of resignation. For greater clarity, the date of termination of your Service will not be extended by any period of notice of termination of employment, payment in lieu of notice or severance mandated under local law, whether statutory, contractual or at common law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law) regardless of the reason for such termination and whether or not later found to be invalid or in breach of laws in the jurisdiction where you are rendering Service or the terms of your employment agreement, if any.
A-5

Exhibit 10.14(h)
The Committee shall have the exclusive discretion to determine the date of termination of your Service for purposes of this Award.
In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on this Award and the terms of any written employment agreement, the terms of your employment agreement will govern.
Subject to any terms and conditions that the Committee may impose in accordance with Section 13 of the Plan, in the event that a Change in Control occurs and, within twelve (12) months following the date of such Change in Control, your Service is terminated by the Employer Without Cause, your Earned Performance Units shall vest in full upon such termination. In such event, the number of your Earned Performance Units, and thus the number of Shares that you would be entitled to receive, shall be calculated in accordance with the sections entitled “Determination of Number of Earned Performance Units”, and “Settlement of Earned Performance Units”; provided, however, that if the Change in Control occurs prior to the expiration of the Measurement Period, then for purposes of determining the number of Shares (or at the discretion of the Committee the cash value) to be delivered to you by reason of your termination, your Earned Performance Units shall be equal to the greater of the Target Units or the Earned Performance Units or deemed Earned Performance Units based on the Performance Level achieved in accordance with Schedule 1 (including, for the avoidance of doubt, achievement of a Performance Level in excess of “Target”, without regard as to whether such achievement was achieved during the Additional Measurement Period), except that the Performance Period shall be deemed to have ended at the date of any such termination of your Service. In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a Change in Control on this Award and the terms of any written employment agreement, the terms of this Award Agreement will govern.
In the event that any Earned Performance Units (or any Performance Units that are deemed to be Earned Performance Units) become vested pursuant to the foregoing provisions upon termination of your Service Without Cause, settlement of such Earned Performance Units or deemed Earned Performance Units shall be made on or as soon as practicable (but no later than 60 days) after the end of the Performance Period. In the event that any Earned Performance Units (or any Performance Units that are deemed to be Earned Performance Units) become vested pursuant to the foregoing provisions upon termination of your Service by reason of your death or Disability, settlement of such Earned Performance Units or deemed Earned Performance Units shall be made on or as soon as practicable (but no later than 60 days) after the end of the Measurement Period. Notwithstanding the foregoing, if your Performance Units constitute “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that is subject to the requirements of Section 409A of the Code, and you are a “specified employee’ (as defined under Section 409A of the Code), then if and to the extent required to comply with Section 409A of the Code, settlement shall be delayed for the first 6 months following your separation from service (within the meaning of Section 409A), or if earlier the date of your death, and instead shall be made upon expiration of such delay period.
A-6

Exhibit 10.14(h)
Taxes.
Regardless of any action the Company or your Employer takes with respect to any or all income tax, social security or insurance, fringe benefits tax, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant, vesting or settlement of Performance Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of this Award to reduce or eliminate your liability for Tax-Related Items.
Prior to the relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Related Items.
The Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction. In the event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares, or if not refunded, you may be able to seek a refund from the applicable tax authorities. In the event of under-withholding, you may be required to pay additional Tax-Related Items directly to the applicable tax authorities or to the Company and/or Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.
A-7

Exhibit 10.14(h)
Dividend Equivalents.
During the Performance Period, you shall be credited with additional Performance Units (based on the Target Units) with respect to the number of Shares having a Fair Market Value as of the applicable dividend payment date equal to the value of any dividends or other distributions that would have been distributed to you if each of the Shares represented by a Performance Unit instead was an issued and outstanding Share owned by you (“Dividend Equivalents”). After the expiration of the Performance Period, the Target Units and the relevant accrued number of Dividend Equivalents shall be collectively adjusted based on the Percentage Earned and rounded to six decimal places. Thereafter, for the remainder of the term of this Award Agreement, you shall be credited with Dividend Equivalents based on the number of Earned Performance Units. The additional Performance Units credited to you as Dividend Equivalents shall be subject to the same terms and conditions under this Award Agreement as the Performance Units to which they relate, and shall vest and be earned and settled (rounded down to the nearest whole number) in the same manner and at the same times as Performance Units to which they relate, as determined by the Committee. Each Dividend Equivalent shall be treated as a separate payment for purposes of Section 409A of the Code.
No Guarantee of Continued Service.
You acknowledge and agree that the vesting of this Award on the Vesting Date is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Affiliate. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.
Termination for Cause; Restrictive Covenants.
In consideration for the grant of this Award and for other good and valuable consideration, the sufficiency of which is acknowledged by you, you agree as follows:
Upon (i) a termination of your Service for Cause, (ii) a retroactive termination of your Service for Cause as permitted herein or under your employment agreement, or (iii) a violation of any post-termination restrictive covenant (including, without limitation, non-disclosure, non-competition and/or non-solicitation) contained in your employment agreement, or any separation or termination or similar agreement you may enter into with the Company or one of its Affiliates in connection with termination of your Service, any Award you hold shall be immediately forfeited and the Company may require that you repay (with interest or appreciation (if any), as applicable, determined up to the date payment is made), and you shall promptly repay to the Company, the Fair Market Value (in cash or in Shares) of any Shares received upon the settlement of Performance Units during the period beginning on the date that is one year before the date of your termination and ending on the first anniversary of the date of your termination.
A-8

Exhibit 10.14(h)
The Fair Market Value of any such Shares shall be determined as of the date on which the Performance Units were settled.
Company’s Right of Offset.
If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company or any of its Affiliates, then the Company or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and not causing a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.
Acknowledgment of Nature of Award.
In accepting the grant of this Award, you acknowledge that:
(a)    the Plan is established voluntarily by the Company, and it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;
(b)    the grant of this Award is voluntary, occasional and discretionary and does not create any contractual or other right to receive future awards of Performance Units, or benefits in lieu of Performance Units even if Performance Units have been awarded in the past, whether or not repeatedly;
(c)    all decisions with respect to future awards, if any, will be at the sole discretion of the Company;
(d)    your participation in the Plan is voluntary;
(e)    this Award and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;
(f)    the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(g)    if you receive Shares, the value of such Shares acquired upon settlement may increase or decrease in value; and
A-9

Exhibit 10.14(h)
(h)    no claim or entitlement to compensation or damages arises from termination of this Award, and no claim or entitlement to compensation or damages shall arise from any diminution in value of the Performance Units or Shares received upon settlement of Performance Units resulting from termination of your Service and you irrevocably release the Company, the Employer and their respective Affiliates from any such claim that may arise.
Securities Laws.
    By accepting this Award, you acknowledge that Canadian or other applicable securities laws, including, without limitation, U.S. securities laws, and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with this Award. You agree to comply with all Canadian and any other applicable securities law requirements, including, without limitation, any U.S. securities law requirements, and Company policies, as such laws and policies are amended from time to time.
Data Privacy Notice and Consent.
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, the Employer, the Company and its other Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company, the Employer and/or other Affiliates may hold certain personal information about you, including, but not limited to, your name, home address, email address and telephone number, date of birth, social insurance or social security number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that Data will be transferred to Solium Capital or such other third party assisting in the implementation, administration and management of the Plan, that these recipients may be located in Canada, the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that, if you reside in the European Economic Area, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside in the European Economic Area, you may, at any time, view Data,
A-10

Exhibit 10.14(h)
request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or Service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you Performance Units or other awards or administer or maintain such awards. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Upon request of the Company or the Employer, you agree to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.
Limits on Transferability; Beneficiaries.
This Award shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death, except that this Award may be Transferred to one or more Beneficiaries or other Transferees during your lifetime with the consent of the Committee. A Beneficiary, Transferee, or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.
No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of this Award shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with all the terms and conditions applicable to this Award and any Shares received upon settlement of Performance Units that are or would have been applicable to you.
A-11

Exhibit 10.14(h)
Section 409A Compliance.
Neither the Plan nor this Award Agreement is intended to provide for a deferral of compensation that would subject the Performance Units to taxation prior to the issuance of Shares as a result of Section 409A of the Code. Notwithstanding anything to the contrary in the Plan, or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code prior to the actual payment of Shares pursuant to this Award.
Notwithstanding the foregoing, the Company does not make any representation to you that the Performance Units awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary for any tax, additional tax, interest or penalties that you or any Beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.
Entire Agreement; Governing Law; Jurisdiction; Waiver of Jury Trial.
    The Plan, this Award Agreement and, to the extent applicable, your employment agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan. This Award Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its principles of conflict of laws.
ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AWARD OR THE AWARD AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE PROVINCE OF ONTARIO, AND YOU IRREVOCABLY SUBMIT TO THE JURISDICTION OF SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AWARD AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.
A-12

Exhibit 10.14(h)
    By signing this Award Agreement, you acknowledge the receipt of a copy of the Plan and represent that you understand the terms and conditions of the Plan, and hereby accept this Award subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.
Electronic Delivery and Participation.
The Company may, in its sole discretion, decide to deliver any documents related to this Award or future awards that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Agreement Severable.
In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
Language.
You acknowledge that you are proficient in the English language or have consulted with an advisor who is sufficiently proficient in the English language, so as to allow you to understand the content of this Award Agreement and other Plan-related materials. If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
Non-U.S. Terms and Conditions.
Notwithstanding any provision in this Award Agreement, if you work and/or reside outside the U.S., this Award shall be subject to the additional terms and conditions set forth in Exhibits B and C, as applicable. Moreover, if you relocate to one of the countries or between countries included in Exhibits B or C, the additional terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibits B and C constitute part of this Award Agreement.
A-13

Exhibit 10.14(h)
Waiver.
You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by you or any other Participant.


A-14

Exhibit 10.14(h)
Schedule 1


The number of Performance Units that become Earned Performance Units is determined based on the Company’s Achievement Price, as follows:

Performance Level Achievement Price Percentage Earned (% of Target Units)*
Below Threshold
<US$81.32
 0%
Threshold US$81.32 50%
Target US$97.87 100%
Maximum US$122.23 200%

*Achievement Price between listed Performance Levels will be based on linear interpolation to determine the Percentage Earned. The Percentage Earned shall be calculated rounded to six decimal places. Additionally, the Percentage Earned is subject to the Section of this Award Agreement entitled “Termination.”


DETERMINATION OF EARNED PERFORMANCE UNITS

The number of Earned Performance Units equals the Percentage Earned based on the Achievement Price, multiplied by the number of Performance Units (including any Dividend Equivalents); provided that (i) if the Achievement Price equals or exceeds the Target Amount during the Initial Measurement Period, the number of Earned Performance Units will not be less than Target Amount, subject to the section of this Award Agreement entitled “Termination”, (ii) in order to earn greater than the Target Amount, the Achievement Price must exceed the Target Amount during the Additional Measurement Period, and (iii) if the Percentage Earned is less than 50% then the number of Earned Units will be zero.





A-15

Exhibit 10.14(h)
EXHIBIT B

RESTAURANT BRANDS INTERNATIONAL INC.
2023 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS OF THE
PERFORMANCE AWARD AGREEMENT FOR PARTICIPANTS
OUTSIDE THE U.S.

Certain capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (the "Plan") and/or the Performance Award Agreement (the "Award Agreement").

TERMS AND CONDITIONS

This Exhibit B includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work outside the U.S. and/or in one of the countries listed below. If you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit B also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in the respective countries as of January 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit B as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time you vest in this Award or sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.

Finally, if you are a citizen or resident of a country other than the one in which you are currently residing and/or working, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.


A-16

Exhibit 10.14(h)
image_0a.jpg

GENERAL TERMS AND CONDITIONS FOR PARTICIPANTS OUTSIDE THE U.S.

The following terms and conditions apply if you reside and/or work outside of the U.S. and supplement the entire Award Agreement generally:

Entire Agreement.

The following provisions replace the first sentence of the Entire Agreement section of Exhibit A:

The Plan and the Award Agreement, including this Exhibit B, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company and you with respect to the subject matter hereof. In no event will any aspect of this Award be determined in accordance with your employment agreement (or other Service contract).

Taxes.

The following provisions supplement the Taxes section of Exhibit A:

You acknowledge that your liability for Tax-Related Items may exceed the amount withheld by the Company and/or the Employer, if any.

If you have become subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Limits on Transferability; Beneficiaries.

The following provision supplements the Limits on Transferability; Beneficiaries section of Exhibit A:

This Award may not be Transferred to a designated Beneficiary and may only be Transferred upon your death to your legal heirs in accordance with applicable laws of descent and distribution. In no case may this Award be Transferred to another individual during your lifetime.

Acknowledgement of Nature of Award.

The following provisions supplement the Acknowledgment of Nature of Award section of Exhibit A:
A-17

Exhibit 10.14(h)

You acknowledge the following with respect to this Award:

(a)    The Award and any Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;

(b)    In no event should this Award or any Shares acquired under the Plan, and the income from and value of same, be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any other Affiliate;

(c)    Neither the Company, the Employer nor any other Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar or Canadian Dollar, as applicable, that may affect the value of this Award or of any amounts due to you pursuant to the settlement of this Award or the subsequent sale of any Shares acquired upon settlement;

(d)    Unless otherwise agreed with the Company, this Award and any Shares acquired upon the settlement of this Award, and the income from and value of same, are not granted as consideration for, or in connection with, any service you may provide as a director of any Affiliate; and

(e)    Unless otherwise provided in the Plan or by the Company in its discretion, this Award and the benefits under the Plan evidenced by the Award Agreement do not create any entitlement to have this Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

No Advice Regarding Award.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

Insider Trading Restrictions/Market Abuse Laws.

You acknowledge that, depending on your country or the designated broker’s country, or the countr(ies) in which the Shares are listed, you may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect your ability to accept, acquire, sell or attempt to sell or otherwise dispose of the Shares, rights to Shares (e.g., this Award) or rights linked to the value of Shares, during such times as you are considered to have “inside information” regarding the Company (as defined by the laws or regulations in applicable jurisdictions, including the U.S. and your country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before possessing inside information.
A-18

Exhibit 10.14(h)
Furthermore, you may be prohibited from (i) disclosing insider information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions, and you should speak to your personal advisor on this matter.
Exchange Control, Foreign Asset/Account and/or Tax Reporting.

Depending on the country to which laws you are subject, you may have certain foreign asset and/or tax reporting requirements which may affect your ability to acquire or hold the Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on the Shares acquired under the Plan) in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to be compliant with such regulations, and you should speak to your personal advisor on this matter.
Imposition of Other Requirements.

The Company reserves the right to impose other requirements on your participation in the Plan, on this Award and on any Shares acquired upon settlement of this Award, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


A-19

Exhibit 10.14(h)
COUNTRY-SPECIFIC TERMS AND CONDITIONS AND NOTIFICATIONS FOR PARTICIPANTS OUTSIDE THE U.S. AND CANADA

BRAZIL

TERMS AND CONDITIONS

Labor Law Policy and Acknowledgment.
The following provision supplements the Acknowledgment of Nature of Awards section of Exhibit A:
In accepting this Award, you acknowledge and agree that (i) you are making an investment decision, (ii) the Shares will be issued to you only if the vesting conditions are met and any necessary services are rendered by you over the vesting period, and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to you.
Compliance with Law.

In accepting this Award, you agree to comply with applicable Brazilian laws, and to report and pay all Tax-Related Items associated with the vesting of this Award or the subsequent sale of Shares acquired under the Plan.

NOTIFICATIONS

Exchange Control Information.
If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than USD 1,000,000. Quarterly reporting is required if such amount exceeds USD 100,000,000. Assets and rights that must be reported include Shares acquired under the Plan and may include the Award.
Tax on Financial Transactions (IOF).

Payments to foreign countries and repatriation of funds into Brazil, and the conversion between BRL and USD associated with such fund transfers, may be subject to the Tax on Financial Transactions. It is your responsibility to comply with any applicable Tax on Financial Transactions arising from participation in the Plan.
A-20

Exhibit 10.14(h)
You should consult with your personal tax advisor for additional details.

MEXICO

TERMS AND CONDITIONS

Acknowledgement of the Award Agreement.
In accepting the Award, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and the Award Agreement in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement. You further acknowledge that you have read and specifically and expressly approve the terms and conditions of the Acknowledgment of Nature of Awards section of Exhibit A, in which the following is clearly described and established:
a)That your participation in the Plan does not constitute an acquired right.
b)That the Plan and your participation in the Plan is offered by the Company on a wholly discretionary basis.
c)That your participation in the Plan is voluntary.
d)That the Company and Affiliates are not responsible for any decrease in the value of the Shares granted under the Plan.
Labor Law Policy and Acknowledgement.
By participating in the Plan, you expressly recognize that the Company, Restaurant Brands International, Inc., with registered offices at 130 King Street West, Suite 300, M5X 1E1, Toronto, Ontario, Canada, is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company, since you are participating in the Plan on a wholly commercial basis. Based on the foregoing, you expressly recognize that the Plan and any benefits you may derive from participation in the Plan do not establish any rights between you and the Employer or any other Affiliate, and do not form part of the employment conditions and/or benefits provided by the Employer, and any modification of the Plan or its termination will not constitute a change or impairment of the terms and conditions of the your employment.
You further understand that participation in the Plan is as a result of a unilateral and discretionary decision of the Company. Therefore, the Company reserves the absolute right to amend and/or discontinue the your participation at any time without any liability to you.
A-21

Exhibit 10.14(h)
Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, any Affiliate, its shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento de la Política.
Derivado de mi aceptación, reconozco que he recibido una copia del Plan, he revisado el mismo y el Convenio en su totalidad y comprendo y estoy de acuerdo con los todas las disposiciones tanto del Plan como del Convenio. Asimismo, reconozco que he leído y específica y expresamente manifiesto mi conformidad con los términos y condiciones del Reconocimiento de la sección Naturaleza del Otorgamiento del Anexo A en el cual se establece claramente que:
a)Mi participación en el Plan de ninguna manera constituye un derecho adquirido.
b)Que el Plan y mi participación en el mismo es una oferta por parte de la Compañía de forma completamente discrecional.
c)Que mi participación en el Plan es voluntaria.
d)    Que la Compañía y sus Afiliados no son responsables de cualquier pérdida en el valor de las Acciones otorgadas mediante el Plan.
Política de Legislación Laboral y Acuse de Recibo.
Al participar en el Plan, Ud. expresamente reconoce que la Compañía, Restaurant Brands International, Inc., con oficinas registradas en 130 King Street West, Suite 300, M5X 1E1, Toronto, Ontario, Canada, únicamente es responsable de la administración del Plan y que la participación suyo en el Plan y la adquisición de Acciones no constituye una relación de trabajo entre Ud. y la Compañía, por causa que Ud. está participando en el Plan en una base enteramente comercial. Con base en lo anterior, Ud. expresamente reconoce que el Plan y cualquier prestación que pueda recibir de la participación en el Plan no establece derecho alguno entre Ud. y el Patrón, o cualquier otro Afiliado, y no forma parte de las condiciones de trabajo y/o prestaciones provistas por el Patrón, y que cualquier modificación al Plan o la terminación del mismo no constituirán un cambio o deterioro de las condiciones de su trabajo.
A su vez, Ud. comprende que la participación en el Plan se da como resultado de una decisión unilateral y discrecional de la Compañía. Por lo que la Compañía se reserva el derecho absoluto de modificar y/o discontinuar su participación en cualquier momento y sin ninguna responsabilidad hacia Ud.
A-22

Exhibit 10.14(h)
Finalmente, Ud. en este acto declara que no se reserva ninguna acción o derecho para intentar reclamación alguna en contra de la Compañía por cualquier compensación o daños relacionada con cualquier provisión del Plan o de los beneficios derivados del mismo, por lo que Ud. otorga el más amplio y completo finiquito a la Compañía, sus Afiliados, sus accionistas, directivos, agentes o representantes legales en relación a cualquier reclamación que pueda presentarse.
NOTIFICATIONS

Securities Law Information.
The Performance Units and the Shares offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Award Agreement and any other document relating to the Performance Units may not be publicly distributed in Mexico. These materials are addressed to you only because of your existing relationship with the Company or an Affiliate and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of an Affiliate in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
SINGAPORE

TERMS AND CONDITIONS

Sale of Shares.

Any sale or offer of Shares shall be made pursuant to one or more exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”), or pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

NOTIFICATIONS

Securities Law Information.

The grant of this Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA and is not made with a view to this Award or underlying Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement.
A-23

Exhibit 10.14(h)

If you are a director, associate director or shadow director of the Company’s Singapore Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Affiliate in writing when you receive an interest (e.g., this Award, Shares) in the Company or Affiliate. In addition, you must notify the Singapore Affiliate when you sell Shares (including when you sell Shares issued upon settlement of this Award). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any Affiliate. In addition, a notification of your interests in the Company or Affiliate must be made within two business days of becoming a director.

SWITZERLAND

NOTIFICATIONS

Securities Law Information.
Neither this document nor any other materials relating to the offer of this Award (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on Financial Services (“FinSA”), (ii) may be publicly distributed or otherwise made publicly available in Switzerland to any person other than an employee of the Company or any of its Affiliates, or (iii) has been or will be filed with, approved by or supervised by any Swiss reviewing body according to article 51 of FinSA or any Swiss regulatory authority (e.g., the Swiss Financial Market Supervisory Authority).

URUGUAY
TERMS & CONDITIONS

Data Privacy Notice and Consent.

The following provision supplements the Data Privacy Notice and Consent section of Exhibit A:

You understand that Data will be collected by the Employer and will be transferred to the Company at 130 King Street, Suite 300, Toronto, Ontario M5X 1E1 Canada and/or 5707 Blue Lagoon Drive, Miami, FL 33126 USA, and/or any financial institutions or brokers involved in the management and administration of the Plan. You further understand that any of these entities may store Data for purposes of administering your participation in the Plan.



A-24

Exhibit 10.14(h)
EXHIBIT C

RESTAURANT BRANDS INTERNATIONAL INC.
2023 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS TO THE
PERFORMANCE AWARD AGREEMENT FOR PARTICIPANTS IN CANADA

Certain capitalized terms used but not defined in this Exhibit C have the meanings set forth in the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (the “Plan”) and/or the Performance Award Agreement (the “Award Agreement”).

TERMS AND CONDITIONS

This Exhibit C includes additional terms and conditions that govern this Award granted to you under the Plan if you reside and/or work in Canada. If you are a citizen or resident of a country other than Canada, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the Committee shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.

NOTIFICATIONS

This Exhibit C also includes information regarding securities, exchange controls, tax and certain other issues of which you should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Canada as of January 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Exhibit C as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time the Performance Units subject to this Award vest and settle or you sell Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of a particular result. Accordingly, you should seek appropriate professional advice as to how the relevant laws in Canada may apply to your situation.

Finally, if you are a citizen or resident of a country other than Canada, transfer employment and/or residency after this Award is granted or are considered a resident of another country for local law purposes, the information contained herein may not be applicable to you.


A-25

Exhibit 10.14(h)
TERMS AND CONDITIONS

Termination.

The following provision supplements the Termination section of Exhibit A:

Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, your right to vest in the Award under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period, but you will not be entitled to any pro-rated vesting if the Vesting Date falls after the end of your minimum statutory notice period, nor will you be entitled to any compensation for lost ability to vesting in the Award.
Taxes.

The following provisions replace the third paragraph under the Taxes section of Exhibit A:

Prior to the relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding and payment on account obligations of the Company and/or the Employer. In this regard, you authorize the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (1) sell or arrange for the sale of Shares that you acquire to meet the withholding obligation for Tax-Related Items (on your behalf pursuant to this authorization without further consent), and/or (2) withhold the amount of Shares necessary to satisfy the Tax-Withholding Items.
The following provisions regarding language consent and data privacy will apply if you are a resident of Quebec:

Language Consent.

The parties acknowledge that it is their express wish that the Award Agreement, as well as all addenda, documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette Convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice and Consent.

A-26

Exhibit 10.14(h)
The following provision supplements the Data Privacy Notice and Consent section of Exhibit A:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration and operation of the Plan for purposes that relate to the administration of the Plan. You further authorize the Company, its Affiliates and the Committee to disclose and discuss the Plan with their advisors. You acknowledge and agree that your personal information, including any sensitive personal information, may be transferred or disclosed outside of the province of Quebec, including to the U.S. You further authorize the Employer, the Company, and any other Affiliate to record such information and to keep such information in your employee file. If applicable, you also acknowledge and authorize the Company, the Employer, and any other Affiliate involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.

NOTIFICATIONS

Securities Law Information.

You are permitted to sell Shares acquired under the Plan through the designated broker, if any, provided the sale of the Shares acquired under the Plan takes place through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange or the Toronto Stock Exchange), subject to applicable laws and Company policies.

Foreign Asset/Account Reporting Information.

You must report annually on Form T1135 (Foreign Income Verification Statement) any foreign specified property you hold (including any Shares acquired under the Plan, if held outside Canada), if the total value of such foreign specified property exceeds C$100,000 at any time during the year. The unvested portion of this Award also must be reported (generally at nil cost) on Form 1135 if the C$100,000 threshold is exceeded due to other foreign specified property you hold. If Shares are acquired, the cost generally is their adjusted cost base (the “ACB”). The ACB would normally equal the Fair Market Value of the Shares at the time of acquisition, but if you own other Shares, the ACB may have to be averaged with the ACB of the other Shares. The form must be filed with your annual tax return by April 30 of the following year. You should consult with a personal advisor to ensure you comply with the applicable reporting obligation.


A-27
EX-31.1 3 qsr_2025630xex-311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION
I, Joshua Kobza, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Inc.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
/s/ Joshua Kobza
Joshua Kobza
Chief Executive Officer
Dated: August 7, 2025


EX-31.2 4 qsr_2025630xex-312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION
I, Sami Siddiqui, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Restaurant Brands International Inc.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Sami Siddiqui
Sami Siddiqui
Chief Financial Officer
Dated: August 7, 2025


EX-32.1 5 qsr_2025630xex-321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Inc. (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua Kobza, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

/s/ Joshua Kobza
Joshua Kobza
Chief Executive Officer
Dated: August 7, 2025


EX-32.2 6 qsr_2025630xex-322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Restaurant Brands International Inc. (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sami Siddiqui, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sami Siddiqui
Sami Siddiqui
Chief Financial Officer
Date: August 7, 2025