Restaurant Brands International Inc. Announces Renewal of Normal Course Issuer Bid

MIAMI, Sept. 12, 2025 /PRNewswire/ - Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) ("RBI") announced today that it has filed, and the Toronto Stock Exchange (the "TSX") has accepted, notice of RBI's intention to renew its normal course issuer bid (the "NCIB") for its common shares.  The NCIB is being conducted in furtherance of RBI's board-approved share repurchase authorization that allows RBI to purchase up to U.S.$1,000 million of its common shares through September 30, 2027 (the "Repurchase Authorization"). The Repurchase Authorization replaces RBI's prior two-year authorization to repurchase up to the same U.S.$1,000 million of its common shares until September 30, 2025. While this authorization preserves our capital allocation flexibility, we remain committed to prioritizing debt reduction in the near term.

Pursuant to the NCIB, RBI may, during the 12-month period commencing September 16, 2025 and ending on September 15, 2026, purchase up to 32,326,078 common shares, representing 10% of its public float of 323,260,786 common shares as of September 2, 2025 (a total of 327,807,087 common shares were issued and outstanding as of such date).  Purchases under the NCIB will be made through the facilities of the TSX, the New York Stock Exchange (the "NYSE") and/or alternative trading systems in Canada and the U.S., if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order.  In addition, RBI may also enter into derivative-based programs in support of its repurchase activities, including the writing of put options and forward purchase agreements, accelerated share repurchase transactions, other equity contracts or use other methods of acquiring shares, in each case, as may be permitted by applicable securities laws or subject to regulatory approval.     

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX.  In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 237,040 common shares, which represents 25% of the average daily trading volume on the TSX of 948,163 for the six months ended August 31, 2025.  Purchases under the NCIB made on the NYSE will be made in compliance with Securities and Exchange Commission Rule 10b-18 and U.S. federal securities laws.

Under its last NCIB which commenced on September 16, 2024 and expires on September 15, 2025 (the "2024 NCIB"), RBI previously sought and received approval from the TSX to repurchase up to 31,981,466 common shares.  RBI has not repurchased any common shares for cancellation under the 2024 NCIB.

RBI believes that the market price of common shares could be such that their purchase may be an attractive and appropriate use of corporate funds.  Decisions regarding the amount and timing of future purchases of common shares will be based on market conditions, share price and other factors.  RBI may elect to modify, suspend or discontinue the Repurchase Authorization, and its NCIB, at any time.  Repurchases under the Repurchase Authorization will be funded using RBI's cash resources and all shares repurchased will be cancelled. RBI has also entered into an automatic purchase plan with a broker which will enable RBI to provide standard instructions in the future and then purchase common shares on the open market during self-imposed blackout periods. Outside of these blackout periods, common shares may be purchased in accordance with management's discretion.   

About Restaurant Brands International

RBI is one of the world's largest quick service restaurant companies with nearly $45 billion in annual system-wide sales and over 32,000 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.

Forward-Looking Statements

This press release includes forward-looking statements and information, which are often identified by the words "may," "might," "believes," "thinks," "anticipates," "plans," "expects," "intends," or similar expressions, and reflect management's current beliefs and expectations regarding future events and operating performance and speak only as of the date hereof. These forward-looking statements include statements about RBI's expectations and beliefs regarding its normal course issuer bid purchases. These forward-looking statements are not guarantees of future events or performance and involve a number of risks and uncertainties. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings of RBI with the U.S. Securities and Exchange Commission and on SEDAR+ in Canada, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: (1) RBI's substantial indebtedness, which could adversely affect RBI's financial condition; (2) global economic or other business conditions that may affect the desire or ability of RBI's guests to purchase RBI's products (3) RBI's relationship with, and the success of, RBI's franchisees and risks related to RBI's nearly fully franchised business model; (4) RBI's franchisees' financial stability and their ability to access and maintain the liquidity necessary to operate their businesses; (5) RBI's supply chain operations; (6) RBI's ownership and leasing of real estate; (7) the effectiveness of RBI's marketing, advertising and digital programs and franchisee support of these programs; (8) fluctuations in interest rates and in the currency exchange markets and the effectiveness of RBI's hedging activity; (9) RBI's ability to successfully implement RBI's domestic and international growth strategy for each of RBI's brands and risks related to RBI's international operations; (10) RBI's reliance on franchisees, including subfranchisees to accelerate restaurant growth; (11) risks related to unforeseen events; (12) changes in applicable tax laws or interpretations thereof; (13) evolving legislation and regulations in the area of franchise and labor and employment law; (14) RBI's ability to address environmental and social sustainability issues; (16) risks related to geopolitical conflicts and terrorism; (15) the ability of cash flows from the Carrols restaurants to fund RBI's budgeted remodels and the timing of refranchising of such restaurants; (17) tariffs and their impact on economic conditions or on RBI's business; and (18) RBI's ability to find long-term partners for Popeyes China and Firehouse Subs Brazil and a new controlling shareholder for Burger King China.  Other than as required under U.S. federal securities laws or Canadian securities laws, RBI does not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, change in expectations or otherwise.

SOURCE Restaurant Brands International Inc.