Restaurant Brands International Inc. (QSR)

Item 1. Business

Company Overview

We are one of the world’s largest quick service restaurant (“QSR”) companies with nearly $47 billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries and territories as of December 31, 2025. As of the date of this Annual Report on Form 10-K, over 95% of system-wide restaurants were franchised restaurants. Our remaining restaurants are Company restaurants, primarily restaurants we acquired as a part of the Carrols Acquisition, the vast majority of which we plan to refranchise over the coming years. We also operate some other Company restaurants as test locations for new initiatives and to develop operational talent.

Brand Overview

We own and franchise four iconic brands, Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. Our four iconic brands have complementary daypart mixes and product platforms that benefit from global scale and sharing of best practices while preserving the independence and rich heritage of each brand.

Tim Hortons® - Founded in 1964, Tim Hortons is one of the largest coffee and baked goods restaurant chains in North America and the largest in Canada as measured by total number of restaurants. Tim Hortons restaurants also serve a variety of hot and cold specialty beverages alongside delicious breakfast, lunch, and dinner offerings including sandwiches, wraps, flatbread pizzas, and more.

Burger King® - Founded in 1954, Burger King is the world’s second largest quick service hamburger restaurant chain, as measured by total number of restaurants, and is the Home of the Whopper®. Burger King restaurants feature flame-grilled hamburgers, chicken, and other specialty sandwiches.

Popeyes® - Founded in 1972, Popeyes is the world’s second largest quick service chicken concept, as measured by total number of restaurants, and delivers guests a unique “Louisiana” style menu featuring fried bone-in chicken, chicken tenders, chicken sandwiches, wings, and regional items.

Firehouse Subs® - Founded in 1994, Firehouse Subs is a leading player in the sandwich category in North America delivering guests hot and hearty subs piled high with quality steamed meats and cheese, as well as chili, soups, and other sides.

The following is a summary of our brands as of and for the year ended December 31, 2025:

	Number of Restaurants
Brand	U.S. and Canada	International	Global	Number of Countries and Territories	Global System Wide Sales ($ in millions)
Tim Hortons	4,586	1,646	6,232	21	$	8,248
Burger King	7,025	12,875	19,900	126	$	29,368
Popeyes	3,578	1,835	5,413	51	$	7,789
Firehouse Subs	1,449	47	1,496	9	$	1,357
Consolidated	16,638	16,403	33,041		$	46,762

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Our Business Strategy

Our strategic focus is centered on delivering three core pillars – Quality, Service, and Convenience – which we believe resonate with guests, franchisees, and the broader market and will allow us to deliver financial growth to our franchisees and our shareholders.

•High Quality Food and Experienced Franchisees

◦We are dedicated to consistently serving our guests high-quality food and beverages, both through everyday menu items and innovative limited-time promotions. We believe the development of new products is a key driver of the long-term success of our brands. Based on guest feedback, we seek to drive innovation designed to increase traffic, expand our guest base, strengthen underutilized dayparts and continue to build brand leadership in food quality and taste. We seek to recruit experienced and motivated franchisees, provide them a quality business model and work with them to increase restaurant sales and profitability, as we believe that franchisee profitability is critical to growing our brands around the world.

•Service Excellence is at the Heart of the Guest Experience

◦We believe that promoting consistent service excellence, across all of our brands and restaurants, is vital to our growth. We are working to enhance the guest experience through comprehensive training programs, modernized restaurant operations that leverage innovative technology and digital solutions and reimaged restaurants that improve both aesthetics and operational efficiency. Enhancing capabilities such as loyalty programs and digital ordering platforms including kiosks, allows us to provide more seamless and personalized interactions with guests.

•Increasing Convenience

◦We are committed to increasing convenience for our guests by expanding our global footprint through accelerated net restaurant growth, renovating existing restaurants, and strengthening drive-thru and delivery channels. We believe that refreshed, renovated restaurants enhance our brands’ images and drive franchisee profitability, and we work collaboratively with our franchisees to upgrade the image of our brands.

We believe that our focus on these three pillars will not only enhance profitability for our business and our franchisees, but also reinforce our commitment to the local communities where our restaurants operate.

Operating Segments

We report our results under the following six operating and reportable segments:

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

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-05-06 (period ending 2026-03-31).

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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 the 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 nearly $48 billion in annual system-wide sales and roughly 33,000 restaurants, over 95% of which are franchised, in more than 120 countries and territories as of March 31, 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 Burger King restaurants acquired as part of our acquisition of Carrols Restaurant Group Inc. (the “Carrols Acquisition”), as well as our acquisition of Popeyes China (“PLK China”) (“PLK China Acquisition”) and 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 partners 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”) from our former joint venture partners (“the BK China Acquisition”). 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, which resulted in CPE owning approximately 83% of the BK China JV, while we own approximately 17% and hold a seat on its Board of Directors. Following CPE's investment in the BK China JV, we deconsolidated BK China, began accounting for our 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 within our INTL segment. 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 PLK China, BK 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 March 31,
Consolidated Key Operating Metrics	2026			2025
System-wide Sales Growth (a)	6.2		%	2.8		%
System-wide Sales (in US$ millions) (a)	$	11,510		$	10,496
Comparable Sales	3.2		%	0.1		%
Net Restaurant Growth	2.6		%	3.3		%
System Restaurant Count at Period End	32,985			32,149

(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 Months Ended March 31, 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.

Consolidated	Three Months Ended March 31,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)
Revenues:
Supply chain sales	$	686	$	611	$	75	$	24	$	51
Company restaurant sales	559		558		1		—		1
Franchise and property revenues	722		663		59		23		36
Advertising revenues and other services	297		277		20		5		15
Total revenues	2,264		2,109		155		52		103
Operating costs and expenses:
Supply chain cost of sales	564		496		(68)		(20)		(48)
Company restaurant expenses	477		468		(9)		—		(9)
Franchise and property expenses	119		130		11		(4)		15
Advertising expenses and other services	341		311		(30)		(5)		(25)
General and administrative expenses	180		191		11		(5)		16
(Income) loss from equity method investments	(2)		(5)		(3)		—		(3)
Other operating expenses (income), net	(21)		83		104		(6)		110
Total operating costs and expenses	1,658		1,674		16		(40)		56
Income from operations	606		435		171		12		159
Interest expense, net	123		130		7		—		7
Income from continuing operations before income taxes	483		305		178		12		166
Income tax expense from continuing operations	38		82		44		(1)		45
Net income from continuing operations	445		223		222		11		211
Net loss from discontinued operations (net of tax of $0)	—		2		2		—		2
Net income	$	445	$	221	$	224	$	11	$	213

(a)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.

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

During the three months ended March 31, 2026, the increase in Total revenues was primarily driven by higher Supply chain sales and increased system-wide sales across our INTL, BK, TH, and FHS franchisor segments. Results also reflect a favorable FX Impact.

During the three months ended March 31, 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 franchisor segments.

During the three months ended March 31, 2026, the increase in Net income from continuing operations was primarily driven by an increase in Income from operations and a decrease in Income tax expense from continuing operations.

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General and Administrative Expenses

Our general and administrative expenses were comprised of the following:

	Three Months Ended March 31,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)
Segment G&A (b):
TH	$	34	$	37	$	3	$	(1)	$	4
BK	32		36		3		—		3
PLK	18		21		4		—		4
FHS	13		14		1		—		1
INTL	51		52		1		(4)		5
RH	24		24		—		—		—
RH and BK China Transaction costs	6		6		—		—		—
Corporate restructuring and advisory fees	2		1		(1)		—		(1)
General and administrative expenses	$	180	$	191	$	11	$	(5)	$	16

(b)Segment G&A excludes income/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 Acquisition and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the sunset of the RH segment announced in February 2026, 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 March 31, 2026, the decrease in general and administrative expenses was primarily driven by decreases in Segment G&A in our five franchisor segments primarily due to lower compensation-related expenses.

(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 months ended March 31, 2026 compared to the three months ended March 31, 2025.

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Other Operating Expenses (Income), net

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

	Three Months Ended March 31,
	2026		2025
Net losses (gains) on disposal of assets, restaurant closures and refranchisings	$	—	$	2
Litigation settlements (gains) and reserves, net	4		3
Net losses (gains) on foreign exchange	(30)		75
Other, net	5		3
Other operating expenses (income), net	$	(21)	$	83

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 and reserves, net primarily reflect accruals and 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.

Interest Expense, net

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

	Three Months Ended March 31,
	2026			2025
Interest expense, net	$	123		$	130
Weighted average interest rate on long-term debt	4.3		%	4.4		%

During the three months ended March 31, 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 Expense from Continuing Operations

Our effective tax rate was 7.9% and 26.9% for the three months ended March 31, 2026 and 2025, respectively. The decrease in our effective tax rate was primarily due to a discrete tax benefit resulting from the revaluation of deferred tax liabilities in connection with an intra-group reorganization completed during the quarter. Subsequent to March 31, 2026, we completed another intra-group reorganization and expect to record an additional discrete income tax benefit of approximately $170 million in the quarter ending June 30, 2026. The reorganizations are expected to have a favorable impact to the full year effective tax rate.

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Segment Results of Operations for the Three Months Ended March 31, 2026 and 2025

TH Segment	Three Months Ended March 31,
	2026			2025
System-wide Sales Growth (a)	2.4		%	0.0		%
System-wide Sales (a)	$	1,738		$	1,631
Comparable Sales	1.6		%	(0.1)		%
Comparable Sales - Canada	1.5		%	0.1		%
Net Restaurant Growth	1.0		%	0.4		%
System Restaurant Count at Period End	4,569			4,523

(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 March 31,				Variance		FX Impact (a)		Variance Excluding FX Impact
	2026		2025		Favorable / (Unfavorable)
Revenues:
Supply chain sales	$	686	$	611	$	75	$	24	$	51
Company restaurant sales	10		10		(1)		—		(1)
Franchise and property revenues	233		219		14		9		5
Advertising revenues and other services	69		64		5		3		2
Total revenues	997		903		93		36		57
Supply chain cost of sales	564		496		(68)		(20)		(48)
Company restaurant expenses	9		9		—		—		—
Segment F&P expenses	82		78		(4)		(3)		(1)
Advertising expenses and other services	82		66		(16)		(3)		(13)
Segment G&A	34		37		3		(1)		4
Adjustments:
Cash distributions received from equity method investments	3		3		—		—		—

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 3 transactions across 3 insiders. Net: -230,000 shares, -$17,233,663.

Date	Insider	Role	Action	Shares	Price	Value
2026-03-20	Housman Jeffrey	See Remarks	Sell	-20,000	$73.48	-$1,469,616
2026-03-18	Kobza Joshua	Chief Executive Officer	Sell	-200,000	$75.05	-$15,009,900
2026-03-17	SANTELMO THIAGO T	President, International	Sell	-10,000	$75.41	-$754,147

Source: SEC Form 4 filings.

Next expected filings

~2026-08-07 10-Q expected by 2026-08-12 (in 53 days)
~2026-10-30 10-Q expected by 2026-11-04 (in 137 days)
~2027-02-19 10-K expected by 2027-02-27 (in 249 days)
~2027-05-06 10-Q expected by 2027-05-11 (in 325 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-05-06 8-K Earnings Release; Financial Statements and Exhibits
2026-05-06 10-Q Quarterly Report
2026-04-23 DEF 14A Proxy Statement
2026-02-20 10-K Annual Report
2026-02-12 8-K Earnings Release; Financial Statements and Exhibits
2025-11-14 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
2025-11-10 8-K Material Impairments; Regulation FD Disclosure; Other Events; Financial Statements and Exhibits
2025-10-30 10-Q Quarterly Report
2025-10-30 8-K Earnings Release; Financial Statements and Exhibits
2025-08-07 10-Q Quarterly Report
2025-08-07 8-K Earnings Release; Financial Statements and Exhibits
2025-05-08 10-Q Quarterly Report
2025-05-08 8-K Earnings Release; Financial Statements and Exhibits
2025-02-21 10-K Annual Report
2025-02-18 8-K Regulation FD Disclosure; Other Events; Financial Statements and Exhibits

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