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NYSE: QSR Restaurant Brands International Inc. 8-K

RBI to repurchase 2.8M units from 3G Capital affiliate for cash, reducing share count

Filed August 10, 2026 · Period ending August 10, 2026 · ~1 min read

3 key changes 2 high relevance

Key Changes

  • high

    RBI will repurchase 2,784,549 Class B exchangeable units from 3G Capital affiliate for cash using available cash on hand, cancelling the units and reducing fully diluted share count by the same amount.

    Exhibit 99 view on EDGAR →
  • high

    After the exchange settles, 3G Capital affiliate will hold approximately 21% of RBI's fully diluted common shares, down from current levels as they convert units to cash rather than shares.

    Exhibit 99 view on EDGAR →
  • medium

    Exchange settles August 31, 2026, with repurchase price based on 20-day volume weighted average price of RBI common shares on NYSE; exchange notice is irrevocable.

    Exhibit 99 view on EDGAR →

Summary

Restaurant Brands International disclosed that its partnership entity received an irrevocable exchange notice from a 3G Capital affiliate to exchange 2,784,549 Class B exchangeable units. Rather than issuing common shares, RBI will repurchase these units for cash using available cash on hand. The units will be cancelled, reducing RBI's fully diluted share count by the same amount.

After the exchange settles on August 31, 2026, the 3G Capital affiliate will hold approximately 21% of RBI's fully diluted common shares, representing a reduction in 3G's ownership stake. The repurchase price will be calculated using the 20-day volume weighted average price of RBI common shares traded on the NYSE in US dollars, per the partnership agreement terms. The share count reduction is modestly accretive, and the transaction demonstrates RBI's willingness to use cash on hand for capital allocation rather than diluting existing shareholders through unit-to-share conversions.

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View original filing on SEC.gov Press release (Ex 99) on EDGAR ↗

Figures/quotes linked to EDGAR · Narrative written by AI · Aug 11, 2026 · How we verify