Restaurant Brands International Advises Shareholders Against NYSB's Unsolicited Mini-Tender Offer

Restaurant Brands International Inc. Warns Shareholders

In recent developments, Restaurant Brands International Inc. (RBI), a prominent name in the global quick service restaurant industry, has alerted its shareholders about an unsolicited mini-tender offer from New York Stock and Bond LLC (NYSB). The offer aims to acquire up to 10,000 of RBI's common shares, which accounts for a mere 0.002% of the company's total outstanding shares, and proposes a purchase price of $28.80 per share.

This proposed price is a staggering 54.89% lower than the recent NYSE closing price of $63.85 per share noted on September 16, 2025, the last trading day preceding the launch of the mini-tender offer. RBI is making it clear that the offer is well below the market value of its shares and that it has no association with NYSB, nor does it endorse this unsolicited offer.

The company strongly advises its shareholders not to tender their shares in response to this offer. Customers, brokers, and dealers in the market are being reminded to exercise caution and assess the implications of such offers thoroughly. The SEC and the Canadian Securities Administrators (CSA) have raised concerns about the potential pitfalls of mini-tender offers, emphasizing that they could mislead investors. These offers, which tend to solicit less than 5% of a company's outstanding shares, often circumvent the usual disclosure requirements expected in larger bids under U.S. and Canadian securities regulations.

RBI aims to inform investors that mini-tender offer prices frequently fall below current market rates, thereby taking advantage of investors who may not be adequately informed. The SEC has noted that this tactic could blindside unsuspecting investors who do not compare the tender offer price to the active market value of shares.

As a precautionary measure, RBI has reiterated its call for all brokers and market participants to remain vigilant. They are advised to refer to SEC communications regarding mini-tender offers and ensure they disseminate this information responsibly. RBI plans to distribute this news release as part of any informational materials related to NYSB's tender offer for its shares.

NYSB has been involved in several similar unsolicited mini-tender offers across a range of public companies in the United States, prompting RBI to highlight the need for investor vigilance. It is essential for shareholders to recognize that accepting such an offer could mean selling their shares far below their true market value.

Profile of Restaurant Brands International Inc.

Founded in 2014, RBI operates as one of the largest quick-service restaurant conglomerates in the world. The company boasts an impressive portfolio with annual system-wide sales exceeding $45 billion, and it serves across more than 32,000 restaurants in over 120 countries. RBI is proud to own some of the globe's most iconic brands, including TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. Each of these brands has carved out a unique place in the fast-food industry and has sustained relationships with their franchisees and the communities they serve for years.

RBI has emphasized its dedication to sustainability through its framework, Restaurant Brands for Good, whereby the company seeks to enhance outcomes concerning food quality, environmental impact, and community engagement. As RBI continues to uphold its commitment to its stakeholders, the reminder about the NYSB mini-tender offer serves as a crucial moment for shareholders to reflect on the value of their investments amidst unsolicited proposals.