Restaurant Brands International Inc. (NYSE: QSR) (TSX:QSR) ("RBI") has been notified of an unsolicited mini-tender offer made by New York Stock and Bond LLC ("NYSB") to purchase up to 100,000 RBI common shares, or approximately 0.03% of the company's outstanding common shares, at a price of US$43.60 per share. NYSB's offer price of US$43.60 represents a discount of 34.92% to the NYSE closing price of US$66.99 for RBI common shares on January 30, 2026, the last trading day before the mini-tender offer was commenced. RBI cautions shareholders that the mini-tender offer has been made at a price significantly below the market price for RBI shares.

RBI does not endorse this unsolicited offer, has no association with NYSB or its offer, and recommends that shareholders do not tender their shares to the offer.

According to NYSB's offer documents, RBI shareholders who have already tendered their shares can withdraw their shares at any time within 14 days after the date of delivery of the shareholder's acceptance form (or tender form) by following the procedures described in the offer documents.

For background, mini-tender offers are designed to seek less than 5% of a company's outstanding shares, avoiding disclosure and procedural requirements applicable to most bids under U.S. and Canadian securities regulations. The U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC states that "bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."