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Restaurant Brands International Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

QSR$77.69-1.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001618756-25-000292

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001618756-25-000300

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 104 previous paragraphs and 114 current paragraphs.

59 unchanged; 45 reworded; 10 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

During the three months ended September 30, 2025, the increase in Total revenues was primarily driven by an increase in Supply chain sales and increases in system-wide sales in our five franchisor segments.

Current report

During the three months ended September 30, 2025, the increase in Income from operations was primarily driven by increases in segment income in each of our five franchisor segments and a decrease in net losses on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financing.

Current report

During the three months ended September 30, 2025, the decrease in general and administrative expenses was primarily driven by decreases in Segment G&A in our TH, INTL, BK and PLK segments, partially offset by an increases in RH and BK China Transaction costs.

Current report

During the three months ended September 30, 2025, the increase in Total revenues was primarily driven by an increase in Advertising revenues and other services primarily due to higher advertising fund contributions from franchisees reflecting an increase in the contribution rate. Adjusted Operating Income remained relatively consistent with the prior year.

Current report

Franchise and property revenues and Segment F&P expenses also include the impacts of convention revenue and expenses recognized in the second quarter of 2025 and 2024, which had an immaterial net impact to Adjusted Operating Income.

Current report

Franchise and property revenues and Segment F&P expenses also include the impacts of convention revenue and expenses recognized in the third quarter of 2025 and 2024, which had an immaterial net impact to Adjusted Operating Income.

Current report

During the nine months ended September 30, 2025, Franchise and property revenues and Segment F&P expenses also include the impacts of Burger King international convention revenue and expenses recognized in 2025, while we did not have a Burger King international convention in 2024. Convention-related revenues and expenses have an immaterial net impact to Adjusted Operating Income.

Current report

For the three months ended September 30, 2025, the increase in Total revenues was primarily driven by an increase in Carrols Burger King restaurant sales due to comparable sales growth.

Current report

For the three months ended September 30, 2025, the decrease in Adjusted Operating Income was primarily driven by an increase in Company restaurant expenses due to higher commodity costs, primarily driven by beef, and higher restaurant wages. Additionally, Advertising expenses and other services increased due to an increase in restaurant sales and an increase in the contribution rate from Carrols Burger King restaurants, consistent with the rate increase for the rest of the Burger King U.S system. These factors were partially offset by the increase in Total revenues.

Current report

The increase in Adjusted Operating Income for the three months ended September 30, 2025 reflects increases in segment income in each of our five franchisor segments, partially offset by a decrease in segment income in the RH segment.
Reworded paragraphs (45)

Previous wording

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.

Current wording

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. This approach reflects RBI's intent 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.

Previous wording

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

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.

Current wording

During the nine months ended September 30, 2025, the increase in Total revenues was 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.

Previous wording

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.

Current wording

During the nine months ended September 30, 2025, the decrease in Income from operations was primarily driven by an increase in net losses on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financing, the non-recurrence of a $79 million gain recognized during the nine months ended September 30, 2024 in connection with the Carrols Acquisition, and an unfavorable FX Impact. These factors were partially offset by increases in segment income in each of our segments.

Previous wording

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.

Current wording

During the three months ended September 30, 2025, the increase in Net income from continuing operations was primarily driven by an increase in Income from operations and a decrease in Interest expense, net, partially offset by an increase in Income tax expense from continuing operations.

Previous wording

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.

Current wording

During the nine months ended September 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 a decrease in Interest expense, net and the non-recurrence of loss on early extinguishment of debt.

Previous wording

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.

Current wording

During the nine months ended September 30, 2025, the increase in general and administrative expenses was primarily driven by increases in RH Segment G&A, reflecting a full nine 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 TH, BK, INTL and PLK segments.

Previous wording

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.

Current wording

The change in (income) loss from equity method investments during the nine months ended September 30, 2025 reflects the non-recurrence of a $79 million gain recognized during the nine months ended September 30, 2024 in connection with the Carrols Acquisition that resulted from an increase in the value of our existing 15% equity interest in Carrols. In addition, the change in (income) loss from equity method investments during the three and nine months ended September 30, 2025 also reflects the changes in earnings of our equity method investments, primarily driven by BK China which we now consolidate.

Previous wording

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.

Current wording

Net losses (gains) on foreign exchange consist of remeasurement of foreign denominated assets and liabilities, primarily related to 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.

Previous wording

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.

Current wording

During the three and nine months ended September 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.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2024, we recorded a $1 million and $33 million loss on early extinguishment of debt, respectively, that primarily reflects expensing of fees and the write-off of unamortized debt issuance costs in connection with various amendments to our credit agreement.

Previous wording

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.

Current wording

Our effective tax rate was 17.6% and 16.7% for the three months ended September 30, 2025 and 2024, respectively, and 22.1% and 17.2% for the nine months ended September 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.

Previous wording

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.

Current wording

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. The OBBBA did not have a material impact on our financial statements for the three and nine months ended September 30, 2025 and we do not expect a material impact going forward.

Previous wording

Segment Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Current wording

Segment Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Total revenues were primarily driven by higher Supply chain sales due to increases in commodity prices, system-wide sales, and CPG net sales. Results were also impacted by unfavorable FX Impacts.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Adjusted Operating Income were primarily driven by increases in Total revenues and decreases in Segment G&A due primarily to lower compensation-related expenses, partially offset by higher Supply chain cost of sales due primarily to increases in Supply chain sales. Results were also impacted by unfavorable FX Impacts.

Previous wording

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.

Current wording

During the nine months ended September 30, 2025, Franchise and property revenues and Segment F&P expenses also include the non-recurrence of convention revenue and expenses recognized in 2024, which had an immaterial net impact to Adjusted Operating Income.

Previous wording

(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.

Current wording

(a)Franchise and property revenues include intersegment revenues with RH consisting of royalties and rent of $28 million and $83 million during the three and nine months ended September 30, 2025, respectively, and $28 million and$43 million during the three and nine months ended September 30, 2024, respectively, which are eliminated in consolidation.

Previous wording

(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.

Current wording

(b)Advertising revenues and other services include intersegment revenues with RH consisting of advertising contributions and tech fees of $21 million and $63 million during the three and nine months ended September 30, 2025, respectively, and $18 million and $28 million during the three and nine months ended September 30, 2024, respectively, which are eliminated in consolidation.

Previous wording

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.

Current wording

During the three and nine months ended September 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.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Adjusted Operating Income were driven by the non-recurrence of $8 million and $20 million, respectively, 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. For the nine months ended September 30, 2025, these factors were partially offset by net bad debt expenses in the current year compared to net bad debt recoveries in the prior year, which are reflected in Segment F&P expenses.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, Franchise and property revenues and Segment F&P expenses reflect the impacts of convention revenue and expenses recognized in the third quarter of 2025. In the prior year, convention revenue and expenses were recognized in the fourth quarter. Convention-related revenues and expenses have an immaterial net impact to Adjusted Operating Income.

Previous wording

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.

Current wording

During the nine months ended September 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.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Total revenues and Adjusted Operating Income were primarily driven by the increase in system-wide sales.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Total revenues 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 $29 million of revenues from BK China which were recognized during the three and nine months ended September 30, 2024, respectively. Results were also impacted by a favorable FX Impact during the three months ended September 30, 2025 and an unfavorable FX Impact during the nine months ended September 30, 2025.

Previous wording

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.

Current wording

During the three and nine months ended September 30, 2025, the increases in Adjusted Operating Income were driven by increases in Total revenues and decreases in Segment G&A due primarily to lower compensation-related expenses, partially offset by increases in Segment F&P expenses driven by increases in net bad debt expenses. Results were also impacted by a favorable FX Impact during the three months ended September 30, 2025 and an unfavorable FX Impact during the nine months ended September 30, 2025.

Previous wording

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.

Current wording

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 month periods ended September 30, 2025 and 2024. RH segment revenues, expenses and segment income reflect the full nine month period ended September 30, 2025 compared to a partial period for the nine months ended September 30, 2024.

Previous wording

(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.

Current wording

(a)Restaurant occupancy and other expenses include intersegment royalties and property expense of $28 million and $83 million for the three and nine months ended September 30, 2025, respectively, and $28 million and$43 million for the three and nine months ended September 30, 2024, respectively, which are eliminated in consolidation.

Previous wording

(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.

Current wording

(b)Advertising expenses and other services include intersegment advertising expenses and tech fees of $21 million and $63 million for the three and nine months ended September 30, 2025, respectively, and $18 million and $28 million for the three and nine months ended September 30, 2024, respectively, which are eliminated in consolidation.

Previous wording

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.

Current wording

The increase in Adjusted Operating Income for the nine months ended September 30, 2025 reflects increases in segment income in each of our five franchisor segments, partially offset by an unfavorable FX Impact of $22 million.

Previous wording

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.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $1,206 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.

Previous wording

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.

Current wording

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 nine months ended September 30, 2025, we provided $137 million of funding to BK China. As of September 30, 2025, cash and cash equivalents for BK China was $91 million, reflected in assets held for sale – discontinued operations, and outstanding debt was $207 million, reflected in liabilities held for sale – discontinued operations. This business may require additional funding while we work to identify a new controlling shareholder.

Previous wording

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.

Current wording

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 September 30, 2025, we have funded $160 million out of up to $550 million planned toward the Royal Reset investments.

Previous wording

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.

Current wording

As of September 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 fixed-rate interest payments in the next twelve months in connection with these outstanding cross-currency swaps.

Previous wording

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.

Current wording

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. This share repurchase authorization replaced RBI's prior two-year authorization to repurchase up to $1,000 million of our common shares until September 30, 2025, which had an authorization of $500 million remaining at the time of its replacement. On September 12, 2025, in furtherance of the new share repurchase authorization, we announced that the Toronto Stock Exchange had accepted and approved the notice of our intention to renew our normal course issuer bid, permitting the repurchase of up to 32,326,078 common shares for the 12-month period commencing September 16, 2025 and ending on September 15, 2026. As of September 30, 2025, we had $1,000 million remaining under the new authorization. Repurchases under the authorization may be made in the open market, either on the Toronto Stock Exchange or the New York Stock Exchange, or through privately negotiated transactions.

Previous wording

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.

Current wording

As of September 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”), 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.

Previous wording

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%.

Current wording

As of September 30, 2025, there was $5,942 million outstanding principal amount under our Term Loan Facilities with a weighted average interest rate of 5.76%. 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%.

Previous wording

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.

Current wording

Based on the amounts outstanding under the Term Loan Facilities and SOFR as of September 30, 2025, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $345 million in interest payments and $79 million in principal payments. In addition, based on SOFR as of September 30, 2025, net cash settlements that we expect to receive on our $4,000 million interest rate swaps are estimated to be approximately $68 million for the next twelve months. Based on the amounts outstanding at September 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.

Previous wording

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.

Current wording

As of September 30, 2025, we were in compliance with all applicable financial debt covenants under the Credit Facilities and the indentures governing our Senior Notes.

Previous wording

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.

Current wording

As of October 24, 2025, we had outstanding 327,812,087 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.

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