0001140361-26-017888.txt : 20260429 0001140361-26-017888.hdr.sgml : 20260429 20260429185917 ACCESSION NUMBER: 0001140361-26-017888 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Restaurant Brands International Inc. CENTRAL INDEX KEY: 0001618756 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88464 FILM NUMBER: 26919026 BUSINESS ADDRESS: STREET 1: 5707 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: (905) 845-6511 MAIL ADDRESS: STREET 1: 5707 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 FORMER COMPANY: FORMER CONFORMED NAME: 9060669 Canada Inc. DATE OF NAME CHANGE: 20141028 FORMER COMPANY: FORMER CONFORMED NAME: 1011773 B.C. Unlimited Liability Co DATE OF NAME CHANGE: 20140905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 ORGANIZATION NAME: EIN: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001193125-20-132495 0001336528 XXXXXXXX LIVE 4 Common Stock, no par value 04/27/2026 0001618756 76131D103 Restaurant Brands International Inc.
5707 WATERFORD DISTRICT DRIVE MIAMI FL 33126
Halit Coussin (212) 813-3700 Pershing Square Capital Management, L.P. 787 Eleventh Avenue, 9th Floor New York NY 10019 0001336528 N Pershing Square Capital Management, L.P. OO DE 0 22623938 0 22623938 22623938 6.5 IA Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership ("Exchangeable Units") beneficially owned by this Reporting Person. Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 23, 2026 (the "2026 Proxy Statement"), plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons. Y Pershing Square Inc. OO NV 0 22623938 0 22623938 22623938 6.5 CO Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons. Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons. Y Pershing Square Partner Group, LLC OO DE 0 22623938 0 22623938 22623938 6.5 OO Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons. Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons. Y Pershing Square Management, LLC OO DE 0 22623938 0 22623938 22623938 6.5 OO Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons. Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons. Y William A. Ackman OO X1 0 22623938 0 22623938 22623938 6.5 IN Items 8, 10 and 11: Includes (a) 22,266,097 shares of Common Stock and (b) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons. Item 13: This calculation is based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Persons. Common Stock, no par value Restaurant Brands International Inc. 5707 WATERFORD DISTRICT DRIVE MIAMI FL 33126 This amendment No. 4 ("Amendment No. 4") to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) relating to the common shares, no par value (the "Common Stock"), of Restaurant Brands International Inc., a corporation continued under the laws of Canada, in connection with the sale of certain shares of Common Stock by the Reporting Persons on April 27, 2026 (the "Share Transactions") and the Reorganization (as defined below). This Amendment No. 4 modifies the original Schedule 13D filed on May 4, 2020 (as amended and supplemented prior to the filing of this Amendment No. 4, the "Schedule 13D") by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership, (ii) PS Management GP, LLC, a Delaware limited liability company, and (iii) William A. Ackman, a citizen of the United States. Following the completion of a reorganization of Pershing Square's ownership structure on April 28, 2026 (the "Reorganization"), subsequent to the Share Transactions, (i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), (ii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc."), (iii) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"), (iv) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo") and (v) William A. Ackman may, as of April 28, 2026, be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 22,623,938 shares of Common Stock (the "Subject Shares"), which number includes: (i) 22,266,097 shares of Common Stock, and (ii) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (the "Exchangeable Units"), as further detailed in the footnotes on the cover pages, and, therefore, may be deemed to be beneficial owners of the Subject Shares and are thus included as Reporting Persons. This Amendment No. 4 is being filed to update the names of the Reporting Persons after giving effect to the Reorganization, the redomestication of PS Inc. as a Nevada corporation and to update the ownership interests in the Subject Shares following the Share Transactions. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged. Item 2(a) of the Schedule 13D is hereby replaced with the following information: "This statement is being filed by: (i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"); (ii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc."); (iii) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"); (iv) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo"); and (v) William A. Ackman, a citizen of the United States of America (together with PSCM, PS Inc., PS Partner Group and ManagementCo, the "Reporting Persons")." Item 2(b) of the Schedule 13D is hereby replaced with the following information: "The address of the principal business and principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019." Item 2(c) of the Schedule 13D is hereby replaced with the following information: "PSCM's principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo") and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP, PS International and RedemptionCo, the "Pershing Square Affiliated Funds"). RedemptionCo is a limited purpose entity formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP. PS Inc.'s principal business is primarily to serve as a holding company for the business of PSCM. The name, business address, present principal occupation and citizenship of each executive officer and director of PS Inc. as of April 29, 2026 is set forth in Exhibit 99.8 attached hereto and is incorporated herein by reference. PS Partner Group's principal business is primarily to hold shares of common stock of PS Inc. ManagementCo's principal business is to hold voting interests in PS Inc. and act as the managing member of PS Partner Group. The name, business address, present principal occupation and citizenship of each member of ManagementCo as of April 29, 2026 is set forth in Exhibit 99.9 attached hereto and is incorporated herein by reference. The principal occupation of William A. Ackman is to serve as (i) the Chief Executive Officer of PSCM and (ii) the Chief Executive Officer and Chairman of the Board of PS Inc. Item 2(d) of the Schedule 13D is hereby replaced with the following information: "During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.8 or 99.9 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws." Item 2(e) of the Schedule 13D is hereby replaced with the following information: "During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.8 or 99.9 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws." The information set forth in Item 2(a) is incorporated into this Item 2(f) by reference. Item 5(a) of the Schedule 13D is hereby replaced with the following information: "The Reporting Persons beneficially own, in the aggregate, 22,623,938 shares of Common Stock (the "Subject Shares"), which number includes: (i) 22,266,097 shares of Common Stock, and (ii) 357,841 shares of Common Stock issuable on exchange of exchangeable units in Restaurant Brands International Limited Partnership (the "Exchangeable Units"). The Subject Shares represent approximately 6.5% of the outstanding shares of Common Stock based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons." Item 5(b) of the Schedule 13D is hereby amended and supplemented with the following information: "After giving effect to the Share Transactions and the Reorganization, PSCM, as the investment adviser to the Pershing Square Affiliated Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the parent company of PSCM, PS Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As a significant shareholder of PS Inc., PS Partner Group may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As the holder of majority voting power of PS Inc. and the managing member of PS Partner Group, ManagementCo may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As (i) the Chief Executive Officer of PSCM, (ii) the Chief Executive Officer and Chairman of the Board of PS Inc. and (iii) a member of ManagementCo, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As of the date of the Share Transactions, the members of ManagementCo beneficially owned the following shares of Common Stock: (i) Halit Coussin beneficially owned 113 shares of Common Stock, (ii) Michael Gonnella beneficially owned 1,570 shares of Common Stock, (iii) Ben Hakim beneficially owned 142 shares of Common Stock, (iv) Ryan Israel beneficially owned 5,428 shares of Common Stock and (v) Anthony Massaro beneficially owned 737 shares of Common Stock, representing, in the case of each of (i) through (v), less than 0.01% of the outstanding shares of Common Stock, based on 347,282,917 shares of Common Stock outstanding as of April 8, 2026, as reported on the Issuer's 2026 Proxy Statement, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by the Reporting Persons." Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information: "(c) Exhibit 99.7, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting Persons on their own behalf or for the benefit of the Pershing Square Affiliated Funds. Except as set forth in Exhibit 99.7 attached hereto, no reportable transactions were effected by any Reporting Person within the last 60 days." Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits: Exhibit 99.7 Trading Data Exhibit 99.8 Schedule of Executive Officers and Directors of Pershing Square Inc. as of April 29, 2026 Exhibit 99.9 Schedule of Members of Pershing Square Management, LLC as of April 29, 2026 Exhibit 99.10 Joint Filing Agreement, dated as of April 29, 2026, among PSCM, PS Inc., PS Partner Group, ManagementCo and William A. Ackman. Pershing Square Capital Management, L.P. /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Inc. /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Partner Group, LLC /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Management, LLC /s/ William A. Ackman Authorized Signatory 04/29/2026 William A. Ackman /s/ William A. Ackman William A. Ackman 04/29/2026 EX-99.7 2 ef20071805_ex99-7.htm EXHIBIT 99.7
EXHIBIT 99.7
 
                          
Name   Trade Date   Buy/Sell   No. of Shares /
Quantity 		    Unit Cost     Strike
Price 		    Trade
Amount 		  Security   Expiration
Date 		 
Pershing Square, L.P.
  April 21, 2026   Transfer*   23,164     N/A      N/A      N/A   Exchangeable Units    N/A  
Pershing Square, L.P.
  April 21, 2026   Transfer*   335,386     N/A      N/A      N/A   Common Stock    N/A  
PS Redemption, L.P.*
  April 21, 2026   Transfer*   23,164     N/A      N/A      N/A   Exchangeable Units    N/A  
PS Redemption, L.P.*
  April 21, 2026   Transfer*   335,386     N/A      N/A      N/A   Common Stock    N/A  
                                  
PS Redemption, L.P.
  April 22, 2026   Sell   23,164   $78.86     N/A    $1,826,606  Exchangeable Units    N/A  
PS Redemption, L.P.
  April 22, 2026   Sell   67,077   $78.86     N/A    $5,289,550  Common Stock    N/A  
PS Redemption, L.P.
  April 23, 2026   Sell   67,077   $80.83     N/A    $5,421,675  Common Stock    N/A  
PS Redemption, L.P.
  April 24, 2026   Sell   67,077   $81.23     N/A    $5,448,432  Common Stock    N/A  
PS Redemption, L.P.
  April 27, 2026   Sell   134,155   $79.39     N/A    $10,650,574  Common Stock    N/A  
                                  
Pershing Square International, Ltd.
  April 24, 2026   Sell   44,000   $80.88     N/A    $3,558,545  Common Stock    N/A  
                                  
William A. Ackman
  April 27, 2026   Sell   3,561,548   $79.66     N/A    $283,712,741  Exchangeable Units    N/A  
 
* Represents shares transferred in kind from Pershing Square, L.P. to PS Redemption, L.P. and subsequently sold in connection with a special redemption of certain limited partner interests of Pershing Square, L.P.
 
 
 EX-99.8 3 ef20071805_ex99-8.htm EXHIBIT 99.8
EXHIBIT 99.8
 
The name of each director and executive officer of Pershing Square Inc. is set forth below.
 
The business address of each person listed below is c/o Pershing Square Inc., 787 Eleventh Avenue, 9th Floor, New York, New York 10019.
 
The present principal occupation or employment of each of the listed persons is set forth below.
 
     
NAME
 
POSITION
 
PRESENT PRINCIPAL OCCUPATION
    
William A. Ackman
 
Chief Executive Officer and Chairman of the Board
 
Chief Executive Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
    
Ryan Israel
 
Chief Investment Officer and Director
 
Chief Investment Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
    
Halit Coussin
 
Chief Legal Officer, Chief Compliance Officer and Director
 
Chief Legal Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
    
Michael Gonnella
 
Chief Financial Officer
 
Chief Financial Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
    
Ben Hakim
 
President and Director
 
President of Pershing Square Capital Management, L.P. and Pershing Square Inc.
    
David Coppel Calvo
 
Director
 
Chief Commercial Officer, Vice President of Investment and Board Member of Grupo Coppel
       
Kerry Murphy Healey
 
Director
 
Lecturer at the Princeton School of Public and International Affairs
       
Orion Hindawi
 
Director
 
Executive Chairman and former CEO of Tanium
       
Marco Kheirallah
 
Director
 
Founding partner of Lumina Capital Management
       
Nicholas M. Lamotte
 
Director
 
Executive Chairman of Consulta Limited
 
 
 EX-99.9 4 ef20071805_ex99-9.htm EXHIBIT 99.9
EXHIBIT 99.9
 
The name of each member of Pershing Square Management, LLC is set forth below.
 
The business address of each person listed below is c/o Pershing Square Management, LLC, 787 Eleventh Avenue, 9th Floor, New York, New York 10019.
 
Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below.
 
  
NAME
PRESENT PRINCIPAL OCCUPATION
   
William A. Ackman
Chief Executive Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Ryan Israel
Chief Investment Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Ben Hakim
President of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Michael Gonnella
Chief Financial Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Halit Coussin
Chief Legal Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Anthony Massaro Member of Investment Team of Pershing Square Capital Management, L.P. and Pershing Square Inc.
 
 
 
EX-99.10 5 ef20071805_ex99-10.htm EXHIBIT 99.10
EXHIBIT 99.10
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Restaurant Brands International Inc., and that this agreement be included as an Exhibit 99.10 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
 
IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 29th day of April, 2026.
 
   
 
Pershing Square Capital Management, L.P.
     
 
Signature:
/s/ William A. Ackman
 
Name/Title:
Authorized Signatory
 
Date:
04/29/2026
 
   
 
Pershing Square Inc.
     
 
Signature:
/s/ William A. Ackman
 
Name/Title:
Authorized Signatory
 
Date:
04/29/2026
 
   
 
Pershing Square Partner Group, LLC
 
By: Pershing Square Management, LLC, its managing member
     
 
Signature:
/s/ William A. Ackman
 
Name/Title:
Authorized Signatory
 
Date:
04/29/2026
 
   
 
Pershing Square Management, LLC
     
 
Signature:
/s/ William A. Ackman
 
Name/Title:
Authorized Signatory
 
Date:
04/29/2026
 
   
 
William A. Ackman
     
 
Signature:
/s/ William A. Ackman
 
Name/Title:
William A. Ackman
 
Date:
04/29/2026