RBI Recommends Shareholders Reject NYSB's "Mini-tender Offer"

Core Viewpoint - Restaurant Brands International Inc. (RBI) advises shareholders to reject an unsolicited mini-tender offer from New York Stock and Bond LLC (NYSB) to purchase up to 100,000 shares at a significantly discounted price compared to the market value [1] Group 1: Mini-Tender Offer Details - NYSB's offer price of US$43.60 per share represents a discount of 34.92% compared to the NYSE closing price of US$66.99 on January 30, 2026 [1] - The mini-tender offer targets approximately 0.03% of RBI's outstanding common shares [1] - RBI does not endorse the offer and has no association with NYSB, recommending shareholders not to tender their shares [1] Group 2: Regulatory Context - Mini-tender offers are designed to acquire less than 5% of a company's outstanding shares, allowing bidders to avoid certain disclosure and procedural requirements [1] - The U.S. Securities and Exchange Commission (SEC) and Canadian Securities Administrators (CSA) have raised concerns about mini-tender offers, particularly regarding the potential for investors to tender shares without understanding the offer price relative to the market price [1] - The SEC warns that bidders often make mini-tender offers at below-market prices to catch investors off guard [1] Group 3: Company Overview - RBI is one of the largest quick service restaurant companies globally, with nearly $47 billion in annual system-wide sales and over 33,000 restaurants in more than 120 countries [1] - The company owns four major quick service restaurant brands: TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS® [1] - RBI is committed to improving sustainable outcomes through its Restaurant Brands for Good framework, focusing on food, the planet, and communities [1]