{"schema_version":"secwatch.filing_event.v1","accession":"0001618755-23-000014","form_type":"8-K","ticker":"RSTRF","cik":"0001618755","company_name":"Restaurant Brands International Limited Partnership","filed_at":"2023-02-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.848070+00:00","generated_at":"2026-06-18T22:13:49.048598+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"3G Capital affiliate sells 2.2M QSR shares at $63.99 in secondary offering","bullets":["Selling shareholder HL1 17 LP (3G affiliate) to sell 2,213,851 common shares at $63.99 each.","RBI receives no proceeds; aggregate shares and exchangeable units unchanged.","After settlement, 3G RBH holds ~28.9% of combined voting power in RBI.","Lock-up on 3G entities for 45 days from offering date without underwriter consent.","Offering expected to close March 2, 2023; exchange and forward settlement by March 16."],"urls":{"canonical":"https://secwatch.observer/filing/0001618755-23-000014","json":"https://secwatch.observer/filing/0001618755-23-000014.json","markdown":"https://secwatch.observer/filing/0001618755-23-000014.md","text":"https://secwatch.observer/filing/0001618755-23-000014.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1618755/000161875523000014/0001618755-23-000014-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1618755/000161875523000014/qsr-20230227.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T22:13:49.048598+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"64684c2a0c499b6f5751a67aafed9a1f5e458a3e","claim":"Restaurant Brands International Limited Partnership entered into Underwriting Agreement with BofA Securities, Inc., HL1 17 LP, and BofA Securities, Inc. as forward seller and forward purchaser valued at $63.99 per Common Share (effective 2023-02-27).","evidence_excerpt":"On February 27, 2023, Restaurant Brands International Inc. (“RBI” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. as the underwriter (the “Underwriter”), HL1 17 LP (the “Selling Shareholder”), an affiliate of 3G Capital Partners LP (“3G Capital”), as the selling shareholder, and BofA Securities, Inc. as the forward seller and forward purchaser (in both roles, the “Forward Counterparty”) relating to the sale of 2,213,851 common shares (the “Shares”) of RBI, no par value (the “Common Shares”) to the Underwriter (the “Offering”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1618755/000161875523000014/0001618755-23-000014-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"BofA Securities, Inc., HL1 17 LP, and BofA Securities, Inc. as forward seller and forward purchaser"},{"label":"Value","value":"$63.99 per Common Share"},{"label":"Effective","value":"2023-02-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}