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Item 2 — Management's Discussion and Analysis
Restaurant Brands International Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto (“Financial Statements”) in Item 1 and the Special Note Regarding Forward-Looking Statements later in this Item 2. All Note references herein refer to the Notes to the Financial Statements. Tabular amounts are displayed in millions of U.S. dollars except per share and unit count amounts, or as otherwise specifically identified. All references to “Canadian dollars” or “C$” are to the currency of Canada unless otherwise indicated. Percentages may not recompute due to rounding.
Overview
We are one of the world’s largest quick service restaurant (“QSR”) companies with nearly $49 billion in annual system-wide sales and over 33,000 restaurants, over 95% of which are franchised, in more than 120 countries and territories as of June 30, 2026. We own and franchise four iconic brands, Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. Our brands have complementary daypart mixes and product platforms that benefit from global scale and the sharing of best practices while preserving the independence and rich heritage of each brand.
We have six operating and reportable segments, including four franchisor segments for our Tim Hortons, Burger King, Popeyes, and Firehouse Subs brands in the U.S. and Canada (“TH”, “BK”, “PLK”, and “FHS”, respectively) and a fifth franchisor segment for all of our brands in the rest of the world (“INTL”). Additionally, we have a sixth operating and reportable segment, Restaurant Holdings (“RH”), which includes the operations of Burger King restaurants acquired as part of our acquisition of Carrols Restaurant Group Inc. (the “Carrols Acquisition”), as well as our acquisition of Popeyes China (“PLK China”) (“PLK China Acquisition”) and Firehouse Subs Brazil (“FHS Brazil”) restaurants.
RBI maintains the franchisor dynamics in its TH, BK, PLK, FHS, and INTL segments (“five franchisor segments”) to report results consistent with how the business will be managed long-term. This approach reflects RBI’s intent to refranchise the vast majority of the Carrols Burger King restaurants and to find new partners for PLK China and new investors for FHS Brazil and sunset the RH segment. RH results include Company restaurant sales and expenses, including expenses associated with royalties, rent, and advertising. These expenses are recognized, as applicable, as revenues in the respective franchisor segments (BK for the Carrols Burger King restaurants and INTL for PLK China and FHS Brazil restaurants) and eliminated upon consolidation.
Adjusted Operating Income represents our measure of segment income for each of our reportable segments and is used by management to measure operating performance. See Note 3, “Segment Reporting” of the Financial Statements for additional information about our operating and reportable segments and our measure of segment income.
On February 14, 2025, we acquired substantially all the remaining equity interests in Pangaea Foods (China) Holdings Ltd. (“BK China”). Following the acquisition, we ceased accounting for our interest in BK China as an equity method investment and ceased recognition of franchise revenue. BK China met the criteria to be classified as held for sale and was reported as discontinued operations. On January 30, 2026, we established a joint venture with CPE Alder Investment Limited, a fund managed by CPE (“CPE”), with respect to the operations of BK China (the “BK China JV”). CPE invested $350 million of primary capital into the BK China JV. Following the transaction, we deconsolidated BK China, began accounting for our remaining 17% equity interest in the BK China JV under the equity method of accounting, and resumed recognizing franchise revenue, primarily related to royalties, from the BK China JV within our INTL segment. We refer to the acquisition of BK China and the subsequent establishment of the BK China JV collectively as the “BK China Transactions.” See Note 5, “BK China” of the Financial Statements and Note 6, “Equity Method Investments” of the Financial Statements for additional information.
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Key Operating Metrics
Key performance indicators (“KPIs”) are shown for RBI's five franchisor segments. The KPIs for the Carrols Burger King restaurants are included in the BK segment, and the KPIs for the BK China, PLK China, and FHS Brazil restaurants are included in the INTL segment.
We evaluate our restaurants and assess our business based on the following operating metrics:
•System-wide sales growth refers to the percentage change in sales at all franchised restaurants and Company restaurants (referred to as system-wide sales) in one period from the same period in the prior year on a constant currency basis, which means the results exclude the effect of foreign currency translation (“FX Impact”). We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. System-wide sales is reported on a nominal basis.
•Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period on a constant currency basis for restaurants that have been open for an initial consecutive period, typically at least 13 months. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation.
•Unless otherwise stated, system-wide sales growth, system-wide sales, and comparable sales are presented on a system-wide basis, which means they include franchised restaurants and Company restaurants. System-wide results are driven by our franchised restaurants, as over 95% of system-wide restaurants are franchised. Franchise sales represent sales at all franchised restaurants and are revenues to our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.
•Net restaurant growth refers to the net change in restaurant count (openings, net of permanent closures) over a trailing twelve-month period, divided by the restaurant count at the beginning of the trailing twelve-month period. In determining whether a restaurant meets our definition of a restaurant that will be included in our net restaurant growth, we consider factors such as scope of operations, format and image, separate franchise agreement, and minimum sales thresholds. We refer to restaurants that do not meet our definition as “alternative formats” and we believe these are helpful to build brand awareness, test new concepts and provide convenience in certain markets.
These metrics are important indicators of the overall direction of our business, including trends in sales and the effectiveness of marketing, operations, and growth initiatives.
The following tables present our consolidated key operating metrics for each of the periods indicated, which have been derived from our internal records. We evaluate our restaurants and assess our business based on these operating metrics. These metrics may differ from those used by other companies in our industry, who may define these metrics differently.
Three Months Ended June 30, Six Months Ended June 30,
Consolidated Key Operating Metrics 2026 2025 2026 2025
System-wide Sales Growth (a) 6.4 % 5.3 % 6.3 % 4.1 %
System-wide Sales (in US$ millions) (a) $ 12,702 $ 11,853 $ 24,213 $ 22,349
Comparable Sales 3.8 % 2.4 % 3.5 % 1.3 %
Net Restaurant Growth 2.9 % 2.9 % 2.9 % 2.9 %
System Restaurant Count at Period End 33,156 32,229 33,156 32,229
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.
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Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
Tabular amounts in millions of U.S. dollars unless noted otherwise. Totals, variances, and percentage changes may not calculate exactly due to rounding.
Consolidated Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Supply chain sales $ 788 $ 732 $ 56 $ — $ 56 $ 1,474 $ 1,343 $ 131 $ 24 $ 107
Company restaurant sales 617 600 17 1 16 1,176 1,158 18 1 17
Franchise and property revenues 793 760 33 3 30 1,515 1,423 92 26 66
Advertising revenues and other services 322 318 4 — 4 619 595 24 5 19
Total revenues 2,520 2,410 110 4 106 4,784 4,519 265 56 209
Operating costs and expenses:
Supply chain cost of sales 635 589 (46) 1 (47) 1,199 1,085 (114) (19) (95)
Company restaurant expenses 508 498 (10) (1) (9) 985 966 (19) (1) (18)
Franchise and property expenses 139 144 5 — 5 258 274 16 (4) 20
Advertising expenses and other services 369 364 (5) (2) (3) 710 675 (35) (7) (28)
General and administrative expenses 181 188 7 (2) 9 361 379 18 (7) 25
(Income) loss from equity method investments (2) (5) (3) — (3) (4) (10) (6) — (6)
Other operating expenses (income), net (26) 149 175 (2) 177 (47) 232 279 (8) 287
Total operating costs and expenses 1,804 1,927 123 (6) 129 3,462 3,601 139 (46) 185
Income from operations 716 483 233 (2) 235 1,322 918 404 10 394
Interest expense, net 124 132 8 — 8 247 262 15 — 15
Income from continuing operations before income taxes 592 351 241 (2) 243 1,075 656 419 10 409
Income tax (benefit) expense from continuing operations (73) 87 160 (1) 161 (35) 169 204 (2) 206
Net income from continuing operations 665 264 401 (3) 404 1,110 487 623 8 615
Net loss from discontinued operations (net of tax of $0) — 1 1 — 1 — 3 3 — 3
Net income $ 665 $ 263 $ 402 $ (3) $ 405 $ 1,110 $ 484 $ 626 $ 8 $ 618
(a)We calculate the FX Impact by translating prior year results at current year monthly average exchange rates. We analyze these results on a constant currency basis as this helps identify underlying business trends, without distortion from the effects of currency movements.
Our operating results are impacted by a number of external factors, including consumer spending levels and general economic conditions.
During the three and six months ended June 30, 2026, the increases in Total revenues were primarily driven by higher Supply chain sales and increased system-wide sales across our INTL, BK, TH, and FHS segments. Results also reflect a favorable FX Impact.
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During the three and six months ended June 30, 2026, the increases in Income from operations were primarily driven by a net gain on foreign exchange arising from remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financing, compared to a net loss in the prior year, as well as higher segment income across our INTL, BK, TH, and FHS segments.
During the three and six months ended June 30, 2026, the increases in Net income from continuing operations were primarily driven by an increase in Income from operations and an Income tax benefit from continuing operations compared to Income tax expense from continuing operations in the prior year.
General and Administrative Expenses
Our general and administrative expenses were comprised of the following:
Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Segment G&A (b):
TH $ 34 $ 34 $ — $ — $ — $ 68 $ 71 $ 3 $ (1) $ 4
BK 31 31 — — — 64 67 3 — 3
PLK 18 19 — — — 36 40 4 — 4
FHS 12 13 — — — 25 27 1 — 1
INTL 52 47 (5) (1) (4) 103 98 (4) (5) —
RH 27 23 (3) — (3) 51 48 (3) — (3)
RH and BK China Transaction costs 3 16 13 — 13 9 22 13 — 13
Corporate restructuring and advisory fees 2 5 3 — 3 4 6 2 — 2
General and administrative expenses $ 181 $ 188 $ 8 $ (2) $ 9 $ 361 $ 379 $ 18 $ (7) $ 24
(b)Segment G&A excludes expenses from non-recurring projects and non-operating activities, such as RH and BK China Transaction costs, and Corporate restructuring and advisory fees (as defined below).
In connection with (a) the Carrols Acquisition, the PLK China Acquisition, and the BK China Transactions, and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the planned sunset of the RH segment, we incurred non-recurring fees and expenses, consisting primarily of professional fees, compensation-related expenses, and integration costs, all of which are classified as general and administrative expenses in the condensed consolidated statements of operations (“RH and BK China Transaction costs”). We expect to incur additional RH and BK China Transaction costs in 2026.
In connection with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movement within our structure, as well as services related to significant tax reform legislation and regulations, we incurred non-operating expenses primarily from professional advisory and consulting services (“Corporate restructuring and advisory fees”).
During the three and six months ended June 30, 2026, the decreases in general and administrative expenses were primarily driven by decreases in RH and BK China Transaction costs and Corporate restructuring and advisory fees. For the three months ended June 30, 2026, these factors were partially offset by increases in Segment G&A in our INTL and RH segments, primarily due to higher compensation-related expenses. For the six months ended June 30, 2026, results also reflect lower Segment G&A in our PLK, TH, BK, and FHS segments, primarily due to lower compensation-related expenses, partially offset by higher Segment G&A in our RH segment, primarily due to higher compensation-related expenses. Results also reflect an unfavorable FX Impact.
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(Income) Loss from Equity Method Investments
(Income) loss from equity method investments reflects our share of investee net income or loss, as well as gains or losses from changes in our ownership interests in equity investees.
The change in (income) loss from equity method investments reflects changes in earnings of our equity method investments during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
Other Operating Expenses (Income), net
Our other operating expenses (income), net consisted of the following:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net losses (gains) on disposal of assets, restaurant closures and refranchisings $ (1) $ 13 $ (1) $ 15
Litigation settlements (gains) and reserves, net 1 1 5 4
Net losses (gains) on foreign exchange (20) 132 (50) 207
Other, net (6) 3 (1) 6
Other operating expenses (income), net $ (26) $ 149 $ (47) $ 232
Net losses (gains) on disposal of assets, restaurant closures and refranchisings represent long-lived asset impairments, losses (gains) from asset write-offs and sales of properties, and costs related to restaurant closures and refranchisings. Gains and losses recognized in the current period may reflect certain costs related to closures and refranchisings that occurred in previous periods.
Litigation settlements and reserves, net primarily reflect accruals, payments made, and proceeds received in connection with litigation and arbitration matters and other business disputes.
Net losses (gains) on foreign exchange consist of remeasurement of foreign denominated assets and liabilities, primarily related to intercompany financing. A substantial portion of this net foreign currency gain or loss relates to the measurement of U.S. dollar intercompany balances in foreign subsidiaries. This gain or loss primarily results from fluctuations in the exchange rate between the euro and U.S. dollar.
Interest Expense, net
Our interest expense, net and the weighted average interest rate on our long-term debt were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Interest expense, net $ 124 $ 132 $ 247 $ 262
Weighted average interest rate on long-term debt 4.4 % 4.5 % 4.4 % 4.5 %
During the three and six months ended June 30, 2026, interest expense, net decreased primarily due to a decrease in long-term debt, driven by the voluntary repayment of a portion of Term Loan B during 2025.
Income Tax (Benefit) Expense from Continuing Operations
Our effective tax rate was (12.3)% and 24.8% for the three months ended June 30, 2026 and 2025, respectively, and (3.2)% and 25.8% for the six months ended June 30, 2026 and 2025, respectively. The changes in our effective tax rates were primarily due to discrete tax benefits resulting from the movements in net deferred taxes in connection with intra-group reorganizations, partially offset by the impact of the administrative guidance issued by the Organization of Economic Cooperation and Development (“OECD”) in 2025.
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Segment Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
TH Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales Growth (a) 0.4 % 3.9 % 1.3 % 2.1 %
System-wide Sales (a) $ 2,003 $ 1,995 $ 3,741 $ 3,626
Comparable Sales 0.1 % 3.4 % 0.8 % 1.8 %
Comparable Sales - Canada 0.1 % 3.6 % 0.7 % 2.0 %
Net Restaurant Growth 1.1 % 0.3 % 1.1 % 0.3 %
System Restaurant Count at Period End 4,570 4,521 4,570 4,521
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.
TH Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Supply chain sales $ 788 $ 732 $ 56 $ — $ 57 $ 1,474 $ 1,343 $ 131 $ 24 $ 107
Company restaurant sales 11 12 (1) — (1) 20 22 (2) — (2)
Franchise and property revenues 262 262 — — — 495 480 15 9 6
Advertising revenues and other services 76 78 (2) — (2) 145 142 3 3 —
Total revenues 1,137 1,083 54 (1) 54 2,134 1,987 147 36 111
Supply chain cost of sales 635 589 (46) — (46) 1,199 1,085 (114) (19) (94)
Company restaurant expenses 9 10 1 — 1 18 19 1 — 1
Segment F&P expenses 86 83 (3) — (3) 168 161 (7) (3) (4)
Advertising expenses and other services 90 93 3 — 4 172 159 (12) (3) (9)
Segment G&A 34 34 — — — 68 71 3 (1) 4
Adjustments:
Cash distributions received from equity method investments 4 4 — — — 7 7 — — —
Adjusted Operating Income 287 278 9 (1) 10 516 499 17 9 9
During the three and six months ended June 30, 2026, the increases in Total revenues were primarily driven by higher Supply chain sales due to increases in commodity prices and CPG net sales. For the six months ended June 30, 2026, results also reflect a favorable FX Impact.
During the three months ended June 30, 2026, the increase in Adjusted Operating Income was primarily driven by revenue growth, partially offset by higher Supply chain cost of sales primarily due to higher commodity prices.
During the six months ended June 30, 2026, the increase in Adjusted Operating Income was primarily driven by revenue growth and a decrease in Segment G&A primarily due to lower compensation-related expenses. These factors were partially offset by higher Supply chain cost of sales primarily due to higher commodity prices. Adjusted Operating Income was also impacted by increases in Advertising expenses and other services driven by the timing of marketing-related expenditures. Results also reflect a favorable FX Impact.
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BK Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales Growth 8.2 % 1.0 % 6.9 % (0.3) %
System-wide Sales $ 3,193 $ 2,952 $ 6,046 $ 5,652
Comparable Sales 8.6 % 1.3 % 7.2 % 0.0 %
Comparable Sales - US 8.5 % 1.5 % 7.2 % 0.2 %
Net Restaurant Growth (0.8) % (1.2) % (0.8) % (1.2) %
System Restaurant Count at Period End 6,992 7,046 6,992 7,046
BK Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 44 $ 61 $ (18) $ — $ (18) $ 90 $ 121 $ (31) $ — $ (31)
Franchise and property revenues (a) 198 182 15 — 15 376 350 26 — 25
Advertising revenues and other services (b) 155 144 11 — 11 295 273 23 — 22
Total revenues 397 388 9 — 9 762 744 18 1 17
Company restaurant expenses 39 57 18 — 18 82 111 29 — 29
Segment F&P expenses 33 33 — — — 66 64 (3) — (3)
Advertising expenses and other services 156 147 (10) — (10) 297 278 (19) — (19)
Segment G&A 31 31 — — — 64 67 3 — 3
Adjusted Operating Income 137 121 16 — 16 252 224 28 — 28
(a)Franchise and property revenues include intersegment revenues with RH consisting of royalties and rent of $30 million and $57 million during the three and six months ended June 30, 2026, respectively, and $27 million and $55 million during three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.
(b)Advertising revenues and other services include intersegment revenues with RH consisting of advertising contributions and tech fees of $24 million and $45 million during the three and six months ended June 30, 2026, respectively, and $22 million and $42 million during the three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.
During the three and six months ended June 30, 2026, the increases in Total revenues were primarily driven by the increase in comparable sales, partially offset by the net impact of refranchisings.
During the three and six months ended June 30, 2026, the increases in Adjusted Operating Income were primarily driven by higher Franchise and property revenues.
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PLK Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales Growth (3.1) % 1.6 % (3.5) % (0.4) %
System-wide Sales $ 1,529 $ 1,578 $ 2,950 $ 3,053
Comparable Sales (5.1) % (1.4) % (5.8) % (2.7) %
Comparable Sales - US (5.2) % (0.9) % (5.8) % (2.4) %
Net Restaurant Growth 0.5 % 2.5 % 0.5 % 2.5 %
System Restaurant Count at Period End 3,542 3,524 3,542 3,524
PLK Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 46 $ 46 $ — $ — $ — $ 90 $ 93 $ (3) $ — $ (3)
Franchise and property revenues 81 87 (6) — (5) 156 165 (9) — (9)
Advertising revenues and other services 72 77 (6) — (6) 143 147 (3) — (3)
Total revenues 199 210 (11) — (11) 389 404 (15) — (15)
Company restaurant expenses 41 40 (1) — (1) 79 79 (1) — (1)
Segment F&P expenses 3 6 3 — 3 6 8 2 — 2
Advertising expenses and other services 74 80 6 — 6 148 152 3 — 3
Segment G&A 18 19 — — — 36 40 4 — 4
Adjusted Operating Income 63 66 (4) — (3) 119 126 (7) — (7)
During the three and six months ended June 30, 2026, the decreases in Total revenues were primarily driven by the decline in comparable sales.
During the three and six months ended June 30, 2026, the decreases in Adjusted Operating Income were primarily driven by the decline in comparable sales. For the six months ended June 30, 2026, this factor was partially offset by a decrease in Segment G&A, primarily due to lower compensation-related expenses.
During the three and six months ended June 30, 2026, Franchise and property revenues and Segment F&P expenses reflect the non-recurrence of convention revenue and expenses recognized in 2025.
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FHS Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales Growth 7.5 % 6.3 % 7.4 % 6.8 %
System-wide Sales $ 361 $ 336 $ 708 $ 658
Comparable Sales 0.4 % (0.8) % 0.0 % (0.2) %
Comparable Sales - US 0.7 % (1.1) % 0.5 % (0.4) %
Net Restaurant Growth 8.1 % 6.4 % 8.1 % 6.4 %
System Restaurant Count at Period End 1,482 1,371 1,482 1,371
FHS Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Company restaurant sales $ 12 $ 11 $ — $ — $ — $ 23 $ 22 $ 1 $ — $ 1
Franchise and property revenues 29 28 1 — 1 58 54 4 — 4
Advertising revenues and other services 21 20 1 — 1 40 36 4 — 4
Total revenues 62 59 3 — 3 121 113 9 — 9
Company restaurant expenses 10 9 — — — 20 19 (1) — (1)
Segment F&P expenses 2 2 — — — 4 3 — — —
Advertising expenses and other services 21 20 (1) — (1) 42 38 (4) — (4)
Segment G&A 12 13 — — — 25 27 1 — 1
Adjusted Operating Income 17 15 2 — 2 31 26 5 — 5
During the three and six months ended June 30, 2026, the increases in Total revenues and Adjusted Operating Income were primarily driven by the increase in restaurant count.
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INTL Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales Growth (a) 10.7 % 9.8 % 10.9 % 9.3 %
System-wide Sales (a) $ 5,616 $ 4,992 $ 10,768 $ 9,360
Comparable Sales 5.5 % 4.2 % 5.6 % 3.4 %
Comparable Sales - INTL - Burger King 5.4 % 4.1 % 5.4 % 3.4 %
Net Restaurant Growth 5.1 % 5.4 % 5.1 % 5.4 %
System Restaurant Count at Period End 16,570 15,767 16,570 15,767
(a)System-wide sales growth is calculated on a constant currency basis and therefore will not recalculate to the percentage change in system-wide sales, which is reported on a nominal basis.
INTL Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Revenues:
Franchise and property revenues $ 253 $ 228 $ 24 $ 3 $ 21 $ 488 $ 428 $ 60 $ 16 $ 44
Advertising revenues and other services 22 21 — 1 (1) 40 40 — 3 (2)
Total revenues 274 250 25 4 20 528 468 60 19 42
Segment F&P expenses 3 9 5 — 5 (11) 14 24 — 24
Advertising expenses and other services 24 23 (2) (1) (1) 46 45 — (3) 3
Segment G&A 52 47 (5) (1) (4) 103 98 (4) (5) —
Adjusted Operating Income 194 172 23 2 20 390 310 80 11 69
During the three and six months ended June 30, 2026, the increases in Total revenues were primarily driven by higher royalty revenues from Burger King and Popeyes restaurants resulting from the increase in system-wide sales, as well as the resumption of royalty revenues from BK China following the establishment of the BK China JV. Results also reflect a favorable FX Impact.
During the three months ended June 30, 2026, the increase in Adjusted Operating Income was driven by revenue growth, partially offset by an increase in Segment G&A primarily due to higher compensation-related expenses. Results also reflect a favorable FX Impact.
During the six months ended June 30, 2026, the increase in Adjusted Operating Income was driven by revenue growth and a decrease in Segment F&P expenses, reflecting net bad debt recoveries in the current year compared to net bad debt expense in the prior year. Results also reflect a favorable FX Impact.
During the three and six months ended June 30, 2026, Franchise and property revenues and Segment F&P expenses reflect the non-recurrence of convention revenue and expenses recognized in 2025.
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RH Segment Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
System-wide Sales $ 506 $ 469 $ 954 $ 895
System-wide Sales - BK US $ 493 $ 464 $ 932 $ 887
System-wide Sales - INTL $ 13 $ 5 $ 23 $ 8
Comparable Sales 9.0 % 2.9 % 6.8 % 1.0 %
Comparable Sales - BK US 9.2 % 2.9 % 6.9 % 1.0 %
System Restaurant Count at Period End 1,104 1,044 1,104 1,044
System Restaurant Count at Period End - BK US 994 1,012 994 1,012
System Restaurant Count at Period End - INTL 110 32 110 32
RH Segment Three Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact Six Months Ended June 30, Variance FX Impact (a) Variance Excluding FX Impact
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Total revenues $ 506 $ 469 $ 36 $ — $ 36 $ 953 $ 901 $ 52 $ — $ 52
Food, beverage and packaging costs 154 134 (19) — (19) 287 255 (32) — (31)
Restaurant wages and related expenses 154 152 (2) — (2) 300 297 (3) — (3)
Restaurant occupancy and other expenses (a) 128 120 (8) — (8) 250 233 (17) — (17)
Company restaurant expenses 435 406 (29) — (29) 836 785 (51) — (51)
Advertising expenses and other services (b) 27 24 (3) — (3) 50 45 (5) — (5)
Segment G&A 27 23 (3) — (3) 51 48 (3) — (3)
Adjusted Operating Income 17 16 — — 1 16 23 (7) (1) (7)
Note: RH KPIs are shown consistently with RBI’s reporting calendar, but in 2025, results from BK Carrols restaurants in the statements of operations were shown consistently with the Carrols reporting calendar, which for the three and six months ended June 30, 2025 were from March 31, 2025 to June 29, 2025 and from December 30, 2024 to June 29, 2025, respectively.
(a)Restaurant occupancy and other expenses include intersegment royalties and property expenses of $31 million and $58 million during the three and six months ended June 30, 2026, respectively, and $27 million and $55 million for the three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.
(b)Advertising expenses and other services include intersegment advertising expenses and tech fees of $24 million and $45 million during the three and six months ended June 30, 2026, respectively, and $22 million and $42 million for the three and six months ended June 30, 2025, respectively, which are eliminated in consolidation.
The RH segment includes results from (i) Burger King restaurants acquired as part of the Carrols Acquisition and (ii) PLK China and FHS Brazil restaurants. RBI is actively working to refranchise the Carrols Burger King restaurants, and as a result, RH segment results reflect the impact of refranchisings as well as incremental investments in the PLK China and FHS Brazil start-up businesses.
During the three and six months ended June 30, 2026, the increases in Total revenues were primarily driven by an increase in BK US comparable sales and an increase in PLK China restaurant count, partially offset by BK US refranchisings.
During the three months ended June 30, 2026, Adjusted Operating Income remained relatively flat as revenue growth was offset by an increase in Company restaurant expenses. During the six months ended June 30, 2026, the decrease in Adjusted Operating Income was primarily driven by an increase in Company restaurant expenses, partially offset by an increase in revenues. The increase in Company restaurant expenses in both periods reflects higher BK US Company restaurant expenses, primarily driven by increased sales and depreciation and amortization expense, as well as expenses related to scaling our international start-up businesses.
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Non-GAAP Reconciliations
The table below contains information regarding Adjusted Operating Income, which is a non-GAAP measure. This non-GAAP measure does not have a standardized meaning under U.S. GAAP and may differ from a similarly captioned measure of other companies in our industry. We believe this non-GAAP measure is useful to investors in assessing our operating performance, as it provides them with the same tools that management uses to evaluate our performance and is responsive to questions we receive from both investors and analysts. By disclosing this non-GAAP measure, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented. Adjusted Operating Income is defined as income from operations excluding (i) franchise agreement and reacquired franchise rights intangible asset amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net, and, (iv) expenses from non-recurring projects and non-operating activities. For the periods referenced, expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expenses, consisting primarily of professional fees, compensation-related expenses, and integration costs, incurred in connection with (a) the Carrols Acquisition, the PLK China Acquisition, and the BK China Transactions, and (b) the anticipated refranchising of restaurants held in the RH segment, primarily those acquired in the Carrols Acquisition, in connection with the planned sunset of the RH segment; and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations. Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to reoccur in the foreseeable future, and the varied timing, size, and nature of these projects may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations.
Adjusted Operating Income is used by management to measure operating performance of the business, excluding these non-cash and other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. Adjusted Operating Income, as defined above, also represents our measure of segment income for each of our operating segments.
Three Months Ended June 30, Variance Six Months Ended June 30, Variance
2026 2025 Favorable / (Unfavorable) 2026 2025 Favorable / (Unfavorable)
Income from operations $ 716 $ 483 $ 233 $ 1,322 $ 918 $ 404
Franchise agreement and reacquired franchise rights amortization 16 17 1 32 33 1
RH and BK China Transaction costs 3 16 13 9 22 13
Corporate restructuring and advisory fees 2 5 3 4 6 2
Impact of equity method investments (a) 3 (1) (4) 4 (3) (7)
Other operating expenses (income), net (26) 149 175 (47) 232 279
Adjusted Operating Income $ 715 $ 668 $ 46 $ 1,324 $ 1,208 $ 116
Segment income
TH $ 287 $ 278 $ 9 $ 516 $ 499 $ 17
BK 137 121 16 252 224 28
PLK 63 66 (4) 119 126 (7)
FHS 17 15 2 31 26 5
INTL 194 172 23 390 310 80
RH 17 16 — 16 23 (7)
Adjusted Operating Income $ 715 $ 668 $ 46 $ 1,324 $ 1,208 $ 116
(a)Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in Adjusted Operating Income.
The increases in Adjusted Operating Income for the three and six months ended June 30, 2026 reflect increases in segment income in our INTL, BK, TH, and FHS segments, partially offset by decreases in segment income in our PLK segment. For the six months ended June 30, 2026, these factors were also partially offset by a decrease in segment income in our RH segment.
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Liquidity and Capital Resources
Our primary sources of liquidity are cash on hand, cash generated by operations, and borrowings available under our Revolving Credit Facility (as defined below). We have used, and may in the future use, our liquidity to make required interest and/or principal payments, to repurchase our common shares, to repurchase Class B exchangeable limited partnership units of Partnership (“Partnership exchangeable units”), to voluntarily prepay and repurchase our or any of our affiliates’ outstanding debt, to fund acquisitions and other investing activities, such as capital expenditures and joint ventures, and to pay dividends on our common shares and make distributions on the Partnership exchangeable units. Our liquidity requirements are significant, primarily due to debt service requirements.
As of June 30, 2026, we had cash and cash equivalents of $1,063 million and borrowing availability of $1,248 million under our senior secured revolving credit facility (the “Revolving Credit Facility”). Based on our current level of operations and available cash, we believe our cash flow from operations, combined with our availability under our Revolving Credit Facility, will provide sufficient liquidity to fund our current obligations, debt service requirements, and capital spending over the next twelve months.
Burger King is executing its multi-year "Reclaim the Flame" plan to accelerate sales growth and drive franchisee profitability. This plan includes investing up to $700 million through year-end 2028, comprised of advertising and digital investments (which we completed in 2024) and high-quality remodels and relocations, restaurant technology, kitchen equipment, and building enhancements ("Royal Reset"). As of June 30, 2026, we have funded $194 million out of up to $550 million planned toward the Royal Reset investments. These amounts are not inclusive of funds applied to remodels of Burger King restaurants acquired in the Carrols Acquisition.
As of June 30, 2026, we had outstanding cross-currency rate swap contracts designated as hedges between the Canadian dollar and U.S. dollar, in which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $5,700 million and between the euro and U.S. dollar, in which we receive quarterly fixed-rate interest payments on the U.S. dollar aggregate amount of $2,750 million. We expect to receive $50 million in fixed-rate interest payments in the next twelve months in connection with these outstanding cross-currency swaps.
On August 6, 2025, our board of directors approved a share repurchase authorization of up to $1,000 million of our common shares from September 15, 2025 until September 30, 2027. On September 12, 2025, in furtherance of this share repurchase authorization, we announced that the Toronto Stock Exchange had accepted and approved the notice of our intention to renew our normal course issuer bid, permitting the repurchase of up to 32,326,078 common shares for the 12-month period commencing September 16, 2025 and ending on September 15, 2026. During the six months ended June 30, 2026, we repurchased 2,284,609 of our common shares for $171 million, and as of June 30, 2026, had $829 million remaining under the new share repurchase authorization. Subsequent to June 30, 2026 through July 31, 2026, we repurchased 463,385 of our common shares for $35 million and as of July 31, 2026 had $794 million remaining under the share repurchase authorization.
We generally provide applicable deferred taxes based on the tax liability or withholding taxes that would be due upon repatriation of cash associated with unremitted earnings. We will continue to monitor our plans for such cash and related foreign earnings but our expectation is to continue to provide taxes on unremitted earnings that we expect to distribute.
On June 20, 2024, Canada enacted tax legislation to restrict the deduction of excessive interest and financing expenses (“EIFEL”) which is effective for taxation years beginning on or after October 1, 2023. As a result, we expect to have restricted interest and financing tax deductions for the current and next few fiscal years, which will continue to increase our cash taxes.
Debt Instruments and Debt Service Requirements
As of June 30, 2026, our total debt consists primarily of borrowings under our Credit Facilities, amounts outstanding under our Senior Notes, and obligations under finance leases.
As of June 30, 2026, two of our subsidiaries have a credit agreement governing our senior secured term loan facilities (the “Term Loan Facilities”), under which $5,682 million was outstanding with a weighted average interest rate of 5.23%. The interest rate applicable to borrowings under our Term Loan A and Revolving Credit Facility is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin varying from 0.00% to 0.50%, or (ii) Term SOFR (Secured Overnight Financing Rate), subject to a floor of 0.00%, plus an applicable margin varying between 0.75% to 1.50%, in each case, determined by reference to a net first lien leverage based pricing grid. The interest rate applicable to borrowings under our Term Loan B is, at our option, either (i) a base rate, subject to a floor of 1.00%, plus an applicable margin of 0.75%, or (ii) Term SOFR, subject to a floor of 0.00%, plus an applicable margin of 1.75%.
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Based on the amounts outstanding under the Term Loan Facilities and SOFR as of June 30, 2026, subject to a floor of 0.00%, required debt service for the next twelve months is estimated to be approximately $301 million in interest payments and $48 million in principal payments. In addition, based on SOFR as of June 30, 2026, net cash settlements that we expect to receive on our $4,000 million interest rate swaps are estimated to be approximately $43 million for the next twelve months. Based on the amounts outstanding at June 30, 2026, required debt service for the next twelve months on all of the Senior Notes outstanding is approximately $337 million in interest payments and no principal payments.
Restrictions and Covenants
As of June 30, 2026, we were in compliance with all applicable financial debt covenants under the Credit Facilities and the indentures governing our Senior Notes.
Cash Dividends
On July 7, 2026, we paid a dividend of $0.65 per common share and Partnership made a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per Partnership exchangeable unit.
Our board of directors has declared a cash dividend of $0.65 per common share, which will be paid on October 2, 2026 to common shareholders of record on September 18, 2026. Partnership will also make a distribution in respect of each Partnership exchangeable unit in the amount of $0.65 per Partnership exchangeable unit, and the record date and payment date for distributions on Partnership exchangeable units are the same as the record date and payment date set forth above.
In addition, because we are a holding company, our ability to pay cash dividends on our common shares may be limited by restrictions under our debt agreements. Although we do not have a formal dividend policy, our board of directors may, subject to compliance with the covenants contained in our debt agreements and other considerations, determine to pay dividends in the future.
Outstanding Security Data
As of July 31, 2026, we had outstanding 348,758,065 common shares and one special voting share. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. At any shareholder meeting of the Company, holders of our common shares vote together as a single class with the special voting share except as otherwise provided by law. For information on our share-based compensation and our outstanding equity awards, see Note 15 to the audited consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) and Canadian securities regulatory authorities on February 20, 2026.
There were 105,750,828 Partnership exchangeable units outstanding as of July 31, 2026. During the six months ended June 30, 2026, Partnership exchanged 3,603,172 Partnership exchangeable units pursuant to exchange notices received. The holders of Partnership exchangeable units have the right to require Partnership to exchange all or any portion of such holder’s Partnership exchangeable units for our common shares at a ratio of one share for each Partnership exchangeable unit, subject to our right as the general partner of Partnership to determine to settle any such exchange for a cash payment in lieu of our common shares.
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Comparative Cash Flows
Operating Activities
Cash provided by operating activities was $757 million for the six months ended June 30, 2026, compared to $567 million during the same period in the prior year. The change in cash provided by operating activities was primarily driven by an increase in segment income in our INTL, BK, TH and FHS segments, a decrease in income tax payments, and a decrease in interest payments.
Investing Activities
Cash used for investing activities was $60 million for the six months ended June 30, 2026, compared to $202 million during the same period in the prior year. The change in cash used for investing activities was primarily driven by the acquisition of BK China in 2025.
Financing Activities
Cash used for financing activities was $753 million for the six months ended June 30, 2026, compared to $555 million during the same period in the prior year. The change in cash used for financing activities was primarily driven by repurchases of RBI common shares in 2026 and an increase in dividend payments.
Contractual Obligations
There have been no significant changes to our contractual obligations as disclosed in our 2025 Annual Report filed on Form 10-K, filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.
Critical Accounting Policies and Estimates
For information regarding our Critical Accounting Policies and Estimates, see the “Critical Accounting Policies and Estimates” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the SEC and Canadian securities regulatory authorities on February 20, 2026.
New Accounting Pronouncements
See Note 1 – Description of Business and Organization in the notes to the accompanying unaudited condensed consolidated financial statements.