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Form SCHEDULE 13D/A Restaurant Brands Intern Filed by: Pershing Square Capital Management, L.P.

May 8, 2026 8:45 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 24,126,097 shares of Common Stock, (b) 2,652,778 shares of Common Stock underlying forward purchase contracts and (c) 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 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the "Form 10-Q"), plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 1,860,000 shares of Common Stock and (b) 2,652,778 shares of Common Stock underlying forward purchase contracts beneficially owned directly by this Reporting Person. Item 13: This calculation is based on 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Form 10-Q.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 24,126,097 shares of Common Stock, (b) 2,652,778 shares of Common Stock underlying forward purchase contracts and (c) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person. Item 13: This calculation is based on 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Form 10-Q, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 24,126,097 shares of Common Stock, (b) 2,652,778 shares of Common Stock underlying forward purchase contracts and (c) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person. Item 13: This calculation is based on 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Form 10-Q, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 24,126,097 shares of Common Stock, (b) 2,652,778 shares of Common Stock underlying forward purchase contracts and (c) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person. Item 13: This calculation is based on 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Form 10-Q, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person.


SCHEDULE 13D




Comment for Type of Reporting Person:
Items 8, 10 and 11: Includes (a) 24,126,097 shares of Common Stock, (b) 2,652,778 shares of Common Stock underlying forward purchase contracts and (c) 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person. Item 13: This calculation is based on 346,983,973 shares of Common Stock outstanding as of April 30, 2026, as reported on the Issuer's Form 10-Q, plus 357,841 shares of Common Stock issuable on exchange of Exchangeable Units beneficially owned by this Reporting Person.


SCHEDULE 13D


Pershing Square Capital Management, L.P.
Signature:/s/ William A. Ackman
Name/Title:Authorized Signatory
Date:05/08/2026
Pershing Square USA, Ltd.
Signature:/s/ William A. Ackman
Name/Title:Authorized Signatory
Date:05/08/2026
Pershing Square Inc.
Signature:/s/ William A. Ackman
Name/Title:Authorized Signatory
Date:05/08/2026
Pershing Square Partner Group, LLC
Signature:/s/ William A. Ackman
Name/Title:Authorized Signatory
Date:05/08/2026
Pershing Square Management, LLC
Signature:/s/ William A. Ackman
Name/Title:Authorized Signatory
Date:05/08/2026
William A. Ackman
Signature:/s/ William A. Ackman
Name/Title:William A. Ackman
Date:05/08/2026

ATTACHMENTS / EXHIBITS

EXHIBIT 99.11

EXHIBIT 99.12

EXHIBIT 99.13

EXHIBIT 99.14

EXHIBIT 99.15

EXHIBIT 99.16

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SEC Filings