What Restaurant Brands International Inc. told the SEC could break it.

More than 95% of RBI's 33,000+ restaurants are franchised, so its prospects depend on attracting/retaining qualified franchisees and their willingness and financial ability to open and operate restaurants and execute expansion.

“As of the date of this Annual Report on Form 10-K, more than 95% of our restaurants are owned and operated by franchisees. Therefore, our future prospects depend on our ability to attract new franchisees for each of our brands that meet our criteria and the willingness and ability of franchisees to open restaurants in existing and new markets.”

Geopolitical conflicts (Russia/Ukraine, Middle East, Latin America, East Asia) can hurt RBI via negative perceptions of US/Canada-associated brands, higher commodity/labor/energy costs, supply-chain delays, reduced guest traffic and weaker franchisee profitability.

“Adverse impacts may include negative perceptions for brands associated with the U.S. or Canada, increases in commodity, labor, and energy costs, delays or disruptions in supply chains, decreases in guest traffic to our and our franchisees' restaurants, decreased franchisee profitability and delays in restaurant development in such regions.”

RBI purchases price-volatile commodities (driven by weather, markets, tariffs) for its Tim Hortons supply-chain and CPG business; higher commodity prices raised supply-chain cost of sales in 2025, partly mitigated by fixed-price contracts up to one year.

“Commodity Price Risk We purchase commodities that are subject to price volatility driven by weather, market conditions, tariffs, and other factors outside our control. However, in our TH business, we employ standardized and proprietary purchasing, contract negotiation and pricing contract techniques, such as setting fixed prices for periods of up to one year with suppliers, in an effort to minimize volatility of certain of these commodities.”

RBI is subject to FTC and provincial/state/foreign franchise laws, restaurant health/sanitation/safety/food regulation, environmental rules, and a variety of tariffs/regulations on imported commodities and equipment that can raise costs.

“We are subject to various provincial, state and foreign laws, as well as regulations of the U.S. Federal Trade Commission, that govern the offer and sale of a franchise and regulate certain aspects of the franchise relationship, including terminations and the refusal to renew franchises.”