Early Warning Reporting for Restaurant Brands International Limited Partnership and Restaurant Brands International Inc.

NEW YORK, Nov. 14, 2025 /CNW/ - Pursuant to the terms of the Amended and Restated Limited Partnership Agreement of Restaurant Brands International Limited Partnership ("RBI LP"), 3G Restaurant Brands Holdings LP ("3G RBH") delivered to RBI LP an exchange notice to exchange in aggregate 17,626,570 exchangeable units of RBI LP ("Exchangeable Units").  The exchange notice became irrevocable on November 13, 2025. As announced by RBI on November 13, 2025, Restaurant Brands International Inc. ("RBI"), in its capacity as general partner of RBI LP, elected to have RBI LP satisfy the exchange notice by issuing 17,626,570 common shares of RBI ("Common Shares") in exchange for the 17,626,570 Exchangeable Units. The exchange will be effected on or before December 3, 2025.

On November 13, 2025, HL1 17 LP (the "selling shareholder"), an affiliate of 3G RBH, entered into a forward sale contract (the "Forward Contract") with an unaffiliated third-party buyer, BofA Securities, Inc. (the "forward counterparty") with respect to up to 17,626,570 Common Shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell through the underwriter 9,785,784 common shares in the offering, and in addition to sell through the underwriter up to 7,840,786 in the aggregate of common shares (the "Investor Shares") in the offering to the extent current investors that have indicated an interest in purchasing such shares complete such purchases (the "Offering").  The selling shareholder expects to deliver to the forward counterparty, upon settlement of the Forward Contract, the Common Shares received from RBI upon settlement of the exchange, less the number of Investor Shares, if any, that are not purchased by the applicable investors on or prior to settlement of the exchange. In exchange, the selling shareholder will receive a cash payment based on a price per Common Share of US$68.72 multiplied by a factor of (1+ (an overnight bank funding rate minus a negotiated spread)) on each day that the Forward Contract is outstanding. The settlement of the Forward Contract is expected to occur on December 3, 2025 or such earlier date as elected by the selling shareholder in accordance with the terms of the Forward Contract. 

After the exchange and settlement of the Forward Contract, 3G RBH will continue to own 99,157,902 Exchangeable Units representing approximately 90.67% of the outstanding Exchangeable Units. The Exchangeable Units are exchangeable into Common Shares on a one-for-one basis for no additional consideration, subject to the right of RBI, as general partner of RBI LP, to elect in its sole and absolute discretion to cause RBI LP to repurchase the Exchangeable Units for a prescribed cash amount. After the exchange and settlement of the Forward Contract, if 3G RBH were to exchange all of its Exchangeable Units for Common Shares, 3G RBH would own 99,157,902 Common Shares, which would represent approximately 22.30% of the outstanding Common Shares or 21.80% of the outstanding Common Shares assuming the exchange of all Exchangeable Units (or 24.07% and 23.53%, respectively, if none of the Investor Shares are purchased in the Offering). 

From time to time, 3G Restaurant Brands Holdings General Partner Ltd. ("3G RBH GP"), the general partner of 3G RBH and the selling shareholder, 3G RBH or their respective affiliates may exchange Exchangeable Units into Common Shares and/or acquire or dispose of securities of RBI or RBI LP depending upon a number of factors, including but not limited to general market and economic conditions and other available investment opportunities.

Additional details can be found in the early warning report to be filed by 3G RBH GP pursuant to Canadian securities laws under the SEDAR+ profiles of RBI and RBI LP at www.sedarplus.com.  RBI and RBI LP's principal executive offices are located at: 5707 Blue Lagoon Drive, Miami, Florida 33126.

SOURCE 3G Restaurant Brands Holdings LP

For further information: An address for 3G RBH GP, 3G RBH and the selling shareholder is: c/o 3G Capital, Inc., 600 Third Avenue, 37th Floor, New York, New York 10016.