qsr-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36786

RESTAURANT BRANDS INTERNATIONAL INC.

(Exact Name of Registrant as Specified in its Charter)

Canada

98-1202754

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

5707 Waterford District Drive

Miami,

Florida

United States

33126

(Address of Principal Executive Offices and Zip Code)

(305) 378-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Shares, without par value

QSR

New York Stock Exchange

Toronto Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 23, 2026, there were 348,350,731 common shares of the Registrant outstanding. In addition, as of October 23, 2026, there were 102,926,279 Class B exchangeable limited partnership units of Restaurant Brands International Limited Partnership which are exchangeable, on a one for one basis, into common shares of the Registrant.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

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		Page

PART I – Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

PART II – Other Information
Item 1.	Legal Proceedings	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

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PART I — Financial Information

Item 1. Financial Statements

RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions of U.S. dollars, except share data, Unaudited)


	As of
	September 30, 2026		December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	974	$	1,163
Accounts and notes receivable, net of allowance of $45 and $54, respectively	799		794
Inventories, net	237		205
Prepaids and other current assets	300		179
Assets held for sale - discontinued operations	—		489
Total current assets	2,310		2,830
Property and equipment, net of accumulated depreciation and amortization of $1,335 and $1,245, respectively	2,251		2,303
Operating lease assets, net	1,998		1,961
Intangible assets, net	10,880		11,190
Goodwill	6,166		6,306
Other assets, net	1,658		1,025
Total assets	$	25,263	$	25,615
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts and drafts payable	$	816	$	866
Other accrued liabilities	1,344		1,271
Gift card liability	168		249
Current portion of long-term debt and finance leases	89		68
Liabilities held for sale - discontinued operations	—		437
Total current liabilities	2,417		2,891
Long-term debt, net of current portion	13,184		13,250
Finance leases, net of current portion	243		261
Operating lease liabilities, net of current portion	1,941		1,900
Other liabilities, net	895		1,034
Deferred income taxes, net	1,055		1,120
Total liabilities	19,735		20,456
Shareholders’ equity:
Common shares, no par value; Unlimited shares authorized at September 30, 2026 and December 31, 2025; 348,600,694 shares issued and outstanding at September 30, 2026; 346,323,165 shares issued and outstanding at December 31, 2025	2,686		2,859
Retained earnings	2,490		1,795
Accumulated other comprehensive income (loss)	(1,236)		(1,020)
Total Restaurant Brands International Inc. shareholders’ equity	3,940		3,634
Noncontrolling interests	1,588		1,525
Total shareholders’ equity	5,528		5,159
Total liabilities and shareholders’ equity	$	25,263	$	25,615

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions of U.S. dollars, except per share data, Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues:
Supply chain sales	$	780	$	769	$	2,254	$	2,112
Company restaurant sales	608		588		1,784		1,746
Franchise and property revenues	814		778		2,329		2,201
Advertising revenues and other services	323		314		942		909
Total revenues	2,525		2,449		7,309		6,968
Operating costs and expenses:
Supply chain cost of sales	618		619		1,817		1,704
Company restaurant expenses	509		498		1,494		1,464
Franchise and property expenses	151		147		409		421
Advertising expenses and other services	354		342		1,064		1,017
General and administrative expenses	183		170		544		549
(Income) loss from equity method investments	(6)		(2)		(10)		(12)
Other operating expenses (income), net	20		12		(27)		244
Total operating costs and expenses	1,829		1,786		5,291		5,387
Income from operations	696		663		2,018		1,581
Interest expense, net	125		129		372		391

Income from continuing operations before income taxes	571		534		1,646		1,190
Income tax (benefit) expense from continuing operations	(133)		94		(168)		263
Net income from continuing operations	704		440		1,814		927
Net loss from discontinued operations (net of tax of $0)	—		4		—		7
Net income	704		436		1,814		920
Net income attributable to noncontrolling interests (Note 11)	162		121		427		257
Net income attributable to common shareholders	$	542	$	315	$	1,387	$	663

Earnings per common share (Note 2)
Basic net income per share from continuing operations	$	1.55	$	0.97	$	3.99	$	2.04
Basic net loss per share from discontinued operations	$	—	$	(0.01)	$	—	$	(0.02)
Basic net income per share	$	1.55	$	0.96	$	3.99	$	2.03

Diluted net income per share from continuing operations	$	1.54	$	0.96	$	3.95	$	2.03
Diluted net loss per share from discontinued operations	$	—	$	(0.01)	$	—	$	(0.01)
Diluted net income per share	$	1.54	$	0.96	$	3.95	$	2.01

Weighted average shares outstanding (in millions):
Basic	349		328		348		327
Diluted	457		457		459		456

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions of U.S. dollars, Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net income	$	704	$	436	$	1,814	$	920

Foreign currency translation adjustment	(41)		(206)		(414)		592
Net change in fair value of net investment hedges, net of tax of $9, $3, $5 and $(6)	4		119		141		(373)
Net change in fair value of cash flow hedges, net of tax of $(13), $1, $(31) and $16	34		(1)		84		(42)
Amounts reclassified to earnings of cash flow hedges, net of tax of $6, $7, $16 and $22	(16)		(19)		(44)		(61)
Gain (loss) recognized on other, net of tax of $2, $0, $3 and $0	(16)		(1)		(21)		—
Other comprehensive income (loss)	(35)		(108)		(254)		116
Comprehensive income (loss)	669		328		1,560		1,036
Comprehensive income (loss) attributable to noncontrolling interests	154		90		367		289
Comprehensive income (loss) attributable to common shareholders	$	515	$	238	$	1,193	$	747

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(In millions of U.S. dollars, except shares and per share data, Unaudited)


	Issued Common Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
	Shares	Amount
Balances at December 31, 2025	346,323,165	$	2,859	$	1,795	$	(1,020)	$	1,525	$	5,159
Stock option exercises	485,617	28		—		—		—		28
Share-based compensation	—	31		—		—		—		31
Issuance of shares	954,481	14		—		—		—		14
Dividends declared ($0.65 per share)	—	—		(226)		—		—		(226)
Dividend equivalents declared on restricted stock units	—	4		(4)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.65 per unit)	—	—		—		—		(71)		(71)
Exchange of Partnership exchangeable units for RBI common shares	3,624	—		—		—		—		—
Repurchase of common shares	(441,773)	(34)		—		—		—		(34)

Net income	—	—		338		—		107		445
Other comprehensive income (loss)	—	—		—		(42)		(13)		(55)
Balances at March 31, 2026	347,325,114	$	2,902	$	1,903	$	(1,062)	$	1,548	$	5,291
Stock option exercises	106,000	7		—		—		—		7
Share-based compensation	—	30		—		—		—		30
Issuance of shares	4,043	—		—		—		—		—
Dividends declared ($0.65 per share)	—	—		(227)		—		—		(227)
Dividend equivalents declared on restricted stock units	—	4		(4)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.65 per unit)	—	—		—		—		(69)		(69)
Exchange of Partnership exchangeable units for RBI common shares	3,599,548	65		—		(12)		(53)		—
Repurchase of common shares	(1,829,054)	(138)		—		—		—		(138)

Net income	—	—		507		—		158		665
Other comprehensive income (loss)	—	—		—		(125)		(39)		(164)
Balances at June 30, 2026	349,205,651	$	2,870	$	2,179	$	(1,199)	$	1,545	$	5,395
Stock option exercises	148,500	9		—		—		—		9
Share-based compensation	—	30		—		—		—		30
Issuance of shares	6,811	—		—		—		—		—
Dividends declared ($0.65 per share)	—	—		(227)		—		—		(227)
Dividend equivalents declared on restricted stock units	—	4		(4)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.65 per unit)	—	—		—		—		(67)		(67)
Exchange of Partnership exchangeable units for RBI common shares	42,545	1		—		—		(1)		—
Repurchase of common shares	(802,813)	(67)		—		—		—		(67)
Repurchase of Partnership exchangeable units	—	(161)		—		(10)		(43)		(214)

Net income	—	—		542		—		162		704
Other comprehensive income (loss)	—	—		—		(27)		(8)		(35)
Balances at September 30, 2026	348,600,694	$	2,686	$	2,490	$	(1,236)	$	1,588	$	5,528

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(In millions of U.S. dollars, except shares and per share data, Unaudited)


	Issued Common Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
	Shares	Amount
Balances at December 31, 2024	324,426,589	$	2,357	$	1,860	$	(1,107)	$	1,733	$	4,843
Stock option exercises	221,007	13		—		—		—		13
Share-based compensation	—	44		—		—		—		44
Issuance of shares	2,926,103	10		—		—		—		10
Dividends declared ($0.62 per share)	—	—		(203)		—		—		(203)
Dividend equivalents declared on restricted stock units	—	5		(5)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.62 per unit)	—	—		—		—		(79)		(79)
Exchange of Partnership exchangeable units for RBI common shares	55,462	1		—		—		(1)		—


Net income	—	—		159		—		62		221
Other comprehensive income (loss)	—	—		—		(18)		(7)		(25)
Balances at March 31, 2025	327,629,161	$	2,430	$	1,811	$	(1,125)	$	1,708	$	4,824
Stock option exercises	144,700	7		—		—		—		7
Share-based compensation	—	29		—		—		—		29
Issuance of shares	3,499	—		—		—		—		—
Dividends declared ($0.62 per share)	—	—		(203)		—		—		(203)
Dividend equivalents declared on restricted stock units	—	3		(3)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.62 per unit)	—	—		—		—		(79)		(79)



Net income	—	—		189		—		74		263
Other comprehensive income (loss)	—	—		—		179		70		249
Balances at June 30, 2025	327,777,360	$	2,469	$	1,794	$	(946)	$	1,773	$	5,090
Stock option exercises	5,000	—		—		—		—		—
Share-based compensation	—	29		—		—		—		29
Issuance of shares	24,727	—		—		—		—		—
Dividends declared ($0.62 per share)	—	—		(203)		—		—		(203)
Dividend equivalents declared on restricted stock units	—	4		(4)		—		—		—
Distributions declared by Partnership on Partnership exchangeable units ($0.62 per unit)	—	—		—		—		(79)		(79)



Net income	—	—		315		—		121		436
Other comprehensive income (loss)	—	—		—		(77)		(31)		(108)
Balances at September 30, 2025	327,807,087	$	2,502	$	1,902	$	(1,023)	$	1,784	$	5,165

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions of U.S. dollars, Unaudited)


	Nine Months Ended September 30,
	2026		2025
Cash flows from operating activities:
Net income	$	1,814	$	920
Net loss from discontinued operations	—		7
Net income from continuing operations	1,814		927

Depreciation and amortization	229		225

Amortization of deferred financing costs and debt issuance discount	18		19
(Income) loss from equity method investments	(10)		(12)
(Gain) loss on remeasurement of foreign denominated transactions	(61)		208
Net (gains) losses on derivatives	(125)		(151)
Share-based compensation and non-cash incentive compensation expense	104		113
Deferred income taxes	(465)		(19)
Other non-cash adjustments, net	21		44
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Accounts and notes receivable	(27)		(66)
Inventories and prepaids and other current assets	(55)		(76)
Accounts and drafts payable	(35)		58
Other accrued liabilities and gift card liability	(55)		(62)
Tenant inducements paid to franchisees	(32)		(26)
Changes in other long-term assets and liabilities	(13)		(23)
Net cash provided by operating activities from continuing operations	1,308		1,159
Cash flows from investing activities:
Payments for additions of property and equipment	(181)		(163)
Net proceeds from disposal of assets, restaurant closures, and refranchisings	54		26
Net payments for acquisition of franchised restaurants, net of cash acquired	(10)		(152)
Settlement/sale of derivatives, net	42		58
Other investing activities, net	(23)		18
Net cash used for investing activities from continuing operations	(118)		(213)
Cash flows from financing activities:

Repayments of long-term debt and finance leases	(86)		(198)

Payment of common share dividends and Partnership exchangeable unit distributions	(875)		(826)
Repurchase of RBI common shares and Partnership exchangeable units	(444)		—
Proceeds from stock option exercises	44		20
Proceeds from derivatives	29		52

Net cash used for financing activities from continuing operations	(1,332)		(952)
Net cash used for discontinued operations	(27)		(52)
Effect of exchange rates on cash and cash equivalents	(11)		15
Decrease in cash and cash equivalents, including cash classified as assets held for sale - discontinued operations	(180)		(43)
Increase in cash classified as assets held for sale - discontinued operations	(9)		(85)
(Decrease) increase in cash and cash equivalents	(189)		(128)
Cash and cash equivalents at beginning of period	1,163		1,334
Cash and cash equivalents at end of period	$	974	$	1,206
Supplemental cash flow disclosures:
Interest paid	$	468	$	514
Income taxes paid, net	$	297	$	369
Accruals for additions of property and equipment	$	30	$	50

See accompanying notes to condensed consolidated financial statements.

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RESTAURANT BRANDS INTERNATIONAL INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business and Organization

Restaurant Brands International Inc. (the “Company,” “RBI,” “we,” “us,” or “our”) is a Canadian corporation that serves as the sole general partner of Restaurant Brands International Limited Partnership (“Partnership”). We franchise and operate quick service restaurants serving premium coffee and other beverage and food products under the Tim Hortons® brand (“Tim Hortons”), fast food hamburgers principally under the Burger King® brand (“Burger King”), chicken under the Popeyes® brand (“Popeyes”), and sandwiches under the Firehouse Subs® brand (“Firehouse”). We are one of the world’s largest quick service restaurant, or QSR, companies as measured by total number of restaurants. As of September 30, 2026, we franchised or owned 6,230 Tim Hortons restaurants, 20,030 Burger King restaurants, 5,563 Popeyes restaurants, and 1,578 Firehouse Subs restaurants, for a total of 33,401 restaurants, and operate in more than 120 countries and territories. As of September 30, 2026, over 95% of current system-wide restaurants are franchised.

All references to “$” or “dollars” are to the currency of the United States unless otherwise indicated. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated.

Basis of Presentation and Consolidation

We have prepared the accompanying unaudited condensed consolidated financial statements (the “Financial Statements”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. Therefore, the Financial Statements should be read in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.

The Financial Statements include our accounts and the accounts of entities in which we have a controlling financial interest, the usual condition of which is ownership of a majority voting interest, including marketing funds we control. We also consider entities for consolidation when the controlling financial interest may be achieved through arrangements that do not involve voting interests (“VIE”). Investments in other affiliates that are owned 50% or less where we have significant influence are generally accounted for by the equity method. All material intercompany balances and transactions have been eliminated in consolidation.

We are the sole general partner of Partnership and, as such we have the exclusive right, power, and authority to manage, control, administer, and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership, subject to the terms of the amended and restated limited partnership agreement of Partnership (the “partnership agreement”) and applicable laws. As a result, we consolidate the results of Partnership and record a noncontrolling interest in our condensed consolidated balance sheets and statements of operations with respect to the remaining economic interest in Partnership we do not hold.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The results for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the full year.

The preparation of consolidated financial statements in conformity with U.S. GAAP and related rules and regulations of the SEC requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

The carrying amounts for cash and cash equivalents, accounts and notes receivable, and accounts and drafts payable approximate fair value based on the short-term nature of these accounts.

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New Accounting Pronouncements

Disaggregation of Income Statement Expenses – In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance that requires disclosure of disaggregated information about certain income statement expense line items. The guidance is effective for annual disclosures for fiscal years beginning after December 15, 2026, and subsequent interim periods with early adoption permitted. The guidance is applied prospectively, although retrospective application is permitted. We are currently evaluating the impact this new guidance will have on our disclosures upon adoption and expect to provide additional detail and disclosures under this new guidance.

Internal-Use Software - In September 2025, the FASB issued guidance to clarify and modernize the accounting for costs related to internal-use software and requires an entity to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods in those years, with early adoption permitted. Entities may apply the new guidance using a prospective, retrospective, or modified transition approach. We are currently evaluating the impact this new guidance will have on our financial statements and disclosures.

Hedge Accounting Improvements - In November 2025, the FASB issued guidance that modifies aspects of the existing hedge accounting framework, including (1) permitting a group of forecasted transactions to be designated as a single cash flow hedge if the individual transactions have a ‘similar’ rather than ‘shared’ risk exposure, (2) providing an optional hedging model for cash flow hedges of forecasted interest payments on ‘choose-your-rate’ debt instruments, (3) expanding hedge accounting availability for non-financial forecasted transactions, (4) allowing net written options as hedging instruments under certain circumstances, and (5) addressing the use of foreign-currency-denominated debt instruments as both a hedging instrument and hedged item. The guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods in those years, with early adoption permitted. We have evaluated this guidance and do not expect the adoption to have a material impact on our financial statements or disclosures.

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Note 2. Earnings (Loss) per Share

An economic interest in Partnership common equity is held by the holders of Class B exchangeable limited partnership units (the “Partnership exchangeable units”), which is reflected as a noncontrolling interest in our equity. See Note 11, Shareholders’ Equity.

Basic and diluted earnings (loss) per share are computed using the weighted average number of shares outstanding for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by outstanding equity awards, unless the effect of their inclusion is anti-dilutive. The diluted earnings (loss) per share calculation assumes conversion of 100% of the Partnership exchangeable units under the “if converted” method. Accordingly, the numerator is also adjusted to include the earnings (loss) allocated to the holders of noncontrolling interests.

The following table summarizes the basic and diluted earnings (loss) per share calculations (in millions, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Numerator:
Net income from continuing operations attributable to common shareholders - basic	$	542	$	318	$	1,387	$	668
Add: Net income from continuing operations attributable to noncontrolling interests	162		122		427		259
Net income from continuing operations available to common shareholders and noncontrolling interests - diluted	$	704	$	440	$	1,814	$	927

Net loss from discontinued operations	$	—	$	4	$	—	$	7

Net income attributable to common shareholders - basic	$	542	$	315	$	1,387	$	663
Add: Net income attributable to noncontrolling interests	162		121		427		257
Net income available to common shareholders and noncontrolling interests - diluted	$	704	$	436	$	1,814	$	920

Denominator:
Weighted average common shares - basic	349		328		348		327
Exchange of noncontrolling interests for common shares (Note 11)	105		127		107		127
Effect of other dilutive securities	3		2		4		2
Weighted average common shares - diluted	457		457		459		456

Basic net income per share from continuing operations (a)	$	1.55	$	0.97	$	3.99	$	2.04
Basic net loss per share from discontinued operations (a)	$	—	$	(0.01)	$	—	$	(0.02)
Basic net income per share (a)	$	1.55	$	0.96	$	3.99	$	2.03

Diluted net income per share from continuing operations (a)	$	1.54	$	0.96	$	3.95	$	2.03
Diluted net loss per share from discontinued operations (a)	$	—	$	(0.01)	$	—	$	(0.01)
Diluted net income per share (a)	$	1.54	$	0.96	$	3.95	$	2.01

Anti-dilutive securities outstanding	—		5		—		5

(a) Earnings (loss) per share may not recalculate exactly as it is calculated based on unrounded numbers.

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Note 3. Segment Reporting

As stated in Note 1, Description of Business and Organization, we manage four brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs.

Our management structure and information regularly reviewed by our Chief Executive Officer, who is our Chief Operating Decision Maker (“CODM”), reflects six operating and reportable segments. The reportable segments consist of the following:

1.Tim Hortons – Operations of our Tim Hortons brand in Canada and the U.S. (“TH”);

2.Burger King – Operations of our Burger King brand in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of our acquisition of Carrols Restaurant Group Inc. (the “Carrols Acquisition”) (“BK”);

3.Popeyes Louisiana Kitchen – Operations of our Popeyes brand in the U.S. and Canada (“PLK”);

4.Firehouse Subs – Operations of our Firehouse Subs brand in the U.S. and Canada (“FHS”);

5.International – Operations of each of our brands outside the U.S. and Canada, excluding results of restaurants acquired as part of our acquisition of Popeyes China (“PLK China”) (“PLK China Acquisition”) and Firehouse Subs Brazil (“FHS Brazil”) restaurants (“INTL”); and

6.Restaurant Holdings – Operations of Burger King restaurants acquired as part of the Carrols Acquisition and the operations of PLK China and FHS Brazil restaurants (“RH”).

Following the establishment of a joint venture with CPE Alder Investment Limited with respect to BK China (the “BK China JV”), during the first quarter of 2026, we resumed recognizing franchise revenue from the BK China JV in our INTL segment. We refer to the acquisition of BK China and the subsequent establishment of the BK China JV collectively as the “BK China Transactions.” See Note 5, BK China, for additional information.

Our measure of segment income is Adjusted Operating Income. Our chief operating decision maker uses Adjusted Operating Income (i) in the budgeting process and in periodic reviews of segment performance by comparing variances in actual segment income results to budget and (ii) during the annual budgeting process to make capital allocation decisions, including allocating resources to segments.

Adjusted Operating Income represents income from operations adjusted to exclude (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net, and (iv) expenses from non-recurring projects and non-operating activities. For the periods referenced, expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses, consisting primarily of professional fees, compensation-related expenses, and integration costs, incurred in connection with (a) the Carrols Acquisition, the PLK China Acquisition, and the BK China Transactions, and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the planned sunset of the RH segment (“RH and BK China Transaction costs”); and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”).

The following tables present total segment revenues, significant segment expenses that are regularly reviewed by the CODM to manage and assess segment performance and segment income, as well as depreciation and amortization, (income) loss from equity method investments, and capital expenditures by segment (in millions). For the periods referenced, segment franchise and property expenses (“Segment F&P expenses”) for each segment exclude franchise agreement and reacquired franchise rights amortization, and Segment G&A for each segment excludes RH and BK China Transaction costs, and Corporate restructuring and advisory fees. For segment reporting purposes, capital expenditures include payments for additions of property and equipment during the period, as well as the change in accruals for additions of property and equipment since the prior period. Totals in the following tables may not calculate exactly due to rounding.

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	Three Months Ended September 30, 2026
	TH		BK		PLK		FHS		INTL		RH		ELIM		Total
Revenues from external customers	$	1,136	$	345	$	204	$	65	$	289	$	487	$	—	$	2,525
Intersegment revenues (a)	—		51		—		—		1		—		(52)		—
Total revenues	$	1,136	$	396	$	204	$	65	$	289	$	487	$	(52)	$	2,525

Operating costs and expenses:
Supply chain cost of sales	$	618	$	—	$	—	$	—	$	—	$	—	$	—	$	618
Company restaurant expenses (b)	10		38		49		10		—		429		(26)		509
Segment F&P expenses	86		33		8		4		6		—		(3)		134
Advertising expenses and other services	77		156		71		22		25		26		(22)		354
Segment G&A	32		33		19		12		53		28		—		176
Adjustments:
Cash distributions received from equity method investments	4		—		—		—		—		—		—		4
Adjusted Operating Income	$	317	$	136	$	58	$	16	$	205	$	5	$	—	$	737

Additional segment information:
Depreciation and amortization	$	27	$	12	$	4	$	1	$	7	$	23	$	—	$	74
(Income) loss from equity method investments	$	(4)	$	—	$	—	$	—	$	(3)	$	—	$	—	$	(6)
Capital expenditures	$	13	$	3	$	4	$	2	$	2	$	59	$	—	$	83

(a)Consists of BK and INTL royalties, property, advertising, and other services revenues from intersegment transactions with RH.

(b)The components of Company restaurant expenses for our RH segment are included below.


	Nine Months Ended September 30, 2026
	TH		BK		PLK		FHS		INTL		RH		ELIM		Total
Revenues from external customers	$	3,270	$	1,004	$	593	$	186	$	816	$	1,441	$	—	$	7,309
Intersegment revenues (a)	—		153		—		—		1		—		(155)		—
Total revenues	$	3,270	$	1,157	$	593	$	186	$	817	$	1,441	$	(155)	$	7,309

Operating costs and expenses:
Supply chain cost of sales	$	1,817	$	—	$	—	$	—	$	—	$	—	$	—	$	1,817
Company restaurant expenses (b)	28		120		128		30		—		1,265		(77)		1,494
Segment F&P expenses	254		99		14		8		(4)		—		(10)		361
Advertising expenses and other services	249		453		220		64		70		75		(67)		1,064
Segment G&A	100		97		55		38		155		79		—		523
Adjustments:
Cash distributions received from equity method investments	11		—		—		—		—		—		—		11
Adjusted Operating Income	$	833	$	388	$	177	$	47	$	596	$	21	$	—	$	2,061

Additional segment information:
Depreciation and amortization	$	81	$	36	$	11	$	4	$	21	$	76	$	—	$	229
(Income) loss from equity method investments	$	(11)	$	(1)	$	—	$	—	$	1	$	—	$	—	$	(10)
Capital expenditures	$	28	$	13	$	11	$	3	$	7	$	96	$	—	$	158

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	Three Months Ended September 30, 2025
	TH		BK		PLK		FHS		INTL		RH		ELIM		Total
Revenues from external customers	$	1,125	$	338	$	201	$	60	$	268	$	459	$	—	$	2,449
Intersegment revenues (a)	—		49		—		—		—		—		(49)		—
Total revenues	$	1,125	$	387	$	201	$	60	$	268	$	459	$	(49)	$	2,449

Operating costs and expenses:
Supply chain cost of sales	$	619	$	—	$	—	$	—	$	—	$	—	$	—	$	619
Company restaurant expenses (b)	11		59		39		9		—		403		(24)		498
Segment F&P expenses	86		35		3		5		7		—		(4)		131
Advertising expenses and other services	77		141		79		19		25		23		(21)		342
Segment G&A	33		30		17		12		47		23		—		162
Adjustments:
Cash distributions received from equity method investments	4		—		—		—		—		—		—		4
Adjusted Operating Income	$	304	$	123	$	63	$	14	$	189	$	10	$	—	$	702

Additional segment information:
Depreciation and amortization	$	27	$	13	$	4	$	1	$	8	$	24	$	—	$	76
(Income) loss from equity method investments	$	(4)	$	—	$	—	$	—	$	2	$	—	$	—	$	(2)
Capital expenditures	$	15	$	7	$	4	$	2	$	3	$	58	$	—	$	89


	Nine Months Ended September 30, 2025
	TH		BK		PLK		FHS		INTL		RH		ELIM		Total
Revenues from external customers	$	3,112	$	985	$	605	$	172	$	735	$	1,360	$	—	$	6,968
Intersegment revenues (a)	—		146		—		—		—		—		(146)		—
Total revenues	$	3,112	$	1,131	$	605	$	172	$	735	$	1,360	$	(146)	$	6,968

Operating costs and expenses:
Supply chain cost of sales	$	1,704	$	—	$	—	$	—	$	—	$	—	$	—	$	1,704
Company restaurant expenses (b)	30		170		118		28		—		1,188		(71)		1,464
Segment F&P expenses	246		98		10		8		21		—		(12)		372
Advertising expenses and other services	236		419		230		57		70		68		(63)		1,017
Segment G&A	104		97		57		39		145		70		—		512
Adjustments:
Cash distributions received from equity method investments	11		—		—		—		—		—		—		11
Adjusted Operating Income	$	803	$	347	$	188	$	41	$	499	$	33	$	—	$	1,910

Additional segment information:
Depreciation and amortization	$	82	$	39	$	11	$	4	$	22	$	67	$	—	$	225
(Income) loss from equity method investments	$	(11)	$	(1)	$	—	$	—	$	(1)	$	—	$	—	$	(12)
Capital expenditures	$	28	$	18	$	8	$	4	$	9	$	95	$	—	$	162

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The following table presents the components of Company restaurant expenses for our RH segment (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Company restaurant expenses for RH segment
Food, beverage, and packaging costs	$	148	$	136	$	435	$	391
Restaurant wages and related expenses	154		148		454		445
Restaurant occupancy expense and other	126		119		376		353
Total	$	429	$	403	$	1,265	$	1,188

The following tables present revenues by country (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues by country (a):
United States	$	1,182	$	1,148	$	3,478	$	3,386
Canada	1,039		1,028		2,978		2,835
Other	304		273		853		747
Total	$	2,525	$	2,449	$	7,309	$	6,968

(a)Only the United States and Canada represented 10% or more of our total revenues in each period presented.

Our CODM manages assets on a consolidated basis. Accordingly, segment assets are not reported to our CODM or used in his decisions to allocate resources or assess performance of the segments. Therefore, total segment assets and long-lived assets have not been disclosed.

Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. A reconciliation of Income from operations to Adjusted Operating Income consists of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025








Income from operations	$	696	$	663	$	2,018	$	1,581
Franchise agreement and reacquired franchise rights amortization	16		16		48		49
RH and BK China Transaction costs	2		7		11		29
Corporate restructuring and advisory fees	5		1		9		7
Impact of equity method investments (a)	(3)		2		1		(1)
Other operating expenses (income), net	20		12		(27)		244




Adjusted Operating Income	$	737	$	702	$	2,061	$	1,910

(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income.

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Note 4. Revenue Recognition

Contract Liabilities

Contract liabilities consist of deferred revenue resulting from initial and renewal franchise fees paid by franchisees, as well as upfront fees paid by master franchisees, which are generally recognized on a straight-line basis over the term of the underlying agreement. We may recognize unamortized franchise fees and upfront fees when a contract with a franchisee or master franchisee is modified and is accounted for as a termination of the existing contract. We classify these contract liabilities as Other liabilities, net in our condensed consolidated balance sheets. The following table reflects the change in contract liabilities on a consolidated basis between December 31, 2025 and September 30, 2026 (in millions):



Balance at December 31, 2025	$	517
Recognized during period and included in the contract liability balance at the beginning of the year	(45)
Increase, excluding amounts recognized as revenue during the period	29

Impact of foreign currency translation	(7)
Balance at September 30, 2026	$	494

The following table illustrates estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) on a consolidated basis as of September 30, 2026 (in millions):



Remainder of 2026	$	14
2027	52
2028	49
2029	46
2030	44
Thereafter	289
Total	$	494

Disaggregation of Total Revenues

The following tables disaggregate revenue by segment (in millions). Totals in the following tables may not calculate exactly due to rounding.


	Three Months Ended September 30, 2026
	TH		BK		PLK		FHS		INTL		RH		ELIM (a)		Total
Supply chain sales	$	780	$	—	$	—	$	—	$	—	$	—	$	—	$	780
Company restaurant sales	11		43		55		12		—		487		—		608
Royalties	92		135		71		20		253		—		(22)		549
Property revenues	167		62		4		—		—		—		(8)		225
Franchise fees and other revenue	7		2		7		12		13		—		—		40
Advertising revenues and other services	79		154		68		21		23		—		(22)		323
Total revenues	$	1,136	$	396	$	204	$	65	$	289	$	487	$	(52)	$	2,525

(a)Represents elimination of intersegment revenues that consists of royalties, property, and advertising and other services revenue recognized by BK and INTL from intersegment transactions with RH.

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	Nine Months Ended September 30, 2026
	TH		BK		PLK		FHS		INTL		RH		ELIM (a)		Total
Supply chain sales	$	2,254	$	—	$	—	$	—	$	—	$	—	$	—	$	2,254
Company restaurant sales	31		133		145		35		—		1,440		—		1,784
Royalties	259		390		213		60		717		—		(64)		1,574
Property revenues	478		178		11		—		1		—		(23)		645
Franchise fees and other revenue	24		7		14		29		36		—		—		110
Advertising revenues and other services	224		450		211		61		63		—		(67)		942
Total revenues	$	3,270	$	1,157	$	593	$	186	$	817	$	1,441	$	(155)	$	7,309


	Three Months Ended September 30, 2025
	TH		BK		PLK		FHS		INTL		RH		ELIM (a)		Total
Supply chain sales	$	769	$	—	$	—	$	—	$	—	$	—	$	—	$	769
Company restaurant sales	12		62		44		11		—		459		—		588
Royalties	90		124		74		19		233		—		(21)		520
Property revenues	166		54		4		—		—		—		(8)		217
Franchise fees and other revenue	7		8		3		11		12		—		—		41
Advertising revenues and other services	80		138		76		18		22		—		(21)		314
Total revenues	$	1,125	$	387	$	201	$	60	$	268	$	459	$	(49)	$	2,449


	Nine Months Ended September 30, 2025
	TH		BK		PLK		FHS		INTL		RH		ELIM (a)		Total
Supply chain sales	$	2,111	$	—	$	—	$	—	$	—	$	—	$	—	$	2,112
Company restaurant sales	34		183		136		33		—		1,360		—		1,746
Royalties	253		362		222		56		633		—		(61)		1,465
Property revenues	470		162		11		—		1		—		(22)		621
Franchise fees and other revenue	22		13		12		28		39		—		—		115
Advertising revenues and other services	222		411		223		55		62		—		(63)		909
Total revenues	$	3,112	$	1,131	$	605	$	172	$	735	$	1,360	$	(146)	$	6,968

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Note 5. BK China

On February 14, 2025, we acquired substantially all of the remaining equity interests in Pangaea Foods (China) Holdings Ltd. (“BK China”) for approximately $151 million in an all-cash transaction funded by cash on hand. Following the acquisition, we ceased accounting for our interest in BK China as an equity method investment and ceased recognition of franchise revenue. We determined the criteria for classification as held for sale were met on the acquisition date and presented the financial position and results of operations of BK China as discontinued operations in our consolidated financial statements beginning on the date of acquisition.

On January 30, 2026, we established the BK China JV with CPE Alder Investment Limited, a fund managed by CPE (“CPE”). As a result, we hold an approximately 17% equity interest in the BK China JV and hold a seat on its Board of Directors. Upon establishment of the joint venture, we deconsolidated BK China and began accounting for our interest in the BK China JV under the equity method of accounting (see Note 6, Equity Method Investments) and resumed recognizing franchise revenue from the BK China JV in our INTL segment.

Net cash provided by (used for) discontinued operations consists of the following (in millions):


	Nine Months Ended September 30,
	2026		2025
Cash flows from discontinued operations:
Net cash used for operating activities from discontinued operations	$	(9)	$	(74)
Net cash used for investing activities from discontinued operations	(3)		(4)
Net cash used for financing activities from discontinued operations	(15)		26
Net cash used for discontinued operations	$	(27)	$	(52)

Note 6. Equity Method Investments

As discussed in Note 5, BK China, upon establishment of the BK China JV on January 30, 2026, we recorded an investment in the BK China JV of $66 million and we began accounting for our interest in the BK China JV under the equity method of accounting.

The aggregate carrying amounts of our equity method investments were $175 million and $111 million as of September 30, 2026 and December 31, 2025, respectively, and are included as a component of Other assets, net in our accompanying condensed consolidated balance sheets.

The aggregate market value of our 4.1% equity interest in TH International Limited (“Tims China”) based on the quoted market price on September 30, 2026 was approximately $2 million. No quoted market prices are available for our other equity method investments.

We have equity interests in entities that own or franchise Tim Hortons, Burger King, and Popeyes restaurants. Revenues recognized from franchisees that are owned or franchised by entities in which we have an equity interest, consist of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Revenues from affiliates:
Royalties	$	100	$	96	$	281	$	254
Advertising revenues and other services	—		2		6		5
Property revenues	1		—		1		1
Franchise fees and other revenue	3		4		9		11
Supply chain sales	3		4		11		12
Total	$	107	$	106	$	308	$	283

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At September 30, 2026 and December 31, 2025, we had $36 million and $41 million, respectively, of accounts receivable, net from our equity method investments which were recorded in Accounts and notes receivable, net in our condensed consolidated balance sheets.

With respect to our Tim Hortons business, the most significant equity method investment is our 50% joint venture interest with The Wendy’s Company (the “TIMWEN Partnership”), which jointly holds real estate underlying Canadian combination restaurants. Distributions received from this joint venture were $4 million during the three months ended September 30, 2026 and 2025, and $11 million during the nine months ended September 30, 2026 and 2025.

Associated with the TIMWEN Partnership, we recognized $5 million and $6 million of rent expense during the three months ended September 30, 2026 and 2025, respectively, and we recognized $15 million and $16 million of rent expense during the nine months ended September 30, 2026 and 2025, respectively.

(Income) loss from equity method investments reflects our share of investee net income or loss as well as gains or losses from changes in our ownership interests in equity investees.

Tims China issued us convertible notes in multiple installments with an aggregate principal amount of $88 million due September 30, 2029, which are included within Other assets, net in the condensed consolidated balance sheets as of September 30, 2026. Subsequent to September 30, 2026, Tims China issued an incremental $15 million with terms consistent with existing outstanding convertible notes.

Note 7. Intangible Assets, net and Goodwill

Intangible assets, net and goodwill consist of the following (in millions):


	As of
	September 30, 2026						December 31, 2025
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Identifiable assets subject to amortization:
Franchise agreements	$	721	$	(430)	$	291	$	732	$	(413)	$	319
Reacquired franchise rights	324		(72)		252		368		(56)		312
Favorable leases	62		(48)		14		63		(46)		17
Subtotal	1,107		(550)		557		1,163		(515)		648
Indefinite-lived intangible assets:
Tim Hortons brand	$	6,029	$	—	$	6,029	$	6,224	$	—	$	6,224
Burger King brand	2,123		—		2,123		2,147		—		2,147
Popeyes brand	1,355		—		1,355		1,355		—		1,355
Firehouse Subs brand	816		—		816		816		—		816
Subtotal	10,323		—		10,323		10,542		—		10,542
Intangible assets, net					$	10,880					$	11,190

Goodwill:
TH segment	$	3,875					$	3,995
BK segment	358						358
PLK segment	850						844
FHS segment	193						194
INTL segment	539						545
RH segment	351						370
Total	$	6,166					$	6,306

Amortization expense on intangible assets totaled $17 million for the three months ended September 30, 2026 and 2025. Amortization expense on intangible assets totaled $51 million and $52 million for the nine months ended September 30, 2026 and 2025, respectively. Additionally, the change in intangible asset and goodwill balances reflects the impact of foreign

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currency translation during the nine months ended September 30, 2026.

Note 8. Other Accrued Liabilities and Other Liabilities, net

Other accrued liabilities (current) and Other liabilities, net (noncurrent) consist of the following (in millions):


	As of
	September 30, 2026		December 31, 2025
Current:
Dividend payable	$	294	$	283
Interest payable	96		69
Accrued compensation and benefits	147		155
Taxes payable	262		188
Deferred income	94		77
Accrued advertising expenses	56		44
Restructuring and other provisions	24		25
Current portion of operating lease liabilities	215		200
Other	156		230
Other accrued liabilities	$	1,344	$	1,271
Noncurrent:
Taxes payable	$	86	$	77
Contract liabilities	494		517
Derivative liabilities	171		290
Unfavorable leases	20		25
Accrued pension	25		23
Deferred income	43		45
Other	56		57
Other liabilities, net	$	895	$	1,034

Note 9. Long-Term Debt

Long-term debt consists of the following (in millions):


				As of
	Maturity Date	Interest Rate (a)		September 30, 2026		December 31, 2025
Term Loan B	Sep 21, 2030	5.651	%	$	4,443	$	4,479
Term Loan A	Sep 21, 2028	4.901	%	1,219		1,243

First Lien Senior Notes	Jan 15, 2028	3.875	%	1,550		1,550
First Lien Senior Notes	Feb 15, 2029	3.500	%	750		750
First Lien Senior Notes	Jun 15, 2029	6.125	%	1,200		1,200
First Lien Senior Notes	Sep 15, 2029	5.625	%	500		500
Second Lien Senior Notes	Jan 15, 2028	4.375	%	750		750
Second Lien Senior Notes	Oct 15, 2030	4.000	%	2,900		2,900
Less: unamortized deferred financing costs and deferred issuance discount				(72)		(90)
Total debt, net				13,240		13,282
Less: current maturities of debt				(56)		(32)
Total long-term debt				$	13,184	$	13,250

(a)Represents the interest rate on Term Loan B and Term Loan A as of September 30, 2026.

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Revolving Credit Facility

As of September 30, 2026, we had no amounts outstanding under our Revolving Credit Facility, had $2 million of letters of credit issued against the Revolving Credit Facility, and our borrowing availability under our Revolving Credit Facility was $1,248 million. Funds available under the Revolving Credit Facility may be used to repay other debt, finance debt redemptions or equity repurchases, fund acquisitions or capital expenditures, and for other general corporate purposes. We have a $125 million letter of credit sublimit as part of the Revolving Credit Facility, which reduces our borrowing availability thereunder by the cumulative amount of outstanding letters of credit.

Restrictions and Covenants

As of September 30, 2026, we were in compliance with all applicable financial debt covenants under our senior secured term loan A and B facilities and Revolving Credit Facility (together the “Credit Facilities”), and the indentures governing 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, and 4.00% Second Lien Senior Notes due 2030 (together, the “Senior Notes”).

Fair Value Measurement

The following table presents the fair value of our variable rate term debt and senior notes, estimated using inputs based on bid and offer prices that are Level 2 inputs, and principal carrying amount (in millions):


	As of
	September 30, 2026		December 31, 2025
Fair value of our variable term debt and senior notes	$	12,939	$	13,266
Principal carrying amount of our variable term debt and senior notes	13,312		13,372

Interest Expense, net

Interest expense, net consists of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Debt (a)	$	121	$	127	$	358	$	381
Finance lease obligations	4		5		13		14
Amortization of deferred financing costs and debt issuance discount	6		6		18		19
Interest income	(6)		(9)		(17)		(23)
Interest expense, net	$	125	$	129	$	372	$	391

(a)Amount includes $20 million and $26 million benefit during the three months ended September 30, 2026 and 2025, respectively, and $59 million and $79 million benefit during the nine months ended September 30, 2026 and 2025, respectively, related to our interest rate swaps. Amount includes $21 million and $23 million benefit during the three months ended September 30, 2026 and 2025, respectively, and $65 million and $67 million benefit during the nine months ended September 30, 2026 and 2025, respectively, related to the quarterly net settlements of our cross-currency rate swaps and amortization of the Excluded Component as defined in Note 10, Derivative Instruments.

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Note 10. Derivative Instruments

Disclosures about Derivative Instruments and Hedging Activities

We enter into derivative instruments for risk management purposes, including derivatives designated as cash flow hedges and derivatives designated as net investment hedges. We use derivatives to manage our exposure to fluctuations in interest rates and currency exchange rates.

Interest Rate Swaps

At September 30, 2026, we had outstanding receive-variable, pay-fixed interest rate swaps with a total notional value of $3,500 million to hedge the variability in the interest payments on a portion of our senior secured term loan A & B facilities (the “Term Loan A” and together with the “Term Loan B,” the “Term Loan Facilities”), including any subsequent refinancing or replacement of the Term Loan Facilities, beginning August 31, 2021 through the termination date of October 31, 2028. At inception, all of these interest rate swaps were designated as cash flow hedges for hedge accounting. The unrealized changes in market value are recorded in AOCI, net of tax, and reclassified into interest expense during the period in which the hedged forecasted transaction affects earnings.

At September 30, 2026, the net amount of pre-tax gains that we expect to be reclassified from AOCI into interest expense within the next 12 months is $115 million.

Cross-Currency Rate Swaps

To protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates, we hedge a portion of our net investment in one or more of our foreign subsidiaries by using cross-currency rate swaps. At September 30, 2026, we had outstanding cross-currency rate swap contracts between the Canadian dollar and U.S. dollar and the euro and U.S. dollar that have been designated as net investment hedges of a portion of our equity in foreign operations in those currencies. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates is economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period with changes in fair value reported in AOCI, net of tax. Such amounts will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At September 30, 2026, we had outstanding cross-currency rate swaps from which we receive quarterly fixed-rate interest payments on the U.S. dollar notional value of $5,700 million to partially hedge the net investment in our Canadian subsidiaries (the “CAD cross-currency swaps”), of which $1,450 million have a maturity of September 30, 2028, $1,450 million have a maturity of October 31, 2029, $1,400 million have a maturity of October 31, 2030, and $1,400 million have a maturity of October 31, 2031. At inception, these cross-currency rate swaps were designated as net investment hedges for hedge accounting.

In September 2026, we de-designated, restructured, and re-designated all of our $5,700 million CAD cross-currency swaps. The balances in AOCI associated with the de-designated cross-currency rate swaps will remain in AOCI and will only be reclassified into earnings upon the complete or substantially complete liquidation of our investment in the underlying foreign operations.

At September 30, 2026, we had outstanding cross-currency rate swap contracts designated as hedges 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, of which $150 million have a maturity date of October 31, 2028, $1,200 million have a maturity date of November 30, 2028, and $1,400 million have a maturity date of October 31, 2029. At inception, these cross-currency rate swaps were designated as net investment hedges for hedge accounting.

In June 2026, we de-designated, restructured, and re-designated $1,400 million of euro and U.S. dollar cross-currency swaps. The balances in AOCI associated with the de-designated cross-currency rate swaps will remain in AOCI and will only be reclassified into earnings upon the complete or substantially complete liquidation of our investment in the underlying foreign operations.

In connection with the cross-currency rate swaps hedging Canadian dollar and euro net investments, we utilize the spot method to exclude the interest component (the “Excluded Component”) from the accounting hedge without affecting net investment hedge accounting and amortize the Excluded Component over the life of the derivative instrument. The amortization of the Excluded Component is recognized in Interest expense, net in our condensed consolidated statements of operations. The change in fair value that is not related to the Excluded Component is recorded in AOCI and will be reclassified to earnings when the applicable foreign subsidiaries are sold or substantially liquidated.

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Foreign Currency Exchange Contracts

We use foreign exchange derivative instruments to manage the impact of foreign exchange fluctuations on U.S. dollar purchases and payments, such as coffee purchases made by our Canadian Tim Hortons’ operations. At September 30, 2026, we had outstanding forward currency contracts to manage this risk in which we sell Canadian dollars and buy U.S. dollars with a notional value of $207 million with maturities to November 15, 2027. We have designated these instruments as cash flow hedges, and as such, the unrealized changes in market value of effective hedges are recorded in AOCI and are reclassified into earnings during the period in which the hedged forecasted transaction affects earnings.

Credit Risk

By entering into derivative contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty.

Credit-Risk Related Contingent Features

Our derivative instruments do not contain any credit-risk related contingent features.

Quantitative Disclosures about Derivative Instruments and Fair Value Measurements

The following tables present the required quantitative disclosures for our derivative instruments, including their estimated fair values (all estimated using Level 2 inputs) and their location on our condensed consolidated balance sheets (in millions):


	Gain or (Loss) Recognized in Other Comprehensive Income (Loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Derivatives designated as cash flow hedges(1)
Interest rate swaps	$	47	$	4	$	106	$	(54)
Forward-currency contracts	$	—	$	(6)	$	9	$	(4)
Derivatives designated as net investment hedges
Cross-currency rate swaps	$	(5)	$	116	$	136	$	(367)

(1) We did not exclude any components from the cash flow hedge relationships presented in this table.


	Location of Gain or (Loss) Reclassified from AOCI into Earnings	Gain or (Loss) Reclassified from AOCI into Earnings
		Three Months Ended September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Derivatives designated as cash flow hedges
Interest rate swaps	Interest expense, net	$	20	$	26	$	59	$	79
Forward-currency contracts	Supply chain cost of sales	$	2	$	—	$	1	$	4

	Location of Gain or (Loss) Recognized in Earnings	Gain or (Loss) Recognized in Earnings (Amount Excluded from Effectiveness Testing)
		Three Months Ended September 30,				Nine Months Ended September 30,
		2026		2025		2026		2025
Derivatives designated as net investment hedges
Cross-currency rate swaps	Interest expense, net	$	21	$	23	$	65	$	67

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	Fair Value as of
	September 30, 2026		December 31, 2025		Balance Sheet Location
Assets:
Derivatives designated as cash flow hedges
Interest rate	$	134	$	58	Other assets, net
Interest rate	—		8		Prepaids and other current assets
Foreign currency	5		—		Prepaids and other current assets
Derivatives designated as net investment hedges
Foreign currency	39		—		Other assets, net
Derivatives not designated as hedging instruments(1)
Foreign currency	11		—		Other assets, net
Total assets at fair value	$	189	$	66

Liabilities:
Derivatives designated as cash flow hedges

Foreign currency	$	—	$	3	Other accrued liabilities
Derivatives designated as net investment hedges
Foreign currency	160		290		Other liabilities, net
Derivatives not designated as hedging instruments(1)
Foreign currency	11		—		Other liabilities, net
Total liabilities at fair value	$	171	$	293

(1) These amounts pertain to $800 million of CAD cross-currency rate swaps and $800 million of offsetting swaps both with a maturity date of September 30, 2028. The offsetting changes in fair value of these swaps are recognized in earnings.

Note 11. Shareholders’ Equity

Noncontrolling Interests

The holders of Partnership exchangeable units held an economic interest of approximately 22.8% and 24.0% in Partnership common equity through the ownership of 102,926,279 and 109,356,545 Partnership exchangeable units as of September 30, 2026 and December 31, 2025, respectively.

Pursuant to exchange notices received, Partnership exchanged 6,430,266 Partnership exchangeable units during the nine months ended September 30, 2026. In accordance with the applicable terms of the partnership agreement, Partnership satisfied the exchange notices by repurchasing 2,784,549 Partnership exchangeable units for approximately $214 million in cash and exchanging 3,645,717 Partnership exchangeable units for the same number of newly issued RBI common shares. Each such Partnership exchangeable unit was cancelled upon the settlement of the exchange. The exchanges represented increases in our ownership interest in Partnership and were accounted for as equity transactions, with no gain or loss recorded in the accompanying condensed consolidated statements of operations.

Share Repurchases

On August 6, 2025, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $1,000 million of our common shares from September 15, 2025 through September 30, 2027. For the three and nine months ended September 30, 2026, we repurchased 817,041 and 3,101,650 of our common shares for $61 million and $232 million, respectively, excluding excise taxes. Of these repurchases, 28,010 common shares had not yet settled as of September 30, 2026 and therefore were not cancelled at that date. Repurchased shares are cancelled upon settlement. As of September 30, 2026, we had $768 million remaining under the share repurchase authorization.

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Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in the components of accumulated other comprehensive income (loss) (“AOCI”) (in millions):


	Derivatives		Pensions		Foreign Currency Translation		Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2025	$	358	$	(18)	$	(1,360)	$	(1,020)
Foreign currency translation adjustment	—		—		(414)		(414)
Net change in fair value of derivatives, net of tax	225		—		—		225
Amounts reclassified to earnings of cash flow hedges, net of tax	(44)		—		—		(44)
Gain (loss) recognized on other, net of tax	—		(21)		—		(21)
Amounts attributable to noncontrolling interests	(35)		5		68		38
Balance at September 30, 2026	$	504	$	(34)	$	(1,706)	$	(1,236)

Note 12. Leases

Property revenues consist primarily of lease income from operating leases and earned income on direct financing leases and sales-type leases with franchisees as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Lease income - operating leases
Minimum lease payments	$	101	$	91	$	297	$	268
Variable lease payments	124		125		345		349
Amortization of favorable and unfavorable income lease contracts, net	—		—		1		1
Subtotal - lease income from operating leases	225		216		643		618
Earned income on direct financing and sales-type leases	—		1		2		3
Total property revenues	$	225	$	217	$	645	$	621

Note 13. Income Taxes

Our effective tax rate was (23.2)% and (10.2)% for the three and nine months ended September 30, 2026, respectively. The effective tax rates during these periods were favorably impacted by the movements in net deferred taxes in connection with intra-group reorganizations.

Our effective tax rate was 17.6% and 22.1% for the three and nine months ended September 30, 2025, respectively. The effective tax rates during these periods include the impact of the administrative guidance recently issued by the Organization for Economic Cooperation and Development (“OECD”), partially offset by the mix of income from multiple tax jurisdictions and internal financing arrangements.

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Note 14. Other Operating Expenses (Income), net

Other operating expenses (income), net consists of the following (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	20	$	7	$	19	$	22
Litigation settlements (gains) and reserves, net	(1)		2		4		6
Net losses (gains) on foreign exchange	(11)		1		(61)		208
Other, net	12		2		11		8
Other operating expenses (income), net	$	20	$	12	$	(27)	$	244

Net losses (gains) on disposal of assets, restaurant closures, and refranchisings represent long-lived asset impairments, losses (gains) from asset write-offs and sales of properties, and costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.

Litigation settlements (gains) and reserves, net primarily reflect accruals, payments made, and proceeds received in connection with litigation and arbitration matters and other business disputes.

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 the 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.

Note 15. Commitments and Contingencies

Litigation

We are involved in legal proceedings arising in the ordinary course of business relating to matters including, but not limited to, disputes with franchisees, suppliers, employees and customers, as well as disputes over our intellectual property.

Burger King Company LLC, and various affiliates, including RBI, are defendants in a class action lawsuit brought by former Burger King employees in the U.S. District Court for the Southern District of Florida. The lawsuit alleges that the defendants violated Section 1 of the Sherman Act by incorporating an employee no-solicitation and no-hiring clause in the Burger King standard form franchise agreement. Each plaintiff seeks injunctive relief and damages for each member of the class. In March 2020, the court granted the defendants’ motion to dismiss for failure to state a claim, but in August 2022 the decision was reversed on appeal and remanded for further proceedings. In April 2025, the plaintiffs filed an amended complaint, and in May 2025, the defendants filed an answer. In March 2026, a court-ordered mediation between the parties resulted in an impasse. While we intend to vigorously defend against these claims, we are unable to predict the ultimate outcome of this case or estimate the range of possible loss, if any.

In October 2024, purported former shareholders of Carrols filed a complaint in the Delaware Court of Chancery against RBI and two individual directors of Carrols. The complaint arises from the Carrols Acquisition and alleges that RBI coerced Carrols into the transaction, that the two directors failed to disclose that their interest differed from the interests of other Carrols shareholders, and that the two directors were not independent from RBI. The complaint also includes claims for breach of fiduciary duty and unjust enrichment by RBI. The plaintiffs seek equitable relief, damages and fees and expenses. In July 2026, the parties reached an agreement-in-principle to settle the case, subject to final court approval.

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Note 16. Supplier Finance Programs

Our TH business includes individually negotiated contracts with suppliers, which include payment terms that range up to 120 days. A global financial institution offers a voluntary supply chain finance (“SCF”) program to certain TH vendors, which provides suppliers that elect to participate with the ability to elect early payment, at a discount based on the payment terms and a rate based on RBI's credit rating, which may be beneficial to the vendor. Participation in the SCF program is at the sole discretion of the suppliers and the financial institution and we are not a party to the arrangements between the suppliers and the financial institution. Our obligations to suppliers are not affected by the suppliers’ decisions to participate in the SCF program and our payment terms remain the same based on the original supplier invoicing terms and conditions. No guarantees are provided by us or any of our subsidiaries in connection with the SCF Program.

Our confirmed outstanding obligations under the SCF program at September 30, 2026 and December 31, 2025 totaled $56 million and $38 million, respectively, and are classified as Accounts and drafts payable in our condensed consolidated balance sheets. All activity related to the obligations is classified as Supply chain cost of sales in our condensed consolidated statements of operations and presented within cash flows from operating activities in our condensed consolidated statements of cash flows.

Note 17. Subsequent Events

Dividends

On October 2, 2026, we paid a cash dividend of $0.65 per common share to common shareholders of record on September 18, 2026. On such date, Partnership also made a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per exchangeable unit to holders of record on September 18, 2026.

Subsequent to September 30, 2026, our board of directors declared a cash dividend of $0.65 per common share, which will be paid on January 5, 2027 to common shareholders of record on December 22, 2026. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.

Share Repurchases

Subsequent to September 30, 2026 through October 23, 2026, we repurchased 235,276 of our common shares for $17 million and as of October 23, 2026 had $751 million remaining under our share repurchase authorization.

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

The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto (“Financial Statements”) in Item 1 and the Special Note Regarding Forward-Looking Statements later in this Item 2. All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated. Percentages may not recompute due to rounding.

Overview

We are one of the world’s largest quick service restaurant (“QSR”) companies with over $49 billion in annual system-wide sales and over 33,000 restaurants, over 95% of which are franchised, in more than 120 countries and territories as of September 30, 2026. We own and franchise four iconic brands, Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. Our brands have complementary daypart mixes and product platforms that benefit from global scale and the sharing of best practices while preserving the independence and rich heritage of each brand.

We have six operating and reportable segments, including four franchisor segments for our Tim Hortons, Burger King, Popeyes, and Firehouse Subs brands in the U.S. and Canada (“TH”, “BK”, “PLK”, and “FHS”, respectively) and a fifth franchisor segment for all of our brands in the rest of the world (“INTL”). Additionally, we have a sixth operating and reportable segment, Restaurant Holdings (“RH”), which includes the operations of (i) Burger King restaurants acquired in our acquisition of Carrols Restaurant Group Inc. (the “Carrols Acquisition”), (ii) restaurants acquired in our acquisition of Popeyes China (“PLK China”) (“PLK China Acquisition”), and (iii) Firehouse Subs Brazil (“FHS Brazil”) restaurants.

RBI maintains 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 new investors for PLK China and FHS Brazil and sunset the RH segment. 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 restaurants) and eliminated upon consolidation.

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 3, “Segment Reporting” of the Financial Statements for additional information about our operating and reportable segments and our measure of segment income.

On February 14, 2025, we acquired substantially all the remaining equity interests in Pangaea Foods (China) Holdings Ltd. (“BK China”). Following the acquisition, we ceased accounting for our interest in BK China as an equity method investment and ceased recognition of franchise revenue. BK China met the criteria to be classified as held for sale and was reported as discontinued operations. On January 30, 2026, we established a joint venture with CPE Alder Investment Limited, a fund managed by CPE (“CPE”), with respect to the operations of BK China (the “BK China JV”). CPE invested $350 million of primary capital into the BK China JV. Following the transaction, we deconsolidated BK China, began accounting for our remaining 17% equity interest in the BK China JV under the equity method of accounting, and resumed recognizing franchise revenue, primarily related to royalties, from the BK China JV in our INTL segment. We refer to the acquisition of BK China and the subsequent establishment of the BK China JV collectively as the “BK China Transactions.” See Note 5, “BK China” of the Financial Statements and Note 6, “Equity Method Investments” of the Financial Statements for additional information.

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Key Operating Metrics

Key performance indicators (“KPIs”) are shown for RBI's five franchisor segments. The KPIs for the Carrols Burger King restaurants are included in the BK segment, and the KPIs for the BK China, PLK China, and FHS Brazil restaurants are included in the INTL segment.

We evaluate our restaurants and assess our business based on the following operating metrics:

•System-wide sales growth refers to the percentage change in sales at all franchised restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. System-wide sales is reported on a nominal basis.

•Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period on a constant currency basis for restaurants that have been open for an initial consecutive period, typically at least 13 months. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.

•Unless otherwise stated, system-wide sales growth, system-wide sales, and comparable sales are presented on a system-wide basis, which means they include franchised restaurants and Company restaurants. System-wide results are driven by our franchised restaurants, as over 95% of system-wide restaurants are franchised. Franchise sales represent sales at all franchised restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.

•Net restaurant growth refers to the net change in restaurant count (openings, net of permanent closures) over a trailing twelve-month period, divided by the restaurant count at the beginning of the trailing twelve-month period. In determining whether a restaurant meets our definition of a restaurant that will be included in our net restaurant growth, we consider factors such as scope of operations, format and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as “alternative formats” and we believe these are helpful to build brand awareness, test new concepts and provide convenience in certain markets.

These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of marketing, operations, and growth initiatives.

The following tables present our consolidated key operating metrics for each of the periods indicated, which have been derived from our internal records. We evaluate our restaurants and assess our business based on these operating metrics. These metrics may differ from those used by other companies in our industry, who may define these metrics differently.


	Three Months Ended September 30,						Nine Months Ended September 30,
Consolidated Key Operating Metrics	2026			2025			2026			2025
System-wide Sales Growth (a)	6.2		%	6.9		%	6.3		%	5.1		%
System-wide Sales (in US$ millions) (a)	$	12,972		$	12,282		$	37,185		$	34,631
Comparable Sales	3.8		%	4.0		%	3.6		%	2.2		%
Net Restaurant Growth	3.0		%	2.8		%	3.0		%	2.8		%
System Restaurant Count at Period End	33,401			32,423			33,401			32,423

(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.

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Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025

Tabular amounts in millions of U.S. dollars unless noted otherwise. Totals, variances, and percentage changes may not calculate exactly due to rounding. We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. We analyze these results on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.


Consolidated	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:
Supply chain sales	$	780	$	769	$	11	$	(11)	$	22	$	2,254	$	2,112	$	142	$	13	$	129
Company restaurant sales	608		588		20		—		19		1,784		1,746		38		1		37
Franchise and property revenues	814		778		37		(6)		43		2,329		2,201		129		20		109
Advertising revenues and other services	323		314		9		(1)		10		942		909		33		4		28
Total revenues	2,525		2,449		77		(18)		94		7,309		6,968		341		38		303
Operating costs and expenses:
Supply chain cost of sales	618		619		1		9		(8)		1,817		1,704		(113)		(11)		(102)
Company restaurant expenses	509		498		(12)		—		(11)		1,494		1,464		(30)		(1)		(29)
Franchise and property expenses	151		147		(3)		1		(5)		409		421		12		(3)		15
Advertising expenses and other services	354		342		(12)		1		(14)		1,064		1,017		(47)		(5)		(42)
General and administrative expenses	183		170		(13)		1		(14)		544		549		4		(6)		10
(Income) loss from equity method investments	(6)		(2)		5		—		5		(10)		(12)		(2)		—		(2)
Other operating expenses (income), net	20		12		(8)		(1)		(7)		(27)		244		271		(9)		281
Total operating costs and expenses	1,829		1,786		(43)		10		(54)		5,291		5,387		96		(36)		132
Income from operations	696		663		33		(7)		41		2,018		1,581		437		2		435
Interest expense, net	125		129		4		—		4		372		391		19		—		19

Income from continuing operations before income taxes	571		534		37		(7)		44		1,646		1,190		456		3		454
Income tax (benefit) expense from continuing operations	(133)		94		227		1		226		(168)		263		431		(1)		431
Net income from continuing operations	704		440		264		(6)		270		1,814		927		887		2		885
Net loss from discontinued operations (net of tax of $0)	—		4		4		—		4		—		7		7		—		7
Net income	$	704	$	436	$	268	$	(7)	$	274	$	1,814	$	920	$	894	$	1	$	892

Our operating results are impacted by a number of external factors, including consumer spending levels and general economic conditions.

During the three and nine months ended September 30, 2026, the increases in Total revenues were primarily driven by increased system-wide sales across our INTL, BK, TH, and FHS segments and higher Supply chain sales. Results also reflect an unfavorable FX Impact during the three months ended September 30, 2026, and a favorable FX Impact during the nine months ended September 30, 2026.

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During the three months ended September 30, 2026, the increase in Income from operations was primarily driven by higher segment income across our INTL, BK, TH, and FHS segments.

During the nine months ended September 30, 2026, the increase in Income from operations was primarily driven by a net gain on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financing, compared to a net loss in the prior year, as well as higher segment income across our INTL, BK, TH, and FHS segments.

During the three and nine months ended September 30, 2026, the increases in Net income from continuing operations were primarily driven by an increase in Income from operations and an Income tax benefit from continuing operations compared to Income tax expense from continuing operations in the prior year.

General and Administrative Expenses

Our general and administrative expenses were comprised of the following:


	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Segment G&A (a):
TH	$	32	$	33	$	1	$	—	$	1	$	100	$	104	$	4	$	(1)	$	5
BK	33		30		(3)		—		(3)		97		97		—		—		—
PLK	19		17		(2)		—		(2)		55		57		2		—		2
FHS	12		12		—		—		—		38		39		1		—		1
INTL	53		47		(5)		—		(6)		155		145		(10)		(4)		(5)
RH	28		23		(5)		—		(5)		79		70		(9)		(1)		(8)
RH and BK China Transaction costs	2		7		5		—		5		11		29		18		—		18
Corporate restructuring and advisory fees	5		1		(4)		—		(4)		9		7		(2)		—		(2)
General and administrative expenses	$	183	$	170	$	(13)	$	1	$	(14)	$	544	$	549	$	4	$	(6)	$	10

(a)Segment G&A excludes expenses from non-recurring projects and non-operating activities, such as RH and BK China Transaction costs, and Corporate restructuring and advisory fees (as defined below).

In connection with (a) the Carrols Acquisition, the PLK China Acquisition, and the BK China Transactions, and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the planned sunset of the RH segment, we incurred non-recurring fees and expenses, consisting primarily of professional fees, compensation-related expenses, and integration costs, all of which are classified as general and administrative expenses in the condensed consolidated statements of operations (“RH and BK China Transaction costs”). We expect to incur additional RH and BK China Transaction costs in 2026.

In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, as well as services related to significant tax reform legislation and regulations, we incurred non-operating expenses primarily from professional advisory and consulting services (“Corporate restructuring and advisory fees”).

During the three months ended September 30, 2026, the increase in general and administrative expenses was primarily driven by higher Segment G&A in our INTL, RH, BK, and PLK segments, primarily due to higher compensation-related expenses, and an increase in Corporate restructuring and advisory fees, partially offset by a decrease in RH and BK China Transaction costs.

During the nine months ended September 30, 2026, the decrease in general and administrative expenses was primarily driven by a decrease in RH and BK China Transaction costs and lower Segment G&A in our TH and PLK segments, primarily due to lower compensation-related expenses. These factors were partially offset by higher Segment G&A in our RH and INTL segments, primarily due to higher compensation-related expenses, as well as higher Corporate restructuring and advisory fees. Results also reflect an unfavorable FX Impact.

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(Income) Loss from Equity Method Investments

(Income) loss from equity method investments reflects our share of investee net income or loss, as well as gains or losses from changes in our ownership interests in equity investees.

The change in (income) loss from equity method investments reflects changes in earnings of our equity method investments during the three and nine months ended September 30, 2026 compared to the prior year periods.

Other Operating Expenses (Income), net

Our other operating expenses (income), net consisted of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	20	$	7	$	19	$	22
Litigation settlements (gains) and reserves, net	(1)		2		4		6
Net losses (gains) on foreign exchange	(11)		1		(61)		208
Other, net	12		2		11		8
Other operating expenses (income), net	$	20	$	12	$	(27)	$	244

Net losses (gains) on disposal of assets, restaurant closures and refranchisings represent long-lived asset impairments, losses (gains) from asset write-offs and sales of properties, and costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.

Litigation settlements (gains) and reserves, net primarily reflect accruals, payments made, and proceeds received in connection with litigation and arbitration matters and other business disputes.

Interest Expense, net

Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Interest expense, net	$	125		$	129		$	372		$	391
Weighted average interest rate on long-term debt	4.4		%	4.4		%	4.4		%	4.4		%

During the three and nine months ended September 30, 2026, interest expense, net decreased primarily due to a decrease in long-term debt, driven by the voluntary repayment of a portion of Term Loan B during 2025.

Income Tax (Benefit) Expense from Continuing Operations

Our effective tax rate was (23.2)% and 17.6% for the three months ended September 30, 2026 and 2025, respectively, and (10.2)% and 22.1% for the nine months ended September 30, 2026 and 2025, respectively. The changes in our effective tax rates were primarily due to discrete tax benefits resulting from the movements in net deferred tax assets in connection with intra-group reorganizations undertaken in 2026, partially offset by the impact of the administrative guidance issued by the Organization for Economic Cooperation and Development (“OECD”) in 2025.

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Segment Results of Operations for the Three and Nine Months Ended September 30, 2026 and 2025


TH Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025

System-wide Sales Growth (a)	2.0		%	4.8		%	1.6		%	3.0		%
System-wide Sales (a)	$	2,039		$	2,029		$	5,780		$	5,655
Comparable Sales	1.5		%	4.2		%	1.0		%	2.7		%
Comparable Sales - Canada	1.8		%	4.2		%	1.1		%	2.8		%
Net Restaurant Growth	1.0		%	0.6		%	1.0		%	0.6		%
System Restaurant Count at Period End	4,579			4,532			4,579			4,532

(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.


TH Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:
Supply chain sales	$	780	$	769	$	11	$	(11)	$	22	$	2,254	$	2,111	$	142	$	13	$	129
Company restaurant sales	11		12		(1)		—		(1)		31		34		(3)		—		(3)
Franchise and property revenues	266		264		3		(4)		7		761		744		17		5		12
Advertising revenues and other services	79		80		(1)		(1)		—		224		222		2		1		—
Total revenues	1,136		1,125		11		(16)		27		3,270		3,112		158		20		139
Supply chain cost of sales	618		619		1		9		(8)		1,817		1,704		(113)		(11)		(102)
Company restaurant expenses	10		11		1		—		1		28		30		2		—		2
Segment F&P expenses	86		86		—		1		(2)		254		246		(7)		(2)		(6)
Advertising expenses and other services	77		77		(1)		1		(2)		249		236		(13)		(2)		(12)
Segment G&A	32		33		1		—		1		100		104		4		(1)		5
Adjustments:

Cash distributions received from equity method investments	4		4		—		—		—		11		11		—		—		—
Adjusted Operating Income	317		304		13		(4)		17		833		803		30		4		26

During the three months ended September 30, 2026, the increase in Total revenues was driven by higher Supply chain sales primarily due to increases in equipment sales to franchisees and commodity prices, as well as higher Franchise and property revenues primarily from increased system-wide sales. Results also reflect an unfavorable FX Impact.

During the nine months ended September 30, 2026, the increase in Total revenues was primarily driven by higher Supply chain sales due to increases in commodity prices and equipment sales to franchisees, as well as higher Franchise and property revenues primarily from increased system-wide sales. Results also reflect a favorable FX Impact.

During the three months ended September 30, 2026, the increase in Adjusted Operating Income was primarily driven by tariff refunds and higher Franchise and property revenues. Results also reflect an unfavorable FX Impact.

During the nine months ended September 30, 2026, the increase in Adjusted Operating Income was primarily driven by tariff refunds, revenue growth, and a decrease in Segment G&A. These factors were partially offset by an increase in Supply chain cost of sales, primarily due to higher commodity prices. Adjusted Operating Income was also impacted by increases in Advertising expenses and other services driven by the timing of marketing-related expenditures. Results also reflect a favorable FX Impact.

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BK Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025

System-wide Sales Growth	7.6		%	2.3		%	7.1		%	0.6		%
System-wide Sales	$	3,178		$	2,956		$	9,224		$	8,608
Comparable Sales	8.3		%	3.1		%	7.6		%	1.1		%
Comparable Sales - US	8.4		%	3.2		%	7.6		%	1.2		%
Net Restaurant Growth	(0.9)		%	(1.1)		%	(0.9)		%	(1.1)		%
System Restaurant Count at Period End	6,979			7,043			6,979			7,043


BK Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:
Company restaurant sales	$	43	$	62	$	(19)	$	—	$	(19)	$	133	$	183	$	(50)	$	—	$	(50)
Franchise and property revenues (a)	199		187		12		—		12		575		537		38		—		37
Advertising revenues and other services (b)	154		138		16		—		16		450		411		39		—		39
Total revenues	396		387		9		—		9		1,157		1,131		26		—		26
Company restaurant expenses	38		59		21		—		21		120		170		50		—		50
Segment F&P expenses	33		35		2		—		2		99		98		(1)		—		(1)
Advertising expenses and other services	156		141		(15)		—		(15)		453		419		(34)		—		(34)
Segment G&A	33		30		(3)		—		(3)		97		97		—		—		—



Adjusted Operating Income	136		123		13		—		13		388		347		41		—		41

(a)Franchise and property revenues include intersegment revenues with RH consisting of royalties and rent of $29 million and $86 million during the three and nine months ended September 30, 2026, respectively, and $28 million and $83 million during three and nine months ended September 30, 2025, respectively, which are eliminated in consolidation.

(b)Advertising revenues and other services include intersegment revenues with RH consisting of advertising contributions and tech fees of $22 million and $67 million during the three and nine months ended September 30, 2026, respectively, and $21 million and $63 million during the three and nine months ended September 30, 2025, respectively, which are eliminated in consolidation.

During the three and nine months ended September 30, 2026, the increases in Total revenues were primarily driven by the increase in comparable sales, partially offset by the net impact of refranchisings.

During the three and nine months ended September 30, 2026, the increases in Adjusted Operating Income were primarily driven by higher Franchise and property revenues.

Franchise and property revenues and Segment F&P expenses reflect convention revenues and expenses recognized during the three and nine months ended September 30, 2025. Convention-related revenues and expenses have an immaterial net impact to Adjusted Operating Income.

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PLK Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025

System-wide Sales Growth	(1.0)		%	0.7		%	(2.7)		%	0.0		%
System-wide Sales	$	1,503		$	1,519		$	4,453		$	4,571
Comparable Sales	(1.8)		%	(2.4)		%	(4.5)		%	(2.6)		%
Comparable Sales - US	(2.2)		%	(2.0)		%	(4.6)		%	(2.3)		%
Net Restaurant Growth	0.0		%	2.2		%	0.0		%	2.2		%
System Restaurant Count at Period End	3,542			3,541			3,542			3,541


PLK Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:
Company restaurant sales	$	55	$	44	$	11	$	—	$	11	$	145	$	136	$	8	$	—	$	8
Franchise and property revenues	82		81		1		—		1		237		245		(8)		—		(8)
Advertising revenues and other services	68		76		(9)		—		(9)		211		223		(12)		—		(12)
Total revenues	204		201		4		—		4		593		605		(12)		—		(12)
Company restaurant expenses	49		39		(9)		—		(9)		128		118		(10)		—		(10)
Segment F&P expenses	8		3		(6)		—		(6)		14		10		(4)		—		(4)
Advertising expenses and other services	71		79		8		—		8		220		230		11		—		11
Segment G&A	19		17		(2)		—		(2)		55		57		2		—		2



Adjusted Operating Income	58		63		(5)		—		(5)		177		188		(12)		—		(12)

During the three months ended September 30, 2026, the increase in Total revenues was primarily driven by higher Company restaurant sales due to restaurants acquired during the period, partially offset by lower Advertising revenues and other services due primarily to a decline in advertising fund contributions.

During the nine months ended September 30, 2026, the decrease in Total revenues was primarily driven by a decline in comparable sales, partially offset by higher Company restaurant sales due to restaurants acquired during the period.

During the three months ended September 30, 2026, the decrease in Adjusted Operating Income was primarily driven by a decline in comparable sales and an increase in Segment G&A, partially offset by higher Company restaurant sales.

During the nine months ended September 30, 2026, the decrease in Adjusted Operating Income was primarily driven by a decline in comparable sales.

Franchise and property revenues and Segment F&P expenses reflect convention revenues and expenses recognized during the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025. Convention-related revenues and expenses have an immaterial net impact to Adjusted Operating Income.

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FHS Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025

System-wide Sales Growth	8.3		%	10.7		%	7.7		%	8.1		%
System-wide Sales	$	360		$	332		$	1,068		$	991
Comparable Sales	1.5		%	2.6		%	0.5		%	0.7		%
Comparable Sales - US	2.0		%	2.5		%	1.0		%	0.5		%
Net Restaurant Growth	7.8		%	7.7		%	7.8		%	7.7		%
System Restaurant Count at Period End	1,509			1,400			1,509			1,400


FHS Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:
Company restaurant sales	$	12	$	11	$	1	$	—	$	1	$	35	$	33	$	2	$	—	$	2
Franchise and property revenues	32		30		2		—		2		90		84		5		—		5
Advertising revenues and other services	21		18		3		—		3		61		55		7		—		7
Total revenues	65		60		5		—		5		186		172		14		—		14
Company restaurant expenses	10		9		(1)		—		(1)		30		28		(2)		—		(2)
Segment F&P expenses	4		5		—		—		—		8		8		—		—		—
Advertising expenses and other services	22		19		(3)		—		(3)		64		57		(7)		—		(7)
Segment G&A	12		12		—		—		—		38		39		1		—		1



Adjusted Operating Income	16		14		2		—		2		47		41		6		—		6

During the three and nine months ended September 30, 2026, the increases in Total revenues and Adjusted Operating Income were primarily driven by the increase in restaurant count.

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INTL Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025

System-wide Sales Growth (a)	9.0		%	12.1		%	10.2		%	10.3		%
System-wide Sales (a)	$	5,893		$	5,447		$	16,662		$	14,806
Comparable Sales	3.9		%	6.5		%	5.0		%	4.5		%
Comparable Sales - INTL - Burger King	3.8		%	6.4		%	4.8		%	4.5		%
Net Restaurant Growth	5.6		%	5.1		%	5.6		%	5.1		%
System Restaurant Count at Period End	16,792			15,907			16,792			15,907

(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.


INTL Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Revenues:

Franchise and property revenues	$	266	$	245	$	21	$	(2)	$	23	$	754	$	673	$	81	$	14	$	67
Advertising revenues and other services	23		22		1		—		—		63		62		1		3		(2)
Total revenues	289		268		22		(2)		23		817		735		82		17		65

Segment F&P expenses	6		7		1		—		1		(4)		21		25		—		25
Advertising expenses and other services	25		25		—		—		—		70		70		—		(3)		3
Segment G&A	53		47		(5)		—		(6)		155		145		(10)		(4)		(5)



Adjusted Operating Income	205		189		17		(2)		18		596		499		97		9		88

During the three and nine months ended September 30, 2026, the increases in Total revenues were primarily driven by higher royalty revenues from Burger King and Popeyes restaurants resulting from the increase in system-wide sales, as well as the resumption of royalty revenues from BK China following the establishment of the BK China JV. For the nine months ended September 30, 2026, results also reflect a favorable FX Impact.

During the three months ended September 30, 2026, the increase in Adjusted Operating Income was driven by revenue growth, partially offset by an increase in Segment G&A.

During the nine months ended September 30, 2026, the increase in Adjusted Operating Income was driven by revenue growth and a decrease in Segment F&P expenses, reflecting net bad debt recoveries in the current year compared to net bad debt expense in the prior year. These factors were partially offset by an increase in Segment G&A. Results also reflect a favorable FX Impact.

Franchise and property revenues and Segment F&P expenses reflect Burger King international convention revenues and expenses recognized during the nine months ended September 30, 2025. Convention-related revenues and expenses have an immaterial net impact to Adjusted Operating Income.

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RH Segment	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025



System-wide Sales	$	488		$	464		$	1,443		$	1,359
System-wide Sales - BK US	$	471		$	458		$	1,403		$	1,345
System-wide Sales - INTL	$	17		$	6		$	40		$	13
Comparable Sales	7.8		%	4.8		%	7.1		%	2.3		%
Comparable Sales - BK US	7.8		%	4.8		%	7.2		%	2.3		%
System Restaurant Count at Period End	1,071			1,068			1,071			1,068
System Restaurant Count at Period End - BK US	950			1,012			950			1,012
System Restaurant Count at Period End - INTL	121			56			121			56


RH Segment	Three Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact		Nine Months Ended September 30,				Variance		FX Impact		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)						2026		2025		Favorable / (Unfavorable)
Total revenues	$	487	$	459	$	28	$	—	$	28	$	1,441	$	1,360	$	81	$	1	$	80
Food, beverage and packaging costs	148		136		(12)		—		(12)		435		391		(44)		—		(44)
Restaurant wages and related expenses	154		148		(6)		—		(6)		454		445		(9)		—		(9)
Restaurant occupancy and other expenses (a)	126		119		(7)		—		(7)		376		353		(23)		—		(23)
Company restaurant expenses	429		403		(26)		—		(25)		1,265		1,188		(77)		(1)		(76)
Advertising expenses and other services (b)	26		23		(2)		—		(2)		75		68		(7)		—		(7)
Segment G&A	28		23		(5)		—		(5)		79		70		(9)		(1)		(8)
Adjusted Operating Income	5		10		(4)		—		(4)		21		33		(12)		(1)		(11)

Note: RH KPIs are shown consistently with RBI’s reporting calendar, but in 2025, results from BK restaurants in the statements of operations were shown consistently with the Carrols reporting calendar, which for the three and nine months ended September 30, 2025 were from June 30, 2025 to September 28, 2025 and from December 30, 2024 to September 28, 2025, respectively.

(a)Restaurant occupancy and other expenses include intersegment royalties and property expenses of $30 million and $88 million during the three and nine months ended September 30, 2026, respectively, and $28 million and $83 million for the three and nine months ended September 30, 2025, respectively, which are eliminated in consolidation.

(b)Advertising expenses and other services include intersegment advertising expenses and tech fees of $22 million and $67 million during the three and nine months ended September 30, 2026, respectively, and $21 million and $63 million for the three and nine months ended September 30, 2025, respectively, which are eliminated in consolidation.

The RH segment includes results from (i) Burger King restaurants acquired as part of the Carrols Acquisition and (ii) PLK China and FHS Brazil restaurants. RH segment results reflect the impact of refranchising Carrols Burger King restaurants as well as incremental investments in the PLK China and FHS Brazil start-up businesses.

During the three and nine months ended September 30, 2026, the increases in Total revenues were primarily driven by an increase in BK US comparable sales and an increase in PLK China restaurant count, partially offset by the refranchisings of Carrols Burger King restaurants.

During the three and nine months ended September 30, 2026, the decreases in Adjusted Operating Income were primarily driven by increases in Company restaurant expenses and Segment G&A, partially offset by higher revenues. The increases in Company restaurant expenses reflect higher Carrols Burger King Company restaurant expenses, primarily driven by increased sales, and higher expenses related to scaling our international start-up businesses. For the nine months ended September 30, 2026, the increase in Company restaurant expenses also reflected higher depreciation and amortization expenses.

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Non-GAAP Reconciliations

The table below contains information regarding Adjusted Operating Income, which is a non-GAAP measure. This non-GAAP measure does not have a standardized meaning under U.S. GAAP and may differ from a similarly captioned measure used by other companies in our industry. We believe this non-GAAP measure is useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing this non-GAAP measure, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. Adjusted Operating Income is defined as income from operations excluding (i) franchise agreement and reacquired franchise rights intangible asset amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net, and, (iv) expenses from non-recurring projects and non-operating activities. For the periods presented, expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses, consisting primarily of professional fees, compensation-related expenses, and integration costs, incurred in connection with (a) the Carrols Acquisition, the PLK China Acquisition, and the BK China Transactions, and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the planned sunset of the RH segment; and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to reoccur in the foreseeable future, and the varied timing, size, and nature of these projects may cause volatility in our results unrelated to the performance of our core business or the trends of our core operations.

Adjusted Operating Income is used by management to measure the operating performance of our business, excluding non-cash and other specifically identified items described above which management believes are not relevant to its assessment of our operating performance. Adjusted Operating Income, as defined above, also represents our measure of segment income for each of our operating segments.


	Three Months Ended September 30,				Variance		Nine Months Ended September 30,			Variance
	2026		2025		Favorable / (Unfavorable)		2026	2025		Favorable / (Unfavorable)

Income from operations	$	696	$	663	$	33		$	2,018	$	1,581	$	437
Franchise agreement and reacquired franchise rights amortization	16		16		—			48		49		1
RH and BK China Transaction costs	2		7		5			11		29		18
Corporate restructuring and advisory fees	5		1		(4)			9		7		(2)
Impact of equity method investments (a)	(3)		2		5			1		(1)		(2)
Other operating expenses (income), net	20		12		(8)			(27)		244		271
Adjusted Operating Income	$	737	$	702	$	35		$	2,061	$	1,910	$	151

Segment income
TH	$	317	$	304	$	13		$	833	$	803	$	30
BK	136		123		13			388		347		41
PLK	58		63		(5)			177		188		(12)
FHS	16		14		2			47		41		6
INTL	205		189		17			596		499		97
RH	5		10		(4)			21		33		(12)
Adjusted Operating Income	$	737	$	702	$	35		$	2,061	$	1,910	$	151

The increases in Adjusted Operating Income for the three and nine months ended September 30, 2026 reflect increases in segment income in our INTL, BK, TH, and FHS segments, partially offset by decreases in segment income in our PLK and RH segments.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash on hand, cash generated by operations, and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to repurchase our common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to voluntarily prepay, redeem or repurchase our or any of our affiliates’ outstanding debt, to fund acquisitions and other investing activities, such as capital expenditures and joint venture investments, and to pay dividends on our common shares and make distributions on the Partnership exchangeable units. Our liquidity requirements are significant, primarily due to debt service requirements.

As of September 30, 2026, we had cash and cash equivalents of $974 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.

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 (which we completed in 2024) and high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements (“Royal Reset”). As of September 30, 2026, we have funded $198 million out of up to $550 million planned toward the Royal Reset investments. These amounts are not inclusive of funds applied to remodels of Burger King restaurants acquired in the Carrols Acquisition.

As of September 30, 2026, we had outstanding cross-currency rate swap contracts designated as hedges between the Canadian dollar and U.S. dollar, in 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, in which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $2,750 million. We expect to receive $54 million in fixed-rate interest payments in the next twelve months in connection with these outstanding cross-currency swaps.

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. On September 11, 2026, in furtherance of this share repurchase authorization, we announced that the Toronto Stock Exchange had accepted the notice of our intention to renew our normal course issuer bid, permitting the repurchase of up to 34,404,688 common shares for the 12-month period commencing September 16, 2026 and ending on September 15, 2027. During the nine months ended September 30, 2026, we repurchased 3,101,650 of our common shares for $232 million, and as of September 30, 2026, had $768 million remaining under the share repurchase authorization. Subsequent to September 30, 2026 through October 23, 2026, we repurchased 235,276 of our common shares for $17 million and as of October 23, 2026 had $751 million remaining under the share repurchase authorization.

We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.

On June 20, 2024, Canada enacted tax legislation to restrict the deduction of excessive interest and financing expenses (“EIFEL”) which is effective for taxation years beginning on or after October 1, 2023. As a result, we expect to have restricted interest and financing tax deductions for the current and next few fiscal years, which will continue to increase our cash taxes.

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Debt Instruments and Debt Service Requirements

As of September 30, 2026, our total debt consists primarily of borrowings under our Credit Facilities, amounts outstanding under our Senior Notes, and obligations under finance leases.

As of September 30, 2026, two of our subsidiaries are borrowers under a credit agreement governing our senior secured term loan facilities (the “Term Loan Facilities”), under which $5,662 million was outstanding with a weighted average interest rate of 5.49%. 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%.

Based on the amounts outstanding under the Term Loan Facilities and SOFR as of September 30, 2026, required debt service for the next twelve months is estimated to be approximately $314 million in interest payments and $56 million in principal payments. In addition, based on SOFR as of September 30, 2026, net cash settlements that we expect to receive on our $3,500 million interest rate swaps are estimated to be approximately $43 million for the next twelve months. Based on the amounts outstanding at September 30, 2026, 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.

Restrictions and Covenants

As of September 30, 2026, we were in compliance with all applicable financial debt covenants under the Credit Facilities and the indentures governing our Senior Notes.

Cash Dividends

On October 2, 2026, we paid a dividend of $0.65 per common share and Partnership made a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per Partnership exchangeable unit.

Our board of directors has declared a cash dividend of $0.65 per common share, which will be paid on January 5, 2027 to common shareholders of record on December 22, 2026. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.

In addition, because we are a holding company, our ability to pay cash dividends on our common shares may be limited by restrictions under our debt agreements. Although we do not have a formal dividend policy, our board of directors may, subject to compliance with the covenants contained in our debt agreements and other considerations, determine to pay dividends in the future.

Outstanding Security Data

As of October 23, 2026, we had outstanding 348,350,731 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 15 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, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February 20, 2026.

There were 102,926,279 Partnership exchangeable units outstanding as of October 23, 2026. The holders of Partnership exchangeable units have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of our common shares.

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Comparative Cash Flows

Operating Activities

Cash provided by operating activities from continuing operations was $1,308 million for the nine months ended September 30, 2026, compared to $1,159 million during the prior year period. The change in cash provided by operating activities was primarily driven by increases in segment income in our INTL, BK, TH and FHS segments, a decrease in income tax payments, and a decrease in interest payments, partially offset by an increase in cash used for working capital.

Investing Activities

Cash used for investing activities from continuing operations was $118 million for the nine months ended September 30, 2026, compared to $213 million during the prior year period. The change in cash used for investing activities was primarily driven by the acquisition of BK China in 2025.

Financing Activities

Cash used for financing activities from continuing operations was $1,332 million for the nine months ended September 30, 2026, compared to $952 million during the prior year period. The change in cash used for financing activities was primarily driven by repurchases of RBI common shares and Partnership exchangeable units in 2026 and increases in dividend payments and Partnership exchangeable unit distributions, partially offset by a decrease in repayments of long-term debt.

Contractual Obligations

There have been no significant changes to our contractual obligations as disclosed in our 2025 Annual Report filed on Form 10-K, filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.

Critical Accounting Policies and Estimates

For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.

New Accounting Pronouncements

See Note 1 – Description of Business and Organization in the notes to the accompanying unaudited condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes during the nine months ended September 30, 2026 to the disclosures made in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was conducted under the supervision and with the participation of management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and Exchange Act Rules 15d-15(e)) as of September 30, 2026. Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of such date.

Internal Control Over Financial Reporting

The Company’s management, including the CEO and CFO, concluded there were no changes in the Company’s internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Special Note Regarding Forward-Looking Statements

Certain information contained in this report, including information regarding future financial performance and plans, targets, aspirations, expectations, and objectives of management, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of the Canadian securities laws. We refer to all of these as forward-looking statements. Forward-looking statements are forward-looking in nature and, accordingly, are subject to risks and uncertainties. These forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “target”, “potential” and other similar expressions and include, without limitation, statements regarding our expectations or beliefs regarding (i) the impact of macro-economic events and their potential to adversely impact our business, results of operations, liquidity, prospects and restaurant operations and those of our franchisees; (ii) our future financial obligations, including annual debt service requirements, capital expenditures and dividend payments, guarantees and indemnification obligations, and our ability and the sources of funds to meet such obligations; (iii) our efforts to identify new investors for PLK China and FHS Brazil and the subsequent sunset of the RH segment; (iv) future RH and BK China Transaction costs; (v) refranchising of Burger King restaurants acquired in the Carrols Acquisition; (vi) our future uses of liquidity, including debt repayments, investment activity (including investments under Burger King's Reclaim the Flame plan), dividend payments and equity repurchases; (vii) our exposure to changes in interest rates and foreign currency exchange rates and the impact of changes in interest rates and foreign currency exchange rates on the amount of our interest payments, future earnings and cash flows, as well as expected cash receipts under cross-currency rate swap contracts and interest rate swaps; (viii) certain accounting and financial-reporting matters, including the impact of changes in accounting standards, the assumptions underlying our critical accounting estimates and the nature, timing, amount, recurrence and impact of certain expenses and other items on our results of operations; (ix) certain tax matters, including our estimates with respect to tax matters and their impact on future periods, and any costs associated with contesting tax liabilities; (x) the adequacy of our cash flow from operations, cash on hand and credit facilities to meet our current requirements; and (xi) certain litigation matters.

Our forward-looking statements, included in this report and elsewhere, represent management’s expectations as of the date that they are made. Our forward-looking statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. However, these forward-looking statements are subject to a number of risks and uncertainties and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results, level of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, among other things, risks related to (1) our supply chain operations; (2) increased commodity prices; (3) significant and rapid fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity; (4) changes in applicable tax laws or interpretations thereof, and our ability to accurately interpret and predict the impact of such changes or interpretations on our financial condition and results; (5) the effectiveness of our marketing, advertising and digital programs and franchisee support of these programs; (6) the effectiveness of our operational and culinary initiatives; (7) our reliance on franchisees, including master franchisees and subfranchisees, to accelerate restaurant growth and execute their development commitments (including for BK China); (8) our relationship with, and the success of, our franchisees and risks related to our franchised business model; (9) our franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (10) evolving legislation and regulations, including in the area of franchise and labor and employment law; (11) global economic or other business conditions that may affect the desire or ability of our guests to purchase our products, such as inflationary pressures, high unemployment levels, declines in median income growth, consumer confidence and consumer discretionary spending and changes in consumer perceptions of dietary health, food safety, brand identity and value; (12) our ability to refranchise restaurants acquired in the Carrols Acquisition and to identify and successfully consummate agreements with new investors for PLK China and FHS Brazil when we plan to do so, and our ability to subsequently sunset the RH segment; (13) the ability to access liquidity under our credit facilities and derivatives, including counterparty risks; (14) our indebtedness, which could adversely affect our financial condition and prevent us from fulfilling our obligations; (15) our ability to successfully estimate the impact of certain accounting matters, including changes to factors underlying our critical accounting estimates and the price and pace of refranchisings; (16) tariffs and their impact on economic conditions or our business; (17) our ownership and leasing of real estate; and (18) risks related to unforeseen events, such as natural disasters or pandemics.

We operate in a very competitive and rapidly changing environment and our inability to successfully manage any of the above risks may permit our competitors to increase their market share and may decrease our profitability. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Finally, our future results will depend upon various other risks and

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uncertainties, including, but not limited to, those detailed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC and Canadian securities regulatory authorities on February 20, 2026, as well as other materials that we from time to time file with, or furnish to, the SEC or file with Canadian securities regulatory authorities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this section and elsewhere in this report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

Part II – Other Information

Item 1. Legal Proceedings

See Part I, Notes to Condensed Consolidated Financial Statements, Note 15, Commitments and Contingencies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Following are our monthly share repurchases for the third quarter of Fiscal year 2026:


Period	Total Number of Shares Purchased (in thousands)	Total Dollar Value of Shares Purchased (1) (in millions)		Average Price Paid per Share (1)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (in thousands)	Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (in millions)

July 1, 2026 - July 31, 2026	463	$	34	74.45	463	$	794
August 1, 2026 - August 31, 2026	74	5		74.49	74	789
September 1, 2026 - September 30, 2026	280	21		75.04	280	768
	817	$	61		817

(1)Amounts exclude excise taxes.

(2)In August 2025, the Board of Directors authorized repurchases of up to $1,000 million of our common shares from September 15, 2025 until September 30, 2027 and the open market repurchases of the common shares listed in the table above were made pursuant to that authorization. Under the program, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

Item 5. Other Information

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits



Exhibit Number						Description

31.1						Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*						Certification of Chief Executive Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*						Certification of Chief Financial Officer of Restaurant Brands International Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						iXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH						iXBRL Taxonomy Extension Schema Document

101.CAL						iXBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						iXBRL Taxonomy Extension Definition Linkbase Document

101.LAB						iXBRL Taxonomy Extension Label Linkbase Document

101.PRE						iXBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive File (formatted as iXBRL and contained in Exhibit 101)

* Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.