Restaurant Brands (QSR) Announces Pricing of Secondary Offering of Common Shares

Restaurant Brands International Inc. ("RBI" or the "Company") (TSX: QSR) (NYSE: QSR) announced today that an underwritten registered public offering (the "offering") of 9,608,744 common shares commenced by HL1 17 LP (the "Selling Shareholder"), an affiliate of 3G Capital Partners Ltd., had priced. These common shares relate to the exchange notice received by Restaurant Brands International Limited Partnership ("RBI LP") from the Selling Shareholder, to exchange 9,608,744 Class B exchangeable limited partnership units (the "Exchangeable Units") of RBI LP. RBI LP intends to satisfy this notice with the delivery of an equal number of common shares of RBI (the "Exchange").

In connection with the offering, the Selling Shareholder entered into a forward sale agreement with Morgan Stanley & Co. LLC (the "forward counterparty") with respect to 9,608,744 common shares. In connection with the forward sale agreement, the forward counterparty or its affiliates are expected to borrow and sell to the underwriter an aggregate of 9,608,744 common shares that will be delivered in this offering. The Selling Shareholder is expected to physically settle the forward sale agreement by delivering to the forward counterparty the common shares received upon the Exchange. Upon settlement of the forward sale agreement, Selling Shareholder will receive, in cash, the public offering price of the 9,608,744 common shares, less underwriting discounts and commissions, subject to certain adjustments as provided in the forward sale agreement. The settlement of the forward sale agreement and the Exchange is expected to occur on or before August 24, 2021.

RBI will not sell any common shares in the offering and will not receive any proceeds from the sale of the common shares. The aggregate number of Exchangeable Units and common shares will not change as a result of the transactions.

Morgan Stanley is acting as sole book-running manager in the offering. Morgan Stanley may offer the common shares in the offering from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

The offering is expected to close on August 9, 2021, subject to customary closing conditions.

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