Business Context and Reporting Period
Company: Restaurant Brands International Inc. (RBI)
Filing Type: Form 8-K (Current Report)
Date of Report: November 13, 2025
Event: Entry into a Material Definitive Agreement regarding a secondary offering of common shares by a selling shareholder.
Key Financial Metrics and Transaction Details
This filing details a secondary offering and does not report operational financial metrics such as revenue, profit, or cash flow for the company.
- Shares Offered: Up to 17,626,570 Common Shares.
- Offering Price: $68.72 per Common Share.
- Selling Shareholder: HL1 17 LP (an affiliate of 3G Capital Partners Ltd.).
- Underwriter/Forward Counterparty: BofA Securities, Inc.
- Company Proceeds: $0. RBI will not sell any shares and will not receive any proceeds from this offering.
- Expected Settlement: On or before December 3, 2025.
- Expected Closing: November 17, 2025.
Material Changes and Transaction Structure
The transaction involves a forward sale agreement where the Selling Shareholder will exchange Class B exchangeable limited partnership units in Restaurant Brands International Limited Partnership for Common Shares to satisfy the offering. The Forward Counterparty agreed to sell the shares to the Underwriter, with the Selling Shareholder physically settling the agreement by delivering the shares. This represents a change in share ownership structure but does not alter RBI's capital structure or debt levels.
Guidance, Outlook, and Restrictions
- Lock-Up Period: The Selling Shareholder, 3G Restaurant Brands Holdings LP, and affiliates have agreed not to dispose of or hedge Common Shares for 45 days following the Offering date, subject to exceptions and underwriter consent.
- Indemnification: RBI and the Selling Shareholder have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933.
- Management Commentary: The filing references press releases issued on November 13, 2025, regarding the exchange notice and pricing, but does not contain specific forward-looking guidance on operations or earnings within the text of this 8-K.
Investor Verification Checklist
- Verify the final number of shares sold and the total proceeds received by the Selling Shareholder upon settlement.
- Confirm the impact of the 45-day lock-up period on future share liquidity for 3G Capital affiliates.
- Review the attached press releases (Exhibits 99.1 and 99.2) for any additional context on the exchange notice.
- Note that this transaction generates no capital for RBI; investors should distinguish this from a primary offering.