餐饮品牌国际美股招股说明书(2025-11-17版)

Restaurant Brands International Inc. Common Shares We have been advised that the selling shareholder named in this prospectus supplement has entered into or will enter into a forward sale agreement relating to anaggregate of up to 17,626,570 common shares with BofA Securities, Inc. or one of its affiliates, which we refer to as the forward counterparty. Certain current investors haveindicated an interest in purchasing an aggregate of 7,840,786 common shares offered in this offering (the “Investor Shares”), on or prior to settlement of the exchange describedbelow, on the same terms and conditions as other purchasers in this offering. We have been advised that, in order to hedge its economic exposure under the forward sale agreement,the forward counterparty or an affiliate thereof, which we refer to as the forward seller, will borrow 9,785,784 common shares from third-party stock lenders (the “BorrowedShares”), and will sell those common shares under this prospectus supplement and the accompanying prospectus through the underwriter named in this prospectus supplement. Inaddition, the forward seller expects to sell up to 7,840,786 common shares under this prospectus supplement and the accompanying prospectus through the underwriter to theextent that the applicable investors purchase any Investor Shares pursuant to this offering on or prior to settlement of the exchange. We are not selling any common shares underthis prospectus supplement, we will not receive any of the proceeds from the sale of common shares under this prospectus supplement and we are not a party to the forward saleagreement. The selling shareholder will receive proceeds from the forward counterparty upon settlement of the forward sale agreement. Our common shares are listed on the New York Stock Exchange (the “NYSE”) and on the Toronto Stock Exchange (the “TSX”) under the symbol “QSR.” OnNovember 12, 2025, the last reported sale price of our common shares on the NYSE and the TSX was $69.14 per share and C$96.92 per share, respectively. The underwriter has agreed to purchase up to 17,626,570 common shares from the forward seller at a price equal to $68.72per share, which will result in up to$1.2billion of proceeds to the forward seller, before expenses. The underwriter may offer the common shares purchased from the forward seller from time to time in one or moretransactions on the NYSE, in theover-the-countermarket or through negotiated transactions at market prices at or negotiated prices. See “Underwriting (Conflicts of Interest).” The selling shareholder, an affiliate of 3G Capital Partners Ltd. (“3G Capital”), has delivered a notice to exchange 17,626,570 of its ClassB exchangeable limitedpartnership units (the “Partnership exchangeable units”) of our majority-owned operating partnership, Restaurant Brands International Limited Partnership (the “Partnership”), for17,626,570 of our common shares. Upon settlement of the exchange, which is expected to occur on or before December3, 2025, we will deliver such common shares to the sellingshareholder. The selling shareholder expects to deliver to the forward counterparty, upon settlement of the forward sale agreement, the common shares received from us uponsettlement of the exchange, less the number of Investor Shares, if any, that are not purchased by the applicable investor on or prior to settlement of the exchange. Investing in our common shares involves risks. See “Risk Factors” beginning on pageS-6of this prospectus supplement and page 2of the accompanying prospectus to read about risks that you should consider before buying our common shares. You should carefully read thisprospectus supplement and the accompanying prospectus, together with the documents we incorporate by reference, before you invest in ourcommon shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Delivery of the common shares (other than any Investor Shares) is expected to be made on or about November17, 2025. Delivery of any Investor Shares is expectedto be made to the applicable investors on the first business day following the applicable trade date for the purchase of any Investor Shares. BofA Securities Table of Contents Prospectus Supplement About this Prospectus SupplementDisclosure Regarding Forward-Looking StatementsMarket and Industry DataTrademarks, Service Marks and CopyrightsSummaryRisk FactorsUse of ProceedsThe Selling ShareholderMaterial U.S. Federal Income Tax Considerations to U.S. HoldersMaterial Canadian Income Tax ConsiderationsUnderwriting (Conflicts of Interest)Legal MattersExpertsWhere You Can Find More Information; Incorporation By Reference Prospectus About this ProspectusThe CompanyRisk FactorsDisclosure Regarding Forward-Looking StatementsSellin