An anonymous director reports

RESTAURANT BRANDS INTERNATIONAL INC. ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON SHARES

An underwritten registered public offering of up to 6,528,013 common shares of Restaurant Brands International Inc. commenced by HL1 17 LP (the selling shareholder), an affiliate of 3G Capital Partners Ltd., has priced. These common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership from the selling shareholder to exchange 6,528,013 Class B exchangeable limited partnership units of RBI LP. RBI LP intends to satisfy this notice with the delivery of an equal number of common shares of RBI.

In connection with the offering, the selling shareholder entered into a forward sale agreement with BofA Securities (the forward counterparty) with respect to up to 6,528,013 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 3,528,013 common shares in the offering and, in addition, to sell through the underwriter up to three million common shares in the offering to the extent a current investor that has indicated an interest in purchasing such shares completes such purchase. The selling shareholder is expected to physically settle the forward sale agreement by delivering to the forward counterparty the number of common shares sold in the registered public offering. Upon settlement of the forward sale agreement, the selling shareholder will receive, in cash, the public offering price of the aggregate number of RBI common shares sold in the offering, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreement. The settlement of the forward sale agreement and the exchange are expected to occur on or before Aug. 30, 2024.

RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares. The aggregate number of exchangeable units and RBI common shares will not change as a result of the transactions.

BofA Securities is acting as sole book-running manager in the offering. BofA Securities may offer the common shares in the offering from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, or through negotiated transactions at market prices or at negotiated prices.

The offering is expected to close on Aug. 14, 2024, though a portion of the offering may close at any time prior to settlement of the exchange, in each case subject to customary closing conditions.

The offering is being made pursuant to an effective shelf registration statement (containing a prospectus) filed with the U.S. Securities and Exchange Commission. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website. A copy of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting BofA Securities, NC1-022-02-25, 201 North Tryon St., Charlotte, N.C., 28255-001, attention: prospectus department, or by e-mail at dg.prospectus_requests@bofa.com.

About Restaurant Brands International Inc.

RBI is one of the world's largest quick-service-restaurant companies with over $40-billion in annual system-wide sales and over 30,000 restaurants in more than 120 countries and territories. RBI owns four of the world's most prominent and iconic quick-service-restaurant brands: Tim Hortons, Burger King, Popeyes and Firehouse Subs. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

We seek Safe Harbor.