餐饮品牌国际 2025年度报告

(Mark One)ÈANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromtoCommission file number: 001-36786 DOCUMENTS INCORPORATED BY REFERENCE:Portions of the registrant’s definitive proxy statement for the 2026 Annual General Meeting of Shareholders, which is to be filed no later than 120 days after December 31, 2025, are incorporated by reference into Part III of this Form 10-K. 2025 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 1.Executive OfficersItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosure PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25Item 6.Reserved26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations27Item 7A.Quantitative and Qualitative Disclosures About Market Risk46Item 8.Financial Statements and Supplementary Data53Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure101Item 9A.Controls and Procedures101Item 9B.Other Information101Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections102PART III Item 10.Directors, Executive Officers and Corporate Governance102Item 11.Executive Compensation103Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters103Item 13.Certain Relationships and Related Transactions, and Director Independence103Item 14.Principal Accounting Fees and Services103PART IVItem 15.Exhibits and Financial Statement Schedules104Item 16.Form 10-K Summary110 Tim Hortons® is a trademark of Tim Hortons Canadian IP Holdings Corporation. Burger King®, Whopper®, and BK® aretrademarks of Burger King Company LLC. Popeyes® and Popeyes Louisiana Kitchen® are trademarks of Popeyes LouisianaKitchen, Inc. Firehouse Subs® is a trademark of FRG, LLC. Unless the context otherwise requires or unless otherwise indicated, all references to (i) “we,” “us,” “our,” "RBI," and“Company” refer to Restaurant Brands International Inc. and its subsidiaries, (ii) "Partnership" refer to the Restaurant BrandsInternational Limited Partnership, (iii) “dollars” or “$” are to the currency of the United States, (iv) “Canadian dollars” or “C$”are to the currency of Canada, (v) “Company restaurants” refer to those restaurants owned by us, (vi) “our restaurants” or“system-wide restaurants” include Company restaurants and franchised restaurants, and (vii) "Carrols Acquisition" refers to ouracquisition of Carrols Restaurant Group Inc. on May 16, 2024. Explanatory Note We are the sole general partner of Restaurant Brands International Limited Partnership, which is the indirect parent of TheTDL Group Corp. (“TDL”), Burger King Company LLC (“BKC”), Popeyes Louisiana Kitchen, Inc. (“PLKI”), and FRG, LLC(“FRG”). As a result of our controlling interest, we consolidate the financial results of Partnership and record a noncontrollinginterest for the portion of Partnership we do not own in our consolidated financial statements. Net income (loss) attributable tononcontrolling interests on the consolidated statements of operations presents the portion of earnings or loss attributable to theeconomic interest in Partnership owned by the holders of the noncontrolling interests. As sole general partner, we manage all ofPartnership’s operations and activities in accordance with the partnership agreement of Partnership (the “partnership agreement”).We have established a conflicts committee composed entirely of “independent directors” (as such term is defined in the partnershipagreement) in order to consent to, approve or direct various enumerated actions on behalf of the Company (in its capacity as thegeneral partner of Partnership) in accordance with the terms of the partnership agreement. Each of the Company and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result,is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. This AnnualReport on Form 10-K constitutes the Company’s Annual Information Form for purposes of its Canadian continuous disclosureobligations under National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”). Pursuant to an application forexemptive relief made in accordance with National Policy 11-203 – Process for Exemptive Relief Applications in MultipleJurisdictions, Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. Thisexemptive relief exempts Partnership from the continuous disclosure requirements of NI 51-102, effectively allowing Partnership tosatisfy its Canadian continuous disclosure obligations