Restaurant Brands International Inc.

MIAMI, March 6, 2026 /PRNewswire/ - Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR) ("RBI") has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC ("NYSB") to purchase up to 100,000 RBI common shares, or approximately 0.03% of the company's outstanding common shares, at a price of US$43.60 per share. NYSB's offer price of US$43.60 represents a discount of 34.92% to the NYSE closing price of US$66.99 for RBI common shares on January 30, 2026, the last trading day before the mini-tender offer was commenced. RBI cautions shareholders that the mini-tender offer has been made at a price significantly below the market price for RBI shares.

RBI does not endorse this unsolicited offer, has no association with NYSB or its offer, and recommends that shareholders do not tender their shares to the offer.

According to NYSB's offer documents, RBI shareholders who have already tendered their shares can withdraw their shares at any time within 14 days after the date of delivery of the shareholder's acceptance form (or tender form) by following the procedures described in the offer documents.

For background, mini-tender offers are designed to seek less than 5% of a company's outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under U.S. and Canadian securities regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

RBI strongly encourages brokers, dealers and other market participants to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm

RBI requests that a copy of this news release be included in any distribution of materials relating to NYSB's mini-tender offer for RBI shares.

Comments from the CSA on mini-tenders can be found on the Ontario Securities Commission (OSC) website at: http://www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp

Information about mini-tender offers can be found on the SEC website at: http://www.sec.gov/investor/pubs/minitend.htm

NYSB has made similar unsolicited mini-tender offers for shares of other public companies in the US.

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with nearly $47 billion in annual system-wide sales and over 33,000 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.

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SOURCE Restaurant Brands International Inc.

MIAMI, Feb. 26, 2026 /CNW/ - Restaurant Brands International Inc. ("RBI", "Company") (NYSE: QSR) (TSX: QSR) (TSX: QSP) today hosted its 2026 Investor Day at the Company's Miami headquarters, reaffirming expectations to deliver against its growth algorithm within the 2028 outlook period and providing enhanced visibility into the execution of its strategic plan. The Company also announced plans to return over $1.6 billion of capital to shareholders in 2026 through both dividends and the resumption of share repurchases.

KEY HIGHLIGHTS:

• Reaffirmed 8%+ organic Adjusted Operating Income growth from 2024-2028; having delivered over 8% in both 2024 and 2025
• Provided a path to 5%+ Net Restaurant Growth by 2028, with distinct building blocks adding visibility and confidence in plans
• Announced that the majority of excess free cash flow will be earmarked for share repurchases, commencing with $500 million in 2026
• Unveiled goal of becoming an investment-grade company and expectations to achieve corporate investment-grade leverage by 2028
• Outlined simplification roadmap including intent to sunset Restaurant Holdings segment by the end of 2027
• Updated long-term capital spending framework with capital expenditures, tenant inducements, and incentives ("Capex and Cash Inducements") declining to roughly $300 million annually from 2028 onward
• President of Burger King US and Canada, Tom Curtis, announced extension of elevated 4.5% franchisee advertising fund contribution rate through at least 2027 and provided details on accelerating momentum of the Reclaim the Flame plan

"We are building a simpler, stronger, and more focused RBI – a world-class restaurant company designed to win for decades. Our growth is powered by four iconic brands with deep heritage in their communities and enduring guest loyalty, supported by exceptional franchisees and great talent around the world," said Josh Kobza, Chief Executive Officer of RBI. "As we look toward 2028 and beyond, we see a highly franchised, asset-light business delivering consistent 5%+ Net Restaurant Growth, predictable earnings growth, and strong double-digit total shareholder returns. The strength of our brands and the quality of our teams position us to compound value for all our stakeholders for many years to come."

Sami Siddiqui, Chief Financial Officer, commented: "We're committed to becoming a simpler, 99% franchised business over the next few years. Our business generates significant free cash flow, which gives us substantial capital allocation flexibility. We've always prioritized investing in our brands, maintaining a strong balance sheet, and returning excess cash to shareholders through our attractive dividend. We're resuming share repurchases in 2026, and we've made the decision to become an investment-grade company. We believe we're only two years away from achieving corporate investment-grade leverage, which, once achieved, will unlock meaningful long-term flexibility for our business."

Patrick Doyle, Executive Chairman, commented: "When I invested in RBI three years ago, I saw a company with great brands, great food, great people, and great franchisees executing the fundamentals that drive long-term success in this business. Today, we're delivering on exactly what attracted me to invest in this company. RBI continues to make the right long-term decisions for the business. We allocate capital well and keep franchisee profitability at the center of our decision-making. I cannot imagine a more exciting time to be part of the RBI story."

CLEAR PATH TO 5%+ NET RESTAURANT GROWTH

RBI outlined three building blocks to achieve 5%+ Net Restaurant Growth by 2028, representing approximately 1,800 net new restaurants per year by 2028. Outside of Burger King China, RBI's Net Restaurant Growth has averaged 4.0% over the past five years, underscoring the strength and diversity of the core development engine.

US and Canada (300-400 net new restaurants per year by 2028): Growth in the US and Canada is expected to be driven by Firehouse Subs, Tim Hortons, and Popeyes. Firehouse Subs is expected to contribute approximately half of the net new units in the US and Canada, with 150-200 net new units per year, driven by improving brand awareness and strong unit economics, with paybacks under four years, on average. The remaining 150-200 net new units will be roughly split between Tim Hortons and Popeyes. Tim Hortons Canada growth is supported by opportunities in underpenetrated regions including Western Canada and Quebec, as well as attractive paybacks, which are less than three years on average. In the US, the team is on track to continue accelerating development in both existing and new markets, like Virginia, Florida, Delaware, Tennessee, New York, Michigan, New Jersey, and Texas. While Popeyes tempered development in 2025, the team is laying the operational groundwork to position the brand to reaccelerate in the years ahead.

China (300-400 net new restaurants per year by 2028): Burger King China's partnership with CPE, announced in November 2025, is on track to deliver over 200 net new units in 2028, with continued acceleration after 2028, as CPE executes on its commitment to double the brand's footprint to 2,500 restaurants within five years. CPE's $350 million primary capital investment is intended to fully fund this development. Popeyes China and Tim Hortons China are expected to contribute the remaining 100-200 combined net new units in 2028 as both businesses scale.

International Excluding China (approximately 1,100 net new restaurants per year by 2028): Top 10 growth markets including India, the UK, Mexico, France, and Japan are expected to deliver approximately 700 units per year by 2028, supported by strong unit economics, with paybacks under four and a half years, on average. The remaining international portfolio of around 175 brand-market combinations are expected to contribute approximately 400 new units per year.

BURGER KING RECLAIM THE FLAME GROWTH STRATEGY DELIVERING RESULTS

Tom Curtis, President of Burger King US and Canada, provided an update on Reclaim the Flame, the brand's comprehensive growth strategy, which has delivered four years of burger QSR industry Comparable Sales outperformance since launching in 2022. The brand has moved from 10th to 6th place in industry guest experience rankings, increased modern image penetration from 37% in 2021 to 58% in 2025, and improved franchisee profitability from a low of around $125,000 to approximately $205,000 in both 2023 and 2024. Looking through the impact of temporary beef inflation and ad fund transfers, franchisee profitability grew in 2025, demonstrating that actions within the brand's control are working to expand profitability even during a challenging environment.

In addition, Burger King franchisees have voted to continue their elevated ad fund contribution of 4.5% of sales through at least 2027, with 97% voting to support the continued advertising firepower. The ad fund rate will continue at this level in 2028 if the business achieves $230,000 in franchisee profitability by the end of 2027 or if the franchisees vote to extend again. This continued investment supports sustained marketing share of voice and demonstrates strong franchisee confidence in the brand's trajectory.

Looking ahead, Burger King will elevate culinary quality, beginning with enhancements to the Whopper, including new glazed buns, creamier mayonnaise, and upgraded clamshell packaging. In 2026, the brand will also launch a major campaign reinforcing its commitment to listening to and acting on guest feedback. Additionally, Burger King sees meaningful opportunity to win with families and kids, who represent just 10% of the brand's traffic today.

The Company also introduced BK Assistant, an AI-powered tool designed to streamline restaurant operations by providing managers and team members with instant access to operational guidelines, inventory management, and compliance tracking, enabling them to focus more on guest service and team leadership.

SIMPLIFICATION ROADMAP AND CAPITAL ALLOCATION UPDATE

Sami Siddiqui, Chief Financial Officer, outlined RBI's simplification roadmap and enhanced capital allocation framework, and emphasized the transition to a 99% franchised model, corporate investment-grade leverage by 2028, and resumption of share repurchases, with around $500 million expected in 2026. Share repurchases are expected to grow over time as the Company uses the majority of annual excess free cash flow for buybacks, with capacity to accelerate further once investment grade is achieved. In addition, RBI committed to its durable and growing dividend, with a long-term target payout ratio of around 60%.

RBI's algorithm of 3%+ Comparable Sales and 5%+ Net Restaurant Growth continues to support 8%+ organic Adjusted Operating Income growth on average through 2028. Three core structural drivers underpin this outlook: first, ramping to 5%+ Net Restaurant Growth by 2028; second, a structural tailwind in the royalty rate as international markets scale and contractual royalty step-ups take effect; and third, disciplined cost management, with annual Segment G&A growth of approximately 2%, excluding Restaurant Holdings, creating meaningful operating leverage as System-wide Sales grow faster.

Restaurant Holdings to Sunset: RBI is actively working to refranchise the Burger King US company restaurant portfolio to a base of approximately 300-500 home market restaurants and to place Popeyes China and Firehouse Brazil with long-term local partners. Both objectives are expected to be accomplished by the end of 2027, at which point the Restaurant Holdings segment will wind down. The long-term steady-state Burger King US company portfolio will target 300 restaurants across a few strategic markets.

Refined Capital Expenditures Outlook: Total Capex and Cash Inducements is expected to be approximately $400 million in 2026 and 2027, stepping down to approximately $300 million in 2028 and thereafter as the Company finds long-term partners for Popeyes China and Firehouse Brazil, refranchises the vast majority of the Burger King US company restaurants, and largely concludes Reclaim the Flame. This trajectory supports significant free cash flow growth from approximately $1.6 billion in 2025 to more than $2 billion annually by 2028.

Investment Grade by 2028: RBI is targeting net leverage of approximately 4.0x in 2026 and a long-term target of low- to mid-3x, which the Company expects to achieve by 2028 through earnings growth. Investment grade provides tangible benefits including lower relative cost of debt, access to deeper pools of capital, and the ability to issue longer-duration debt.

Until RBI becomes investment grade, the Company does not intend to fund share repurchases with incremental leverage. Once investment grade is achieved, RBI fully intends to operate within investment-grade leverage parameters while stepping up the quantum of buybacks with incremental leverage capacity each year as EBITDA grows.

2026 INVESTOR DAY

RBI's 2026 Investor Day featured presentations from Chief Executive Officer, Josh Kobza, Chief Financial Officer, Sami Siddiqui, Executive Chairman, Patrick Doyle, and Business Unit Presidents including Tom Curtis (Burger King US and Canada), Axel Schwan (Tim Hortons Canada and US), Thiago Santelmo (International), Peter Perdue (Popeyes US and Canada), and Mike Hancock (Firehouse Subs US and Canada). A replay of the event will be available on RBI's investor relations website for one year following the event at http://rbi.com/investors.

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with nearly $47 billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries and territories. RBI owns four of the world's most prominent and iconic quick service restaurant brands – BURGER KING®, TIM HORTONS®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. To learn more about RBI, please visit the company's website at www.rbi.com. 

Contacts: Investors: investor@rbi.com; Media: media@rbi.com

Forward-Looking Statements

This press release and our Investor Day presentations contain certain forward-looking statements and information, which 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 are not guarantees of future performance and involve a number of risks and uncertainties.

These forward-looking statements include statements about our expectations or beliefs regarding (i) our vision for 2028 and our expectations as to how we will achieve it; (ii) net restaurant growth; (iii) our remodel program and refranchising efforts, including our future levels of franchising and our ability to meet our Carrols remodeling and refranchising timeline; (iv) leverage, free cash flow, and capital expenditures, including our path to becoming investment grade; (v) our and our franchisees' future operational and financial performance; (vi) our share repurchase program; (vii) the impact of commodity prices; (viii) our growth opportunities, plans and strategies for each of our brands and ability to enhance operations and drive long-term, sustainable growth; (ix) our strategic priorities including development of new products and intellectual property partnerships; (x) our ability to accelerate international development through joint venture structures and master franchise and development agreements and the impact on future growth and profitability of our brands; and (xi) our commitment to technology and innovation, our continued investment in our technology capabilities and our plans and strategies with respect to digital sales, our information systems and technology offerings and investments. The factors that could cause actual results to differ materially from RBI's expectations are detailed in filings of RBI with the Securities and Exchange Commission and applicable Canadian securities regulatory authorities, such as its annual and quarterly reports and current reports on Form 8-K, and include the following: (1) global economic or other business conditions, including inflation, affordability, and under or unemployment rates, that may affect the desire or ability of our guests to purchase our products; (2) our relationship with, and the success of, our franchisees and risks related to our nearly fully franchised business model; (3) our franchisees' financial stability and their ability to access and maintain the capital necessary to operate and grow their businesses; (4) the effectiveness of our marketing, advertising and digital programs and franchisee support of these programs; (5) commodity prices, tariffs, and other factors that affect the profitability of our and our franchisees' operations; (6) our ability to successfully implement our domestic and international growth strategy for each of our brands and risks related to our international operations, including our ability to find long-term partners for Popeyes China and FHS Brazil; (7) our reliance on franchisees to accelerate restaurant growth; (8) risks related to unforeseen events; (9) changes in applicable tax laws or interpretations thereof; (10) evolving legislation and regulations in the area of franchise and labor and employment law; (11) our ability to address environmental and social sustainability issues; (12) risks related to geopolitical conflicts and terrorism; and (13) fluctuations in interest rates and in the currency exchange markets and the effectiveness of our hedging activity. Other than as required under U.S. federal securities laws or Canadian securities laws, we do 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.

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SOURCE Restaurant Brands International Inc.