Restaurant Brands International Inc. (QSR) 2025 Annual Report – Key Investor Insights

Summary of Key Points

• Annual Report: Form 10-K filed for the fiscal year ended December 31, 2025.
• Company Profile: Restaurant Brands International Inc. (QSR) is a leading global operator in the quick service restaurant industry, with major brands including Burger King, Tim Hortons, Popeyes Louisiana Kitchen, and Firehouse Subs.
• Stock Information: Common Shares are listed on the New York Stock Exchange (NYSE: QSR) and the Toronto Stock Exchange. As of February 13, 2026, there were 346,504,193 common shares outstanding, and an additional 109,356,045 Class B exchangeable partnership units that are convertible on a one-to-one basis into common shares, potentially affecting dilution and market cap calculations.
• Market Capitalization: Aggregate market value of publicly held shares (non-affiliates) as of June 30, 2025, was \$21,428,256,686.
• Issuer Status: QSR is a well-known seasoned issuer, a large accelerated filer, and has complied with all reporting requirements. Not a shell company.
• Internal Controls & Audit: Management’s assessment of internal controls over financial reporting has been attested to by an independent auditor in compliance with Section 404(b) of Sarbanes-Oxley Act.
• No Restatements: There were no corrections of errors or restatements that would trigger compensation clawbacks for executive officers.
• Documents Incorporated: Portions of the upcoming proxy statement for the 2026 Annual General Meeting will be incorporated into Part III of the Form 10-K.
• Business Segments: Company operates through four main segments – Burger King, Tim Hortons, Popeyes Louisiana Kitchen, and Firehouse Subs – with extensive global and North American footprint.
• Risk Factors: The report includes a dedicated section for risk factors which may impact future performance, including cybersecurity, unresolved staff comments, and legal proceedings.
• Cybersecurity: The company provides information on cybersecurity risks and protocols, a key area for investor vigilance given recent industry trends.
• Legal Proceedings: Legal matters potentially affecting the company are disclosed, relevant for risk assessment.
• Financial Performance: Management’s Discussion and Analysis (MD&A) section offers an in-depth look at financial condition and results of operations for the fiscal year, crucial for investor evaluation.

Detailed Investor Analysis

Shareholder-Relevant, Price-Sensitive Information

• Outstanding Shares & Dilution: The existence of both common shares and Class B exchangeable partnership units means that the number of shares potentially available for trading may increase significantly if and when the Class B units are converted. This could affect the supply/demand dynamics and market capitalization.
• Market Capitalization: With a closing price-based market value of over \$21.4 billion, QSR remains a major player in the fast food sector, but investors should monitor changes in share count and any large transactions involving partnership units.
• Internal Control Attestation: The company’s clean audit attestation under Sarbanes-Oxley Section 404(b) signals robust internal controls and financial reporting reliability, reducing risk for investors.
• Legal & Compliance Risks: The absence of restatements or material error corrections is a positive indicator, but ongoing legal proceedings and staff comments are flagged for investor monitoring as potential future events could impact share value.
• Risk Factors & Cybersecurity: Explicit coverage of cybersecurity and other risk factors aligns with evolving market expectations. Any future breach or unresolved regulatory issue could have significant price implications.
• Segment Performance: Investors should pay attention to segmental results and any trends in the MD&A, particularly regarding international growth, operational challenges, or brand performance.
• Proxy Statement Incorporation: The upcoming proxy statement may include new governance, compensation, or strategic information, which could affect investor sentiment and share price.

Additional Details

• Securities Registration: Common Shares are registered under Section 12(b), with no securities registered under Section 12(g), indicating a straightforward capital structure.
• Reporting Compliance: QSR has been fully compliant with SEC requirements over the past year, providing confidence in regulatory standing.
• Emerging Growth Company Status: QSR is not an emerging growth company, so is not eligible for extended transition periods for new accounting standards; this means investors can expect timely adoption of new GAAP rules.
• Key Table of Contents Items: Investors should review sections on Business, Risk Factors, Cybersecurity, Executive Officers, Legal Proceedings, MD&A, and Market for Equity Securities for additional insights.

Potential Share Price Movers

• Conversion of Partnership Units: Any large-scale conversion of exchangeable units into common shares could dilute existing shareholders and impact stock price.
• Legal Proceedings: Updates or outcomes from legal proceedings may materially affect financial performance and share value.
• Cybersecurity Events: Any significant cybersecurity incident or disclosure could rapidly impact investor confidence and share price.
• Segment Performance: Material changes in segmental performance or international expansion/contraction could drive share price moves.
• Upcoming Proxy Statement: New information about governance, executive compensation, or strategic direction may be price-sensitive.

Conclusion

Restaurant Brands International Inc. remains a major global quick service restaurant operator, with robust internal controls, a clean audit, and strong compliance. Investors should closely monitor the conversion of partnership units, legal and cybersecurity risks, and forthcoming governance disclosures—all of which have the potential to materially affect share value in the medium term. The comprehensive MD&A and risk factor disclosures offer additional guidance for assessing future prospects.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to conduct their own due diligence and consult a qualified financial advisor before making investment decisions. The information presented is based on the Restaurant Brands International Inc. 2025 Annual Report as filed with the SEC, but may be subject to change or revision. Past performance is not indicative of future results.

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