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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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Restaurant Brands International Inc. (Name of Issuer) |
Common Shares, without par value (Title of Class of Securities) |
(CUSIP Number) |
Jill Granat c/o Restaurant Brands International Inc., 130 King Street West, Suite 300 Toronto, A6, M5X 1E1 (905) 339-6011 Asna Afzal, Esq. 3G Capital, Inc., 600 Third Avenue, 37th Floor New York, NY, 10016 (212) 893-6727 Brian M. Janson, Esq. Paul, Weiss, Rifkind, Wharton & Garrison, 1285 Avenue of the Americas New York, NY, 10019-6064 (212) 373-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/10/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3G Restaurant Brands Holdings General Partner Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
94,373,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
3G Restaurant Brands Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
94,373,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, without par value | |
| (b) | Name of Issuer:
Restaurant Brands International Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
5707 BLUE LAGOON DRIVE, MIAMI,
FLORIDA
, 33126. | |
Item 1 Comment:
This Amendment No. 25 to the initial Statement on Schedule 13D, filed on December 22, 2014 (the "initial Schedule 13D"), as amended by Amendment No. 1, filed on September 25, 2015, Amendment No. 2, filed on December 7, 2015, Amendment No. 3, filed on December 16, 2015, Amendment No. 4, filed on November 1, 2017, Amendment No. 5, filed on November 13, 2017, Amendment No. 6, filed on November 17, 2017, Amendment No. 7, filed on October 30, 2018, Amendment No. 8, filed on November 8, 2018, Amendment No. 9, filed on August 13, 2019, Amendment No. 10, filed on September 3, 2019, Amendment No. 11, filed on September 6, 2019, Amendment No. 12, filed on September 26, 2019, Amendment No. 13, filed on September 14, 2020, Amendment No. 14, filed on August 6, 2021, Amendment No. 15, filed on August 25, 2021, Amendment No. 16, filed on February 28, 2023, Amendment No. 17, filed on March 17, 2023, Amendment No. 18, filed on August 17, 2023, Amendment No. 19, filed on September 6, 2023, Amendment No. 20, filed on August 13, 2024, Amendment No. 21, filed on August 30, 2024, Amendment No. 22, filed on November 14, 2025, Amendment No. 23, filed on December 3, 2025 and Amendment No. 24, filed on August 10, 2026 (as amended, the "Schedule 13D"), amends and restates, where indicated, the Schedule 13D relating to the Common Shares of Restaurant Brands International Inc. (the "Issuer") by: (i) 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company ("3G RBH GP"); and (ii) 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership ("3G RBH"). Capitalized terms used in this Amendment No. 25 and not otherwise defined herein have the meanings given to them in the initial Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
On August 10, 2026, 3G RBH transferred 4,784,732 Exchangeable Units, consisting of Exchangeable Units for which 3G RBH submitted an exchange notice to RBI LP pursuant to the terms of the limited partnership agreement of RBI LP (herein the "2026 Exchange") and other Exchangeable Units (together with the 2026 Exchange, the "Transactions").
This Amendment is being filed primarily to report the Transactions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is hereby amended to add the following language:
As noted above, 3G RBH delivered to RBI LP an exchange notice to exchange 2,784,549 Exchangeable Units held by 3G RBH. The exchange notice became irrevocable on August 10, 2026 with respect to 2,784,549 Exchangeable Units. As announced by the Issuer on August 10, 2026, upon receipt of the exchange notice, the Issuer, in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the 2026 Exchange by repurchasing 2,784,549 Exchangeable Units for cash. The 2026 Exchange will be effected as of the close of business on August 31, 2026.
The Reporting Persons continue to hold 94,373,170 Exchangeable Units, for which they have not submitted any exchange notice.
Except as set forth in this Schedule 13D and in connection with the Transactions and the other transactions discussed herein, the Reporting Persons have no plan or proposals that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) and (b) of the Schedule 13D are hereby amended and replaced in their entirety with the following language:
(a) and (b)
As a result of the consummation of the Transactions, the Partnership Agreement, the Voting Trust Agreement and the subsequent transactions discussed herein, 3G RBH GP and 3G RBH beneficially own and may be deemed to have shared voting and dispositive power with respect to 94,373,170 Exchangeable Units. All Common Share and Exchangeable Unit numbers and percentages are based on (i) 348,758,065 total Common Shares outstanding as of July 31, 2026, as reported on the Issuer's Form 10-Q filed on August 6, 2026 and (ii) 94,373,170 Common Shares that would be issued upon exchange of the 94,373,170 Exchangeable Units as held by the Reporting Persons, and after giving effect to the transactions discussed herein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person, other than, solely with respect to the Exchangeable Units held by 3G RBH, that it is the beneficial owner of any of the Exchangeable Units or Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Except as set forth in this Item 5(a), none of the Reporting Persons and, to the knowledge of the Reporting Persons, no person named in Schedule A, beneficially owns any Common Shares.
The information set forth in Item 2 is incorporated by reference into this Item 5(b). | |
| (b) | See Item 5(a). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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