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Restaurant Brands International Inc.

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

QSR$77.52-0.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Table of Contents

RESTAURANT BRANDS INTERNATIONAL INC.

2025 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Page
PART I
Item 1.Business4
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments21
Item 1C.Cybersecurity21
Item 1.Executive Officers22
Item 2.Properties24
Item 3.Legal Proceedings24
Item 4.Mine Safety Disclosure24
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25
Item 6.Reserved26
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 7A.Quantitative and Qualitative Disclosures About Market Risk46
Item 8.Financial Statements and Supplementary Data53
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure102
Item 9A.Controls and Procedures102
Item 9B.Other Information102
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections103
PART III
Item 10.Directors, Executive Officers and Corporate Governance103
Item 11.Executive Compensation103
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters104
Item 13.Certain Relationships and Related Transactions, and Director Independence104
Item 14.Principal Accounting Fees and Services104
PART IV
Item 15.Exhibits and Financial Statement Schedules105

Tim Hortons® is a trademark of Tim Hortons Canadian IP Holdings Corporation. Burger King®, Whopper®, and BK® are trademarks of Burger King Company LLC. Popeyes® and Popeyes Louisiana Kitchen® are trademarks of Popeyes Louisiana Kitchen, Inc. Firehouse Subs® is a trademark of FRG, LLC.

Unless the context otherwise requires or unless otherwise indicated, all references to (i) “we,” “us,” “our,” "RBI," and “Company” refer to Restaurant Brands International Inc. and its subsidiaries, (ii) "Partnership" refer to the Restaurant Brands International Limited Partnership, (iii) “dollars” or “$” are to the currency of the United States, (iv) “Canadian dollars” or “C$” are to the currency of Canada, (v) “Company restaurants” refer to those restaurants owned by us, (vi) “our restaurants” or “system-wide restaurants” include Company restaurants and franchised restaurants, and (vii) "Carrols Acquisition" refers to our acquisition of Carrols Restaurant Group Inc. on May 16, 2024.

Explanatory Note

We are the sole general partner of Restaurant Brands International Limited Partnership, which is the indirect parent of The TDL Group Corp. (“TDL”), Burger King Company LLC (“BKC”), Popeyes Louisiana Kitchen, Inc. (“PLKI”), and FRG, LLC (“FRG”). As a result of our controlling interest, we consolidate the financial results of Partnership and record a noncontrolling interest for the portion of Partnership we do not own in our consolidated financial statements. Net income (loss) attributable to noncontrolling interests on the consolidated statements of operations presents the portion of earnings or loss attributable to the economic interest in Partnership owned by the holders of the noncontrolling interests. As sole general partner, we manage all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership (the “partnership agreement”). We have established a conflicts committee composed entirely of “independent directors” (as such term is defined in the partnership agreement) in order to consent to, approve or direct various enumerated actions on behalf of the Company (in its capacity as the general partner of Partnership) in accordance with the terms of the partnership agreement.

Each of the Company and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. This Annual Report on Form 10-K constitutes the Company’s Annual Information Form for purposes of its Canadian continuous disclosure obligations under National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”). Pursuant to an application for exemptive relief made in accordance with National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions, Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief exempts Partnership from the continuous disclosure requirements of NI 51-102, effectively allowing Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by the Company, for so long as certain conditions are satisfied. Among these conditions is a requirement that Partnership concurrently send to all holders of the Partnership exchangeable units all disclosure materials that the Company sends to its shareholders and a requirement that Partnership separately report all material changes in respect of Partnership that are not also material changes in respect of the Company.

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