FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCHWAN AXEL MR
2. Issuer Name and Ticker or Trading Symbol

Restaurant Brands International Inc. [ QSR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Pres., Tim Hortons Americas
(Last)          (First)          (Middle)

C/O RESTAURANT BRANDS INTERNATIONAL INC., 130 KING STREET WEST; SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

4/4/2025
(Street)

TORONTO, A6 M5X 1E1
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares         157,760.389 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (Right to Buy) $58.44            (1)2/22/2028 Common Shares 40,000  40,000 D  
Option (Right to Buy) $64.75            (1)2/21/2029 Common Shares 30,000  30,000 D  
Option (Right to Buy) $66.31            (1)2/20/2030 Common Shares 56,000  56,000 D  
Restricted Share Units  (2)4/4/2025  A   35.1911 (3)    (4) (4)Common Shares 35.1911 $0 3,884.6437 D  
Restricted Share Units  (2)4/4/2025  A   76.4316 (3)    (5) (5)Common Shares 76.4316 $0 8,437.0579 D  
Performance Share Units  (6)4/4/2025  A   719.1953 (7)   2/22/2026 2/22/2026 Common Shares 719.1953 $0 79,389.885 D  
Restricted Share Units  (2)4/4/2025  A   94.6601 (3)    (8) (8)Common Shares 94.6601 $0 10,449.2519 D  
Performance Share Units  (9)4/4/2025  A   501.2516 (7)   3/15/2027 3/15/2027 Common Shares 501.2516 $0 55,331.7137 D  
Restricted Share Units  (2)4/4/2025  A   110.4518 (3)    (10) (10)Common Shares 110.4518 $0 12,192.4518 D  
Performance Share Units  (11)4/4/2025  A   560.9345 (7)   3/15/2028 3/15/2028 Common Shares 560.9345 $0 61,919.9345 D  

Explanation of Responses:
(1) These options are fully vested and exercisable.
(2) Each restricted share unit represents a contingent right to receive one common share.
(3) Represents dividend equivalent rights that accrued on the underlying award of restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(4) These restricted share units vest in equal annual installments. The remaining vesting will occur on December 31, 2025.
(5) These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025 and December 15, 2026.
(6) The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
(7) Represents dividend equivalent rights that accrued on the underlying award of performance based restricted share units. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the applicable performance based restricted share units and vest proportionately with and are subject to settlement and expiration upon the same terms as the restricted share units to which they relate.
(8) These restricted share units vest in equal annual installments. The remaining vestings will occur on December 15, 2025, December 15, 2026 and December 15, 2027.
(9) The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.
(10) These restricted share units vest in equal annual installments. The vestings will occur on December 15, 2025, December 15, 2026, December 15, 2027 and December 15, 2028.
(11) The shares reported represent an award of performance based restricted share units ("2025 PBRSUs") granted to the Reporting Person. The 2025 PBRSUs will have a performance period beginning February 28, 2025 and ending February 28, 2028 and to the extent earned will vest on March15, 2028. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SCHWAN AXEL MR
C/O RESTAURANT BRANDS INTERNATIONAL INC.
130 KING STREET WEST; SUITE 300
TORONTO, A6 M5X 1E1


Pres., Tim Hortons Americas

Signatures
/s/ Michele Keusch, as Attorney-in-Fact for Axel Schwan4/8/2025
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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