OTC: RSTRF

Popeyes® - Founded in 1972, Popeyes is the world’s second largest quick service chicken concept, as measured by total number of restaurants, and delivers guests a unique “Louisiana” style menu featuring fried bone-in chicken, chicken tenders, chicken sandwiches, wings, and regional items.

Firehouse Subs® - Founded in 1994, Firehouse Subs is a leading player in the sandwich category in North America delivering guests hot and hearty subs piled high with quality steamed meats and cheese, as well as chili, soups, and other sides.

The following is a summary of our brands as of and for the year ended December 31, 2025:

Number of Restaurants

BrandU.S. and CanadaInternationalGlobalNumber of Countries and TerritoriesGlobal System Wide Sales

($ in millions)

Tim Hortons4,586 1,646 6,232 21 $8,248

Burger King7,025 12,875 19,900 126 $29,368

Popeyes3,578 1,835 5,413 51 $7,789

Firehouse Subs1,449 47 1,496 9 $1,357

Consolidated16,638 16,403 33,041 $46,762

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Our Business Strategy

Our strategic focus is centered on delivering three core pillars – Quality, Service, and Convenience – which we believe resonate with guests, franchisees, and the broader market and will allow us to deliver financial growth to our franchisees and RBI’s shareholders.

•High Quality Food and Experienced Franchisees

◦We are dedicated to consistently serving our guests high-quality food and beverages, both through everyday menu items and innovative limited-time promotions. We believe the development of new products is a key driver of the long-term success of our brands. Based on guest feedback, we seek to drive innovation designed to increase traffic, expand our guest base, strengthen underutilized dayparts and continue to build brand leadership in food quality and taste. We seek to recruit experienced and motivated franchisees, provide them a quality business model and work with them to increase restaurant sales and profitability, as we believe that franchisee profitability is critical to growing our brands around the world.

•Service Excellence is at the Heart of the Guest Experience

◦We believe that promoting consistent service excellence, across all of our brands and restaurants, is vital to our growth. We are working to enhance the guest experience through comprehensive training programs, modernized restaurant operations that leverage innovative technology and digital solutions and reimaged restaurants that improve both aesthetics and operational efficiency. Enhancing capabilities such as loyalty programs and digital ordering platforms including kiosks, allows us to provide more seamless and personalized interactions with guests.

•Increasing Convenience

◦We are committed to increasing convenience for our guests by expanding our global footprint through accelerated net restaurant growth, renovating existing restaurants, and strengthening drive-thru and delivery channels. We believe that refreshed, renovated restaurants enhance our brands’ images and drive franchisee profitability, and we work collaboratively with our franchisees to upgrade the image of our brands.

We believe that our focus on these three pillars will not only enhance profitability for our business and our franchisees, but also reinforce our commitment to the local communities where our restaurants operate.

Operating Segments

We report our results under the following six operating and reportable segments:

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 (“BK”);

3.Popeyes Louisiana Kitchen - Operations of our Popeyes brand in the U.S. and Canada, including the Popeyes restaurants acquired as part of the Carrols Acquisition (“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 Popeyes China (“PLK China”) and Firehouse Subs Brazil (“FHS Brazil”) restaurants (“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”).

We intend to increase the pace of refranchising for the Burger King restaurants acquired in the Carrols Acquisition and to accelerate net restaurant growth at PLK China and FHS Brazil. We expect to refranchise the majority of the acquired Burger King restaurants with motivated, local franchisees who will focus on continuing to enhance the guest service experience. We also plan to find new partners for the PLK China restaurants and FHS Brazil restaurants over time.

Additional financial information about our reportable segments can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 4, “Segment Reporting and Geographic Information,” to the accompanying consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data.”

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Recent Developments

On January 30, 2026, we closed our previously announced joint venture with CPE Alder Investment Limited, a fund managed by CPE (“CPE”), with respect to the operations of Burger King China (such joint venture, the “Burger King China JV”). CPE now owns approximately 83% of Burger King China JV, while we own approximately 17% and have a seat on its board of directors. We originally acquired the operations of Burger King China from our former joint venture partners on February 14, 2025, and determined that the criteria for classification as held for sale were met as of that date. We have presented the financial position and results of operations of Burger King China as discontinued operations in our consolidated financial statements as of and for the year ended December 31, 2025. See Note 7, “BK China,” to the accompanying consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data" for additional information regarding this transaction.

Franchise and Development Agreements

Our franchise model is designed to drive both operational efficiency and brand consistency. Franchise agreements can be either individual agreements for a specific restaurant or master agreements that cover a number of restaurants.

U.S. and Canada

In the U.S. and Canada, our franchise agreements generally have a 10-year or 20-year term with the opportunity to renew for additional terms ranging from 5 to 20 years upon payment of an additional franchise fee. Royalties for standard restaurants typically range from 3.0% to 6.0% of gross sales, based in part on whether we own or sublease the property to a franchisee. Royalty rates for non-standard restaurants, including self-serve kiosks and strategic alliances with third parties, vary and are negotiated on a case-by-case basis. As part of our development approach in the U.S. and Canada, we sometimes enter into development agreements with franchisees to open restaurants within specific geographic areas. Some of these agreements provide limited exclusivity and incentives to encourage the development of additional restaurants. From time to time, we offer limited-term incentive programs to franchisees, which may result in adjustments to franchise fees and/or royalties. Such programs may negatively impact our cash flow in the short term but are intended to positively impact royalty income in the long term.

International

Internationally, we enter into (i) master franchise agreements that grant franchisees exclusive sub-franchising rights and (ii) development agreements that grant franchisees exclusive or non-exclusive development rights in the relevant markets. We also hold equity stakes in certain of our large master franchisees and may participate in strategic master franchise joint ventures as part of our international growth strategy. The franchise fees, royalty rates, and advertising contributions paid by master franchisees or developers vary from country to country.

In 2025, we entered into (i) new master franchise agreements for Burger King and Popeyes in Ireland and for Firehouse Subs in Australia, and (ii) new development agreements for Burger King in Uzbekistan, Kazakhstan, and Bahrain, for Popeyes in Mexico, Hungary, and Azerbaijan, and for Firehouse Subs in Mexico. In connection with the closing of the Burger King China JV, we entered into a master franchise agreement with the joint venture, with royalties initially at a lower rate that will step to the full historical rate over time.

Franchise Restaurant Leases

As of December 31, 2025, we leased or subleased approximately 4,700 properties, primarily to TH and BK franchisees. Franchisees typically pay monthly rent based on a percentage (usually 8.5% to 10.0%) of monthly gross sales and/or fixed monthly rent based on the terms of an underlying lease. Franchisees who lease properties from us are obligated to pay all costs and expenses, including all real property taxes and assessments, repairs, maintenance, and insurance. In many cases, we will contribute toward the cost of remodeling leased properties in connection with extensions of the underlying lease.

Advertising and Promotions

Our restaurants are required to utilize a percentage of their sales for advertising programs with the goal of increasing sales and enhancing the reputation of the brands. Advertising fund contributions range from 2.0% to 5.0% of gross sales and are used to pay for expenses relating to marketing, advertising, promotion, market research, production, sales promotions, social media campaigns, technology initiatives, and other related support functions for the respective brands. We manage the advertising funds for each of our brands in the U.S., Canada, and a few international markets. Franchisees manage the advertising funds for each of our brands in most of our international markets, including those in master franchised markets. As part of our global marketing strategy, we provide franchisees with advertising support and guidance in order to deliver a consistent global brand message.

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Operations Support

Our operations strategy is designed to deliver best-in-class restaurant operations by our franchisees and to improve friendliness, cleanliness, speed of service, and overall guest satisfaction. Each of our brands has uniform operating standards and specifications relating to product quality, cleanliness, and maintenance, and restaurants are subject to periodic inspection for compliance. In addition, our restaurants are required to be operated in accordance with quality assurance and health standards that each brand has established, as well as standards set by applicable governmental laws, regulations, and health authority guidelines. Franchisees typically participate in initial and ongoing training programs to learn all aspects of operating a restaurant in accordance with our operating standards. We provide additional support for franchisees through our regionally based brand field teams.

Manufacturing, Supply and Distribution

We approve the suppliers of the food, packaging, equipment, and other products used in our restaurants. Our comprehensive supplier approval process requires food and packaging products worldwide to pass our quality standards and the suppliers’ manufacturing processes and facilities to pass on-site food safety inspections.

TH Manufacturing and Supply Chain

Our TH segment includes significant supply chain operations that provide production, procurement, warehousing, and distribution services for our Canadian and U.S. restaurants.

•Proprietary Coffee Blends. We operate two coffee roasting facilities where we roast the majority of the coffee for our Tim Hortons restaurants globally and blend the beans for our take home, packaged coffee. We utilize third-party roasting or manufacturing facilities for other take home products and some international markets. The supply and price for high-quality coffee beans can fluctuate significantly, so we monitor the world market for green (unroasted) coffee and contract for future supply volumes to obtain expected requirements of high-quality coffee beans at acceptable prices.

•Fondants, Fills, and Syrups. Our fondant and fills manufacturing facility is the primary supplier of the ready-to-use glaze, fondants, fills, and syrups, which are used in baked goods, beverages, and other Tim Hortons products in Canada and the U.S.

For the majority of the other products used in our TH Canada restaurants, we purchase products from suppliers and sell directly to our TH franchisees. Our procurement team identifies suppliers capable of meeting the quality standards for our products and delivering volumes consistent with the demand of our TH franchisees, and leverages personnel and resources in both Canada and Switzerland to maintain best practices, share supplier relationships, and manage supply chain and sustainability risks. Our distribution network includes nine distribution centers servicing our TH restaurants in Canada, five of which are owned and operated by us. We also own or lease a significant number of trucks and trailers that regularly deliver products to our Canadian restaurants from our distribution centers. In the U.S., we supply similar products to TH restaurants through third-party distributors.

Other Supply and Distribution

Products used in our Burger King, Popeyes, and Firehouse Subs restaurants around the world are sourced from third-party suppliers. Some suppliers pay us rebates based on items purchased by franchisees.

•BK and PLK U.S. and Canada. BK and PLK work with purchasing cooperatives that negotiate the purchase terms for most equipment and products (other than branded soft drinks) and manage distribution services with approved distributors from which BK and PLK franchisees purchase directly. We work with these purchasing cooperatives and suppliers to use our global purchasing framework and expertise to benefit franchisees. As of December 31, 2025, BK uses seven distributors in the U.S., four of which service approximately 92% of BK restaurants, and PLK uses ten broadline distributors in the U.S. of which four service approximately 83% of PLK restaurants, with additional distributors for poultry.

Burger King is obligated to purchase a specified number of gallons of soft drink syrup under volume commitment agreements with The Coca-Cola Company and Dr. Pepper/Snapple, Inc. As of December 31, 2025, we estimate that it will take approximately three and seven years, respectively, to complete the purchase commitment under each agreement. If these agreements were terminated, we would be obligated to pay approximately $156 million as of December 31, 2025, based on an amount per gallon of soft drink syrup remaining in the purchase commitments, including interest, and certain other costs.

•FHS U.S. and Canada. FHS franchisees purchase directly from distributors, which we have identified, qualified, and approved. As of December 31, 2025, FHS uses five distributors in the U.S., three of which serviced approximately 83% of the FHS restaurants, and one distributor for FHS restaurants in Canada.

•International. Internationally, the master franchisee or developer, as the case may be, is responsible for selecting the third-party suppliers and distributors and negotiating price, provided the suppliers and distributors are approved under our approval process, though they may participate in global or regional tenders for certain product categories led by our procurement

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function. In international markets without a master franchisee or developer, franchisees can make their own purchasing decisions from an approved supplier list. We encourage our international franchisees to source products from local suppliers that are approved by us, and we work with franchisees to approve potential suppliers and distributors in their local markets.

Intellectual Property

We own valuable intellectual property relating to our brands, including trademarks, service marks, patents, industrial designs, copyrights, trade secrets, and other proprietary information, some of which are of material importance to our business. The duration of trademarks and service marks varies by country, however, trademarks and service marks generally are valid and may be renewed as long as they are in use and/or properly registered.

Information Systems and Digital Technology

We believe that investing in information systems and digital technology will contribute to our and our franchisees’ continued growth and improved profitability in an increasingly digital and convenience-driven market. Key components of our programs are:

•Integrated information systems. Our restaurants utilize point-of-sale software from approved third-party vendors that allows us to assess how our new and existing products are performing around the world. Some of these vendors also offer labor scheduling, inventory, production management, cash control services, and other services, which improve the operational efficiency of our restaurants.

•Customizable Digital Delivery Applications. In the U.S., Canada, and several international markets, we have deployed an architecture that enables us to build custom guest-facing applications and integrate them with our third-party providers to support mobile ordering, web ordering, and kiosks. This allows us to offer our guests added convenience through third-party and white label delivery at many of our restaurants.

•Digital Loyalty Programs. We have established digital loyalty programs across all our brands in the U.S., Canada, and many of our international markets.

•Technology Enhanced Guest Experience. We are continuing to leverage technology, including artificial intelligence tools, to enhance the overall guest experience, including by modernizing the drive-thru experience and expanding the choices for how guests order, pay for, and receive their food.

Competition

Each of our brands competes in the U.S., Canada, and internationally with many well-established food service companies on the basis of product choice, quality, affordability, service, and location. Our competitors include a variety of independent local operators, in addition to well-capitalized regional, national, and international restaurant chains and franchises. We also compete for consumer dining dollars with national, regional, and local (i) quick service restaurants that offer alternative menus, (ii) casual and “fast casual” restaurant chains, (iii) convenience stores and grocery stores, and (iv) new concepts. Furthermore, delivery aggregators and other food delivery services provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urban areas. In addition, with few barriers to entry, new competitors may emerge at any time and quickly scale. Each of our brands also competes for qualified franchisees, suitable restaurant locations, management, and personnel.

Government Regulations and Affairs

We and our franchisees are subject to various national, federal, state, provincial, and local laws and regulations, including but not limited to laws and regulations relating to (i) licensing, food preparation (including manufacture, labeling, packaging, traceability, and safety of food), menu-labeling, and sustainability; (ii) public accommodation, design, accessibility, and operation of facilities; (iii) zoning, building, and fire regulations for our restaurants; (iv) health, sanitation, and safety standards in our restaurants; (v) traffic and transportation regulations in our distribution business, employment laws, including laws governing labor organizing, working conditions, work authorization requirements, health insurance, overtime and wages; (vi) information security, privacy, artificial intelligence and consumer protection laws; (vii) the environment, including laws concerning the handling, storage and disposal of hazardous materials and restaurant waste and the operation of restaurants in environmentally sensitive locations, (viii) the franchise relationship, including required disclosures to franchisees, and (ix) foreign investment, a variety of tariffs, and regulations on imported commodities and equipment.

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Sustainability

We are committed to the simple principle of doing what’s right. Our “Restaurant Brands for Good” report provides a framework for serving our guests the food and drinks they love while contributing to a sustainable future and having a positive social impact in the communities we serve. Our ongoing efforts will focus on three key pillars:

•Food. Serving high quality and great tasting food every day with a focus on food safety and improving choice, nutrition, and transparency in our sourcing of ingredients;

•Planet. Continuing to reduce our environmental footprint, with a focus on packaging and recycling, green buildings, and sustainable sourcing; and

•People & Communities. Supporting communities and enhancing livelihoods, with a focus on talent development, ethics and human rights, and improving supplier livelihoods.

The sustainability section of our corporate website sets forth our initiatives with respect to these pillars and will be updated periodically, but is not incorporated into this Annual Report on Form 10-K.

Seasonal Operations

Our restaurant sales are typically higher in the spring and summer months when the weather is warmer and typically lowest during the winter months. Furthermore, adverse weather conditions can have material adverse effects on restaurant sales. The timing of holidays may also impact restaurant sales. Because our businesses are moderately seasonal, results for any one quarter are not necessarily indicative of the results that may be achieved for any other quarter or for the full fiscal year.

Human Capital

As of December 31, 2025, we had approximately 53,500 employees, including approximately 3,400 corporate employees in our restaurant support centers and serving our franchisees from the field, approximately 1,300 employees in our distribution centers and manufacturing facilities, and approximately 48,900 employees in Company restaurants. Of our total employees as of December 31, 2025, approximately 33,700 were in the United States, approximately 2,100 were in Canada, and approximately 17,700 were based internationally. Our franchisees are independent business owners that separately employ team members in their restaurants.

We strive to create a workplace environment where our employees love coming to work each day; a place that is committed to inclusion, respect, accountability, and doing what is right. While our Board regularly receives updates from our People team, the compensation committee has oversight of our compensation program, and the audit committee has been tasked with oversight of workforce management risks. Our People team focuses on attracting, retaining, developing, and rewarding top talent.

•Attracting Top Talent. We identify and assess candidates from campuses and professional sources. In 2025, we hired approximately 600 new corporate employees and 200 new distribution and manufacturing employees. We have a dedicated onboarding program designed to get employees up to speed quickly, and foster a smooth transition into the workplace.

•Retaining Top Talent. Focusing on employee engagement and work environment enhancements, we regularly conduct anonymous surveys to seek feedback from our restaurant support center and field employees. Action plans are then put in place to address and improve employee sentiment.

•Developing Top Talent. We have a rigorous talent assessment process for restaurant support center and field employees built on specific competencies that we assess at both the employee and job level. We believe this data allows us to identify potential successors and illuminate potential opportunities for our employees in a more objective and unbiased way. In addition, we emphasize continuous training and development on topics such as management and leadership, new products and service offerings, and deployment of technologies. We also offer a formal mentoring program that connects employees from our restaurant support centers around the world. Our brand service days, which allow corporate employees to work in our restaurants, help link corporate decisions to their operational impact.

•Rewarding Top Talent. We are committed to providing market-competitive pay and benefits, affirming our pay for performance philosophy while balancing retention risk. Our incentive plan reinforces and rewards individuals for achievement of specific business goals.

While much of the work mentioned above relates to our corporate workforce, we also have adopted operational guidelines and policies applicable to our restaurant employees, and encourage our franchisees to adopt similar guidelines and policies.

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Philanthropic Foundations

RBI is committed to strengthening and giving back to the communities we serve through our brand foundations and by supporting local programs and issues that are close to our guests’ hearts. Our philanthropic foundations include:

Tim Hortons Foundation Camps and Smile Cookie Initiative. Created in 1974, Tim Hortons Foundation Camps are helping youth aged 12-16 from disadvantaged circumstances discover the strengths within themselves. The Tim Hortons Foundation’s annual Camp Day has sent thousands of youth to a multi-year camp-based program at one of seven Tims Camps in Canada and the U.S. In addition, the Tim Hortons annual Smile Cookie initiative allows franchisees to sell special Smile Cookies for a full week and donate 100% of the proceeds to the charities they select. Since the first-ever Smile Cookie campaign in 1996, this charitable campaign has raised millions of dollars for local charities, hospitals, and community programs.

The Burger King Foundation. Established in 2005, the Burger King Foundation creates brighter futures by empowering individuals and feeding potential through education and emergency relief. Since its inception, thousands of children and families have been supported through educational programs and employee emergency relief grants, with the Burger King Scholars Program awarding millions in scholarship funds alone.

The Popeyes Foundation. The Popeyes Foundation aims to strengthen communities with food and support in times of need. The Popeyes Foundation contributes to communities through third-party initiatives and, since 2018, has provided millions of meals to children in local communities. The foundation also provides emergency relief to Company and franchisee employees in the U.S. who may be victims of natural disasters or other emergency hardship situations.

Firehouse Subs Public Safety Foundation. The Firehouse Subs Public Safety Foundation, in both the U.S. and Canada, is committed to supporting public safety in our communities through providing lifesaving equipment to first responders as well as delivering prevention education to promote safety, offering scholarships for careers in public safety, and providing disaster relief assistance. The foundation strives to make a tangible impact in the communities it serves by supporting and empowering the heroes who work so tirelessly to keep us safe.

Available Information

All materials that we file electronically with the Securities and Exchange Commission (the “SEC”) are available free of charge on the Investor Relations section of our website at www.rbi.com, including this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after electronically filing or furnishing such material with the SEC and with the Canadian Securities Administrators. This information is also available at www.sec.gov, a website maintained by the SEC that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC, and at www.sedarplus.ca, a website maintained by the Canadian Securities Administrators (the "CSA"). The references to our website address, the SEC’s website address, and the CSA's website address do not constitute incorporation by reference of the information contained in these websites and should not be considered part of this document.

A copy of our Corporate Governance Guidelines, Code of Business Ethics and Conduct for Non-Restaurant Employees, Code of Ethics for Executive Officers, Code of Conduct for Directors, the Charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Conflicts Committee of our board of directors are posted in the Investor Relations section of our website at www.rbi.com.

Executive Offices

Our general partner’s principal executive offices are located at 5707 Waterford District Drive, Miami, Florida 33126 and 130 King Street West, Suite 300, Toronto, Ontario M5X 1E1, Canada. In North America, our brands are headquartered in their home markets where they were founded decades ago: Canada for Tim Hortons, and the U.S. for Burger King, Popeyes, and Firehouse Subs.

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