QSR 10-K & 10-Q changes, risk factors and insider trading

The restaurant industry is intensely competitive and we compete with many well-established food service companies on the basis of product choice, quality, value, affordability, product innovation, delivery options, mobile ordering, brand reputation, loyalty, service, facilities, and location. With few barriers to entry, ourOur competitors include a variety of independent local operators, in addition to well-capitalized regional, nationalnational, and international restaurant chains and franchises, grocery and convenience stores, and new competitors may emerge at any time.concepts. Furthermore, delivery aggregators and food delivery services provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas, and may form a closer relationship with our guests and increase costs to us. In addition, with few barriers to entry, new competitors may emerge at any time and quickly scale. Each of our brands also competes for qualified franchisees, suitable restaurant locations, managementmanagement, and personnel.

Our ability to compete will dependdepends on the success of our plansability to effectively respond to consumer preferences, improve existing products, develop and roll-out new products, and manage the complexity of restaurant operationsoperations, asand wellrespond as the impact ofto our competitors’ actions. In addition, our long-term success will depend on our ability to strengthen our guests' digital experience through mobile ordering, delivery, kiosks, loyalty programs, and social interaction. Some of our competitors have substantially greater financial resources, higher revenuesrevenues, and greater economies of scale than we do. These advantages may allow them to implement their operational strategies or benefit from changes in technology more quickly or effectively than we can or benefit from changes in technologies,can, which could harm our competitive position. These competitive advantages may be exacerbated in a difficult economy, thereby permitting our competitors to gain market share. We may be unable to successfully respond to changing consumer preferences, including with respect to new technologies and alternative methods of delivery. In addition, online platforms and aggregators may direct potential guests to other options based on paid placements, online reviewsreviews, or other factors. If we are unable to maintain our competitive position, we could experience lower demand for products, downward pressure on prices, reduced margins, an inability to take advantage of new business opportunities, a loss of market share, reduced franchisee profitabilityprofitability, and an inability to attract qualified franchisees in the future.

Our results depend on effective marketing and advertising, successful new product launcheslaunches, and digital engagement.

Our revenues are heavily influenced by brand marketing and advertising and by our ability to develop and launch new and innovative products. If our marketing and advertising programs are not successful, or we fail to develop commercially successful new products, ourwe abilitymay be unable to attract new guests and retain existing guestsguests, which could materially and adversely impact our results of operationsoperations. couldAdvertising befund materiallyexpenditures adverselygenerally affected.are Becausedependent upon restaurant sales volumes because franchisees contribute to advertising funds based on a percentage of their gross sales at their franchised restaurants, advertising fund expenditures generally are dependent upon restaurant sales volumes.sales. If system-wide sales decline, amounts available for our marketing and advertising programs will be reduced unless we contribute to advertising spend, which could adversely affect our results of operations. Also, to the extent we use value offerings in our marketing and advertising programs to drive traffic and/or respond to the competitive environment, the low price offerings may condition our guests to resist higher prices in a more favorable economic environment.

In addition, we continue to focus on transforming the restaurant experience through technology and digital engagement to improve our service model and strengthen relationships with guests, including through digital channels, loyalty initiatives, mobiledelivery ordering and payment systems,initiatives, social media engagement, and deliverythe initiatives.increasing use of digital channels, mobile ordering, and payment systems. If our digital commerce platforms do not meet guests’ expectations in terms of security, privacy, speed, attractivenessreliability, attractiveness, or ease of use, guests may be less inclined to return to those platforms, which could negativelyadversely impact theour samesales. storeSimilarly, salesif ofwe do not continuously strengthen our brands.data analytics (including artificial intelligence and machine learning) capabilities to understand and grow consumer interest, our business could be negatively impacted. Also, utilizing third-party delivery services may also introduce food quality and guest satisfaction risks outside of our control. If the third-party delivery services that we utilize cease or curtail their operations, increase their feesfees, or give greater priority or promotions on their platforms to our competitors, our delivery business and our sales may be negatively impacted. The delivery business is also the subject of increased scrutiny from federal, state,state and local regulators, which may result in additional costs and expenses that the delivery business may seek to pass on to participating restaurants, including through increased fees.

Our global operations expose us to risks in managing the differing cultural, regulatory, geopoliticalgeopolitical, and economic environments in the countries where our restaurants operate. These risks, which can vary substantially by market and may increase in importance as each of our brands enterenters into new markets and our franchisees expand operations in international markets, are described in many of the risk factors discussed in this report and include the following:

•governmental laws, regulationsregulations, and policies adopted to manage national economic conditions, such as increases in taxes, austerity measures that impact consumer spending, monetary policies that may impact inflation ratesrates, and currency fluctuations;

•changes in the laws and policies that govern foreign investment and trade in and among the countries in which we operate, including the imposition of or increase in tariffs, import restrictions or controlscontrols, or similar trade policies;

•compliance with U.S., CanadianCanadian, and other anti-corruption and anti-bribery laws, including compliance by our employees, contractors, licenseeslicensees, or agents and those of our strategic partners and joint ventures;

•risks and costs associated with political and economic instability, corruption, anti-American or anti-Canadian sentiment, boycottsboycotts, and social and ethnic unrest in the countries in which we operate;

•the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation, applicationapplication, and enforceability of laws, regulations, contract rightsrights, and intellectual property rights;

Geopolitical conflicts and related tensions, including the ongoing conflict between Ukraine and Russia and tensions in the UkraineMiddle East, Latin America, and theEast Middle EastAsia, have and may continuein tothe future adversely impact economic conditions in thoseand around the regions andwhere elsewherethey includingoccur. throughAdverse decreasedimpacts demandmay include negative perceptions for brands associated with the U.S. or CanadaCanada, and/orincreases increasedin commodity, laborlabor, and energy costs, and/or delays or disruptions in supply chainschains, thatdecreases mayin adverselyguest affecttraffic usto our and our franchisees’ restaurants.restaurants, Decreaseddecreased franchisee profitability ofand affecteddelays franchisees may also delayin restaurant development.development in such regions.

Because our reporting currency is U.S. dollars, our international revenue that is generated in currencies other than the U.S. dollar, including inthe Canada,Canadian dollar, is translated to U.S. dollars for our financial reporting purposes. These international revenues are impacted by fluctuations in currency exchange rates and changes in currency regulations. In addition, fluctuations in interest rates may affect our business and the availability of financing for franchisees to open more restaurants. Although we attempt to mitigate these risks through geographic diversification and the utilization of derivative financial instruments, our risk management strategies may not be effectiveeffective, and our results of operations could be adversely affected.

Increases in food, equipmentequipment, and commodity costs or shortages or interruptions in supply or delivery thereof could harm our operating results and the results of our franchisees.

The profitability of our franchisees and us depends in part on our ability to anticipate and react to changes in food, equipment, and commodity andprices, supplywhich costs.can be volatile. We have observed elevated prices for some commodities during the past year. For example, the marketscost forof beef,beef chicken,has been elevated due principally to herd rebuilding cycles, and the cost of coffee beans has been elevated due principally to climate conditions and othertariffs. commoditiesFood usedand incommodity our restaurantsprices are also subject to significant price fluctuations due to seasonal shifts, climate conditions, the cost of grain, disease, industry demand, international commodity markets, food safety concerns, product recalls, government regulation, changes in law, political instability, labor availability and cost, import and export policies, trade restrictions (such as increasednew, increased, threatened, or retaliatory tariffs or quotas, embargoes, sanctions and countersanctions, safeguards, or customs restrictions), and other factors, all of which are beyond our control and, in many instancesinstances, unpredictable. Increases, especially rapid increases, in commodity prices may adversely affect the profitability of our TH supply business and Company restaurants and may lead to reduced royalties and franchisee profitability across our brands to the extent prices cannot be proportionately increased without adversely affecting consumer demand. Such increases in commodity costs, including coffee costs and beef costs, may materially and adversely affect our business and operating results.results, our reputation, and our relationships with franchisees, customers, and suppliers.

We and our franchisees are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply or distribution of fresh food products or equipment caused by unanticipated demand, natural disasters or unforeseen events, such as pandemics, problems in production or distribution, inclement weather, delays or restrictions on shipping and/or manufacturing, closures of supplier or distributor facilities, financial distress or insolvency of suppliers or distributors, problems in production or distribution (including closures of supplier or distributor facilities) and other conditionsunforeseen events have and in the future could adversely affect the availability, qualityquality, and cost of ingredients and equipment, which could adversely affect our operating results. PLK and FHS utilize exclusive or sole sourcing for some of their proprietary products, which increases these risks. Burger King and Popeyes restaurants in the U.S. and Canada utilize purchasing cooperatives to negotiate supplier contracts for most of our food and packaging. We do not control these purchasing cooperativescooperatives, and if they do not properly manage suppliers or cease operations, the relevant supply chain could experience significant disruption. As of December 31, 2024,2025, we have only a few distributors that service most of our Burger King, PopeyesPopeyes, and Firehouse Subs operations in the U.S., and our operations could be adversely affected if any of these distributors were unable to fulfill their responsibilities and we or the purchasing cooperative was unable to secure a substitute distributor in a timely manner.

We operate a vertically integrated supply chain for our TH business in which we manufacture, procure, warehouse, and distribute certain food and restaurant supplies to Tim Hortons restaurants. Risks associated with this strategy include:

•delays and/or difficulties associated with, or liabilities arising from, owning a manufacturing, warehousewarehouse, and distribution business;

•maintenance, operationsoperations, and/or management of the facilities, equipment, employeesemployees, and inventories;

•increased transportation, shipping, foodfood, and other supply and procurement costs, including due to tariffs and trade restrictions;

•shortages or interruptions in the availability or supply of high-quality coffee beans, perishable food products and/or their ingredients;

•political, physical, environmental, labor, or technological disruptions and vulnerabilities (such as from cybersecurity incidents) in our or our suppliers’ manufacturing and/or warehousing plants, facilities, or equipment.

If we do not adequately address the challenges related to these vertically integrated operations or the overall level of utilization or production decreases for any reason, our results of operations and financial condition may be adversely impacted. Moreover, interruptions in the availability and delivery of food, beveragesbeverages, and other supplies to our restaurants or retailers arising from shortages or greater than expected demand,demand may increase costs or reduce revenues. As of December 31, 2024,2025, we have only one or a few suppliers to service each category of products sold at our TH restaurants, and the loss of any one of these suppliers would likely adversely affect our business.

The success of any restaurant depends in substantial part on its location. Neighborhood or economic conditions where our restaurants are located could decline in the future as demographic patterns change, resulting in potentially reduced sales in those locations. Our sales and growth strategies may be adversely affected if we or franchisees cannot obtain and renew desirable locations for restaurants at reasonable prices due to, among other things, higher than anticipated acquisition, construction, developmentdevelopment, or remodel costs, difficulty negotiating leases with acceptable terms, delays or cancellation of new site developments by developers, onerous land use or zoning restrictions, or challenges in securing required governmental permits. Competition for restaurant locations can be intenseintense, and other restaurant companies may be able to use their size and financial resources to negotiate more favorable lease terms, prioritypriority, or exclusivity with landlords and developers.

OperatingOur acquisition and operating of material portfolios of Company restaurants, including in the Restaurant Holdings segment,restaurants exposes us to additional risk and could adversely affect our operating margins and cash flows.

OperatingWe may from time to time acquire, directly operate, and refranchise portfolios of certain system restaurants to pursue strategic goals. As of the date of this Annual Report on Form 10-K, we directly operated approximately 5% of our total restaurants, primarily as a result of the Carrols Acquisition in May 2024. Acquisition activities inherently subject us to a number of risks and uncertainties as the acquired restaurants may fail to achieve the benefits we expected and may be subject to debt or other liabilities that are difficult to refinance or restructure at attractive rates, or at all, particularly if we are required to place greater reliance on the financial and operational representations and warranties of the sellers. Furthermore, operating a material portfolio of restaurants can expose us to additional risks or exacerbate those risks to which we are already exposed as a franchisor. For example, as a result of the Carrols Acquisition, we materially increased our numberemployee ofcount, employees by approximately 24,000. This increase in employeeswhich exposes us to additional liability and costs, such as risks associated with minimum wage increases and other mandated benefits, increased costs arising from third-party and self-insured health care insurance, employment and labor liability,liability and regulatory compliance risks. We could also be subject to additional liability such as property, environmentalenvironmental, and other liability as a result of being a direct operator and lessee of additional restaurants and liability arising from regulatory compliance. Furthermore,Risks risksassociated arising fromwith increases in commodity prices, fuel pricesprices, or other costs associated with operating restaurants couldare adverselyalso affectexacerbated our operating margins ifwhen we are unablethe operator rather than the franchisor of our restaurants. Furthermore, in connection with the Carrols Acquisition we recorded significant assets, including goodwill. To the extent we do not fully realize the strategic goals, financial returns, and other benefits of our portfolio acquisition and refranchising activities within the timeframe or to increasethe pricingextent proportionately.originally anticipated, we may be required to recognize asset impairments and/or accounting losses from time to time based on the valuation implied by refranchising transactions.

Additionally,A wekey are and plan to continue to fund the remodelcomponent of aour largeportfolio number of BK restaurants acquiredacquisitions in recent years, including the Carrols acquisition.Acquisition, Any future adverse pressure on acquired Carrols restaurants’ cash flow may delay these plans. We also planwas to improve, remodel, and refranchise the vast majority of these restaurants over the next severalcoming years to new and existing franchisees. We intend to continue to primarily fund the renovations and remodels of these restaurants with their cash flow. Therefore, any factor that adversely affects this cash flow may delay our renovations and remodels. Our ability to successfully refranchise is dependent upon our ability to source qualified franchisees in the local markets, available financing, and our ability to close acceptable transactions. WhileSimilarly, while we are identifying a new controlling shareholder for Burger King China and expect over time to find a new partnerfranchisees for the former Carrols restaurants and partners for PLK China and new investors for FHS Brazil, we may be unable to source and onboard experienced local partners in the expected time frames.

Our brands, which represent approximately 41% of the total assets on our balance sheet as of December 31, 2024,2025, are very important to our success and our competitive position. We rely on a combination of trademarks, copyrights, service marks, trade secrets, patents, industrial designs, and other intellectual property rights to protect our brands and the respective branded products. While we have registered certain trademarks in Canada, the U.S. and foreign jurisdictions, not all of the trademarks that our brands currently use have been registered in all of the countries in which we do business, and they may never be registered in all of these countries. We may not be able to adequately protect our trademarks, and our use of these trademarks may result in liability for trademark infringement, trademark dilutiondilution, or unfair competition. The steps we have taken to protect our intellectual property in Canada, the U.S. and other countries may not be adequate and we may, from time to time, be required to institute litigation to enforce our trademarks or other intellectual property rights or to protect our trade secrets. Further, third parties may assert or prosecute infringement claims against us. In these cases, our proprietary rights could be challenged, circumvented, infringed, or invalidated. Any such litigation could result in substantial costs and diversion of resources and could negatively affect our revenue, profitability and prospects regardless of whether we are able to successfully enforce our rights. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of Canada and the U.S.U.S., and franchisees and other third parties who hold licenses to our intellectual property may take actions that adversely affect the value of our intellectual property.

Our restaurants are subject to licensing and regulation by health, sanitation, safety and other agencies in the state, province and/or municipality in which the restaurant is located. Federal,National, federal, state, provincial and local government authorities have enacted and may enact laws, rules, regulations or other policies that impact restaurant operations and may increase the cost of doing business. In developing markets, we face the risks associated with new and untested laws and judicial systems. If we fail to comply with existing or future laws or policies, we may be subject to governmental fines and sanctions.

We are subject to various provincial, state and foreign lawslaws, as well as regulations of the U.S. Federal Trade Commission, that govern the offer and sale of a franchise, including an FTC rule in the U.S. Various provincial, statefranchise and foreign laws regulate certain aspects of the franchise relationship, including terminations and the refusal to renew franchises. The failure to comply with these laws and regulations in any jurisdiction or to obtain required government approvals could result in a ban or temporary suspension on future franchise sales, fines and penaltiespenalties, or require us to make offers of rescission or restitution, any of which could adversely affect our business and operating results. We could also face lawsuits by franchisees based upon alleged violations of these laws.

We, our franchisees, and our supply chain are subject to risks and costs arising from the effects of changes in climate, greenhouse gases, and diminishing energy and water resources. Changes in climate and weather patterns may have a negative effect on agricultural productivityproductivity, which may result in decreased availability or less favorable pricing for certain commodities used in our products, such as beef, chicken, coffee beansbeans, and dairy. Additionally, increased frequency or severity of weather-related events and natural disasters may lead to disruptions ofin our operations, restaurant closures or delays in the opening of new restaurants,restaurants and/or increases in the costs of (and decreases in the availability of) food and other supplies needed for our operations. In turnturn, this could result in reduced profitability for our franchisees and our Company restaurants and reduced system-wide sales and franchise revenue for us. In addition, various legislative and regulatory efforts to combat climate change may increase in the future, which could result in additional taxes, increased expensesexpenses, and otherwise disrupt or adversely impact our business and/or our growth prospects.

As of Decemberthe 31,date 2024,of approximatelythis Annual Report on Form 10-K, more than 95% of our restaurants are owned and operated by franchisees. Therefore, our future prospects depend on our ability to attract new franchisees for each of our brands that meet our criteria and the willingness and ability of franchisees to open restaurants in existing and new markets. We may be unable to identify franchisees who meet our criteria, or franchisees we identify may not successfully implement their expansion plans.

Our franchised business model presents a number of other drawbacks, such as limited influence over franchisee operations, limited ability to facilitate changes in restaurant ownership, limitations on enforcement of franchise obligations due to bankruptcy or insolvency proceedings, and reliance on franchisees to participate in our strategic initiatives. While we can mandate certain strategic initiatives through enforcement of our franchise agreements, we will need the active support of our franchisees if the implementation of these initiatives is to be successful. In many areas, franchisees have discretion as to the prices they charge to consumers, which, if not well calibrated, could negatively impact consumer demand and decrease overall revenues. The failure of franchisees to support our marketing programs and strategic initiatives could adversely affect our ability to implement our business strategy and could materially harm our business, results of operationsoperations, and financial condition. On occasion we have encountered, and may in the future encounter, challenges in receiving specific financial and operational results from our franchisees in a consistent and timely manner. Further, the information we receive from franchisees, including regarding their profitability, may not be audited or subject to a similar level of internal controls as our processes. To the extent that we are not able to obtain transparency into our operations from these systems, it could impair the ability of our management to react quickly when appropriateappropriate, and our operating results could be negatively impacted.

The following Management’s Discussion and Analysis (“MD&A”), should be read in conjunction with the Consolidated Financial Statements (“Financial Statements”) included in Part II, Item 8,8 “Financial Statements and Supplementary Data,” the Special Note Regarding Forward-Looking Statements later in this Item 77, and the Risk Factors set forth in Item 1A. 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.

We are one of the world’s largest quick service restaurant (“QSR”) companies with nearly $45$47 billion in annual system-wide sales and moreover than33,000 32,000restaurants, restaurantsover 95% of which are franchised, in more than 120 countries and territories as of Decemberthe 31, 2024. Asdate of Decemberthis 31,Annual 2024,Report approximatelyon 95%Form of system-wide restaurants were franchised.10-K. 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 the sharing of best practices to optimize costs 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, PopeyesPopeyes, and Firehouse Subs brands in the U.S. and Canada (TH,“TH”, BK,“BK”, “PLK”, and FHS,“FHS”, respectively) and a fifth franchisor segment for all of our brands in the rest of the world (“INTL”). Additionally, following the acquisitions of Carrols AcquisitionRestaurant Group Inc. (“Carrols”) and Popeyes China (“PLK China”) (“PLK China Acquisition,Acquisition”) on May 16, 2024 and June 28, 2024, respectively, we established a new operating and reportable segment, Restaurant Holdings (“RH”),. whichThis segment includes results from the Carrols Burger King restaurants and the PLK China restaurants from their acquisition dates and will includeincludes results from Firehouse Subs Brazil (“FHS Brazil”) beginning in 2025.

RBI plans to maintainmaintains the franchisor dynamics in its TH, BK, PLK, FHSFHS, and INTL segments ("“five franchisor segments"”) to report results consistent with how the business will be managed long-termlong-term. givenThis RBI'sapproach plansreflects RBI’s intent to refranchise the vast majority of the Carrols Burger King restaurants and to find a new partnerpartners for PLK China and new investors for FHS Brazil in the future. 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) and eliminated upon consolidation. See Note 18, “Segment Reporting and Geographical Information” of the notes to the consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” of our Annual Report for additional information about our operating and reportable segments.

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

•supply chain sales, consisting primarily of Tim Hortons supply chain sales, which represent salesthe sourcing of products, suppliessupplies, and restaurant equipment and their subsequent resale to franchisees, as well as salesthe sourcing and subsequent sale of consumer packaged goods (“CPG”). All Tim Hortons global supply chain sales, including coffee to International franchisees, are included in the TH segment;

•sales at Company restaurantsrestaurant sales;

•franchise revenues, consisting primarily of royalties based on a percentage of sales reported by franchised restaurants andrestaurants, franchise fees paid by franchiseesfranchisees, and convention revenue (which can have an impact period over period due to timing, however, together with convention expense, have an immaterial net impact to Adjusted Operating Income);

•supply chain cost of salessales, comprised of costs associated with the management of our Tim Hortons supply chain, including cost of goods, direct labor, depreciation, and cost of CPG products sold to retailers;

•Company restaurant expenses include food, beveragebeverage, and packaging costs, restaurant wages and related expensesexpenses, and restaurant occupancy and other expenses;

•segment franchise and property expenses (“Segment F&P expenses”), comprised primarily of depreciation of properties leased to franchisees, rental expense associated with properties subleased to franchisees, and bad debt expense (recoveries), and convention expenses, and exclude amortization of franchise agreements and reacquired franchise rightsrights. Convention expenses can have an impact period over period due to timing, however, together with convention revenue, have an immaterial net impact to Adjusted Operating Income;

•advertising expenses and other servicesservices, comprised primarily of expenses relating to marketing, advertising, promotion, and technology initiatives for the respective brands. Our advertising expenses and other services are primarily funded by contributions from franchisees and Company restaurantsrestaurants, as well asand, from time to time, incremental corporate funding of marketing programsprograms. Tim Hortons advertising expenses also include costs related to the sale of CPG products, which are funded by us; and

•segment general and administrative expenses (“Segment G&A”), comprised primarily of salary and employee-related costs for non-restaurant employees, professional fees, information technology systems, general overhead for our corporate offices, share-based compensation and non-cash incentive compensation expense, and depreciation and amortization.

Key performance indicators (“KPIs”) are shown for RBI's five franchisor segments. RHThe resultsKPIs for the Carrols BKBurger restaurants and PLK ChinaKing restaurants are included in the BK segmentsegment, and the KPIs for the PLK China, BK China, and FHS Brazil restaurants are included in the INTL segment, respectively.segment.

•System-wide sales growth andrefers comparableto the percentage change in sales areat measuredall 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”). For system-wide sales growth and comparable sales, weWe 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.

•Unless otherwise stated, system-wide sales growth, system-wide salessales, 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 approximatelyover 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 monthtwelve-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 each brand’s marketing, operationsoperations, and growth initiatives.

The following tabletables presentspresent 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 industryindustry, who may define these metrics differently.

Consolidated Results of Operations for 2024, 2023 and 2022

Tabular amounts in millions of U.S. dollars unless noted otherwise. TotalTotals, revenuesvariances, and segmentpercentage income for each segmentchanges may not calculate exactly due to rounding.

The increase in Total revenues was primarily driven by the net impact of restaurants acquired from franchisees, primarilymainly related to the Carrols Acquisition, and increases in system-wideSupply saleschain for each of our five franchisor segments,sales, partially offset by an unfavorable FX Impact which primarily impacted TH and INTL.Impact.

The increasedecrease in Net income from continuing operations was primarily driven by thea increasedecrease in Income from operations and aan greaterincrease in Income tax benefitexpense infrom 2023continuing than in 2022,operations, partially offset by ana increasedecrease in Interest expense, net,net and a decrease in Loss on early extinguishment of debt in 2023.debt.

NM - Not meaningful (b)Segment G&A excludes income/expenses from non-recurring projects and non-operating activities, such as RH and BK China Transaction costs, FHS Transaction costs and Corporate restructuring and advisory fees (as defined below).

In connection with the Carrols AcquisitionAcquisition, the PLK China Acquisition, and the PLKBK China Acquisition, we incurred certain non-recurring fees and expenses (“RH and BK China Transaction costs”) consisting primarily of professional fees, compensation-related expensesexpenses, and integration costs, all of which are classified as general and administrative expenses in the consolidated statements of operations. We expect to incur additional RH and BK China Transaction costs in 2025.2026.

In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structurestructure, 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”). The decrease in Corporate restructuring and advisory fees in 2024 and 2023, compared to the respective previous year, reflects decreased costs associated with corporate restructuring initiatives.

During 2024, theThe increase in general and administrative expenses was primarily driven by theincreases inclusion ofin RH Segment G&AA, reflecting a full twelve months of operations of Carrols in 2025, and increases in RH and BK China Transaction costs and an increase in INTL Segment G&A,costs, partially offset by the non-recurrence of FHS Transaction costs, a decrease in Corporate restructuring and advisory fees and decreases in Segment G&A forin our TH, BK, FHSPLK, and PLK.INTL segments.

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

During 2024,2025, the change in (income) loss from equity method investments wasreflects primarilythe relatednon-recurrence toof a $79 million gain recognized during 2024 in connection with the Carrols Acquisition that resulted infrom an increase in the value of our existing 15% equity interest in Carrols. Additionally,In addition, the change in (income) loss from equity method investments during 20242025 also reflects the changes in earnings of our equity method investmentsinvestments, duringincluding 2024the comparedimpact toof 2023.discontinuing equity method accounting for BK China beginning in February 2025. As described in the Overview section, we began accounting for our interest in the Burger King China JV as an equity method investment commencing in February 2026.

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 propertiesproperties, and other 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. The amount for 2023 includes asset write-offs and related costs in connection with the discontinuance of an internally developed software project.

Litigation settlements and reserves, netnet, primarily reflectsreflect 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.

DuringThe 2023,decrease interestin Interest expense, net increasedwas primarily duedriven toby anthe increase2024 restructuring of the Canadian cross-currency rate swap, a decrease in the weightedTerm averageLoan interestB ratespread driven by increasesa 2024 repricing, and decreases in interest rates which impacts our variable rate debt and the impact of our September 2023 term loan refinancing.debt.

Our effective tax rate was 28.7% in 2025 and 20.1% in 20242024. The effective tax rate for 2025 reflects a decrease in net deferred tax assets related to certain intangibles in connection with intra-group reorganizations (which we expect to have a favorable impact to the rate in 2026), unfavorable impacts of OECD Pillar II guidance issued during 2025, the mix of income from multiple jurisdictions, and (18.2)%internal infinancing 2023.arrangements. The effective tax rate for 2024 reflects our mix of income from multiple jurisdictions including the Carrols Acquisition, the impact of internal financing arrangementsarrangements, and the overall impact of the statute of limitations expirations on both our uncertain tax positions and deferred tax assets. The lower effective tax rate for 2023 is due to an increase in net deferred tax assets related to non-refundable tax credits and certain intangibles recognized in connection with intra-group reorganizations centralizing the management of various international business and financing operations.

Segment Results of Operations for 2024, 2023 and 2022

During 2023, theThe increase in Total revenues was primarily driven by thehigher increaseSupply in system-widechain sales asdue well asto increases in commodity pricesprices, passedCPG onnet sales, and equipment sales to franchisees,franchisees. partiallyResults offsetwere also impacted by an unfavorable FX Impact.Impacts.

We are one of the world’s largest quick service restaurant (“QSR”) companies with nearly $48$49 billion in annual system-wide sales and roughlyover 33,000 restaurants, over 95% of which are franchised, in more than 120 countries and territories as of MarchJune 31,30, 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.

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 new investors for 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.

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,JV. which resulted in CPE owning approximately 83% ofFollowing 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,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 within 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.

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 PLKBK China, BKPLK China, and FHS Brazil restaurants are included in the INTL segment.

Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

During the three and six months ended MarchJune 31,30, 2026, the increaseincreases in Total revenues waswere 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 and six months ended MarchJune 31,30, 2026, the increaseincreases in Income from operations waswere primarily driven by a net gain on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financingfinancing, 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 and six months ended MarchJune 31,30, 2026, the increaseincreases in Net income from continuing operations waswere primarily driven by an increase in Income from operations and aan decreaseIncome intax benefit from continuing operations compared to Income tax expense from continuing operations.operations in the prior year.

(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 AcquisitionTransactions, 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 announced in February 2026,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.

The change in (income) loss from equity method investments reflects changes in earnings of our equity method investments during the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.

Litigation settlements and reserves, net primarily reflect accruals andaccruals, payments mademade, and proceeds received in connection with litigation and arbitration matters and other business disputes.

During the three and six months ended MarchJune 31,30, 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 7.9%(12.3)% and 26.9%24.8% for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and (3.2)% and 25.8% for the six months ended June 30, 2026 and 2025, respectively. The decreasechanges in our effective tax raterates waswere primarily due to a discrete tax benefitbenefits resulting from the revaluationmovements ofin net deferred tax liabilitiestaxes in connection with an intra-group reorganizationreorganizations, completedpartially duringoffset by the quarter.impact Subsequentof tothe Marchadministrative 31,guidance 2026,issued weby completedthe anotherOrganization intra-groupof reorganizationEconomic Cooperation and expectDevelopment to record an additional discrete income tax benefit of approximately $170 million(“OECD”) in the quarter ending June 30, 2026. The reorganizations are expected to have a favorable impact to the full year effective tax rate.2025.

Segment Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

During the three and six months ended MarchJune 31,30, 2026, the increaseincreases in Total revenues waswere primarily driven by higher Supply chain sales due to increases in commodity prices and CPG net sales. ResultsFor the six months ended June 30, 2026, results also reflect a favorable FX Impact.

During the three months ended MarchJune 31,30, 2026, the decreaseincrease in Adjusted Operating Income was primarily driven by therevenue decline in system-wide sales,growth, partially offset by ahigher decreaseSupply inchain Segmentcost G&Aof sales primarily due to lowerhigher compensation-relatedcommodity expenses.prices.

During the three and six months ended MarchJune 31,30, 2026, the increaseincreases in Total revenues and Adjusted Operating Income waswere primarily driven by the increase in system-widecomparable sales.sales, partially offset by the net impact of refranchisings.

During the three and six months ended MarchJune 31,30, 2026, the increaseincreases in Total revenues waswere 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. Results also reflect a favorable FX Impact.

During the three months ended MarchJune 31,30, 2026, the increase in Adjusted Operating Income was driven by revenue growthgrowth, andpartially aoffset decreaseby an increase in Segment FG&PA expensesprimarily driven by net bad debt recoveries in the current year compareddue to nethigher badcompensation-related debt expense in the prior year.expenses. Results also reflect a favorable FX Impact.

Note: RH KPIs are shown consistently with RBI’s reporting calendar, but in 2025, results from BK Carrols restaurants in the statementstatements of operations arewere shown consistently with the Carrols reporting calendarcalendar, which for the firstthree quarterand wassix months ended June 30, 2025 were from March 31, 2025 to June 29, 2025 and from December 30, 2024 to MarchJune 30,29, 2025.2025, respectively.

(a)Restaurant occupancy and other expenses include intersegment royalties and property expenses of $28$31 million and $27$58 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and $27 million and $55 million for the three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.

(b)Advertising expenses and other services include intersegment advertising expenses and tech fees of $21$24 million and $20$45 million during the three and six months ended MarchJune 31,30, 20262026, respectively, and $22 million and $42 million for the three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.

During the three and six months ended MarchJune 31,30, 2026, the increaseincreases in Total revenues waswere primarily driven by an increase in BK US comparable sales and an increase in PLK China restaurant count, partially offset by BK US refranchisings.

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 of 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) income/expenses from non-recurring projects and non-operating activities. For the periods referenced, income/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 AcquisitionTransactions, 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 announced in February 2026; 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 that does not reflect trends of our core operations.

The increaseincreases in Adjusted Operating Income for the three and six months ended MarchJune 31,30, 2026 reflectsreflect increases in segment income in our INTL, BK, TH, and FHS segments, partially offset by decreases in segment income in our PLK segment. For the six months ended June 30, 2026, these factors were also partially offset by a decrease in segment income in our RH and PLK segments.segment.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $1,012$1,063 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 requirementsrequirements, 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 MarchJune 31,30, 2026, we have funded $189$194 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 MarchJune 31,30, 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 $53$50 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 12, 2025, in furtherance of the newthis share repurchase authorization, we announced that the Toronto Stock Exchange had accepted and approved the notice of our intention to renew our normal course issuer bid, permitting the repurchase of up to 32,326,078 common shares for the 12-month period commencing September 16, 2025 and ending on September 15, 2026. During the threesix months ended MarchJune 31,30, 2026, we repurchased 463,4422,284,609 of our common shares for $34$171 million, and as of MarchJune 31,30, 2026, had $966$829 million remaining under the new share repurchase authorization. Subsequent to MarchJune 31,30, 2026 through AprilJuly 30,31, 2026, we repurchased 337,204463,385 of our common shares for $26$35 million and as of AprilJuly 30,31, 2026 had $940$794 million remaining under the share repurchase authorization.

As of MarchJune 31,30, 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 MarchJune 31,30, 2026, two of our subsidiaries have a credit agreement governing our senior secured term loan facilities (the “Term Loan Facilities”), under which $5,702$5,682 million was outstanding with a weighted average interest rate of 5.26%.5.23%. 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 MarchJune 31,30, 2026, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $303$301 million in interest payments and $40$48 million in principal payments. In addition, based on SOFR as of MarchJune 31,30, 2026, net cash settlements that we expect to receive on our $4,000 million interest rate swaps are estimated to be approximately $45$43 million for the next twelve months. Based on the amounts outstanding at MarchJune 31,30, 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.

As of MarchJune 31,30, 2026, we were in compliance with all applicable financial debt covenants under the Credit Facilities and the indentures governing our Senior Notes.

On AprilJuly 2,7, 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 JulyOctober 7,2, 2026 to common shareholders of record on JuneSeptember 23,18, 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.

As of AprilJuly 30,31, 2026, we had outstanding 346,983,973348,758,065 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 1415 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 109,352,921105,750,828 Partnership exchangeable units outstanding as of AprilJuly 30,31, 2026. During the threesix months ended MarchJune 31,30, 2026, Partnership exchanged 3,6243,603,172 Partnership exchangeable units pursuant to exchange notices received. 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.

Cash provided by operating activities was $227$757 million for the threesix months ended MarchJune 31,30, 2026, compared to $118$567 million during the same period in the prior year. The change in cash provided by operating activities was primarily driven by an increase in segment income in our INTL, BK, TH and FHS franchisor segments, a decrease in income tax payments, and a decrease in interest payments.