RBI Urges Shareholders to Reject Unsolicited Mini-Tender Offer from NYSB

RBI Advises Shareholders Against Mini-Tender Offer from NYSB

On March 6, 2026, Restaurant Brands International Inc. (RBI), a leading player in the quick-service restaurant sector, made an important announcement to its shareholders. The company urged them to reject an unsolicited mini-tender offer proposed by New York Stock and Bond LLC (NYSB). This offer seeks to acquire up to 100,000 of RBI's common shares, equating to a mere 0.03% of its total outstanding common shares, at a price of $43.60 per share. Notably, this figure reflects a substantial discount of 34.92% from RBI's closing stock price of $66.99 on January 30, 2026—the last trading day before NYSB's offer commenced.

RBI cautioned its shareholders about the significant disparity between the mini-tender offer price and the market value of its shares. The company made it clear that it does not endorse this unsolicited proposal nor has any affiliations with NYSB. Shareholders were instructed to refrain from tendering their shares to this offer, which could lead to avoidable financial loss.

According to the offer documentation from NYSB, shareholders who may have already tendered their shares still have the option to withdraw them within 14 days of their initial acceptance. Instructions for this withdrawal process were detailed within the offer documents, allowing investors an opportunity to reconsider their decisions.

This mini-tender offer, as explained in the announcement, seeks to acquire less than 5% of a company's outstanding shares, thereby evading the extensive disclosure and procedural requirements mandated by U.S. and Canadian securities regulations. Both the U.S. Securities and Exchange Commission (SEC) and the Canadian Securities Administrators (CSA) have raised serious concerns regarding these types of offers. They caution that investors may unwittingly accept offers without understanding the implications of the market price versus the offer price.

The SEC has articulated that bidders often implement mini-tender offers at below-market prices, hoping to capitalize on investors' lack of awareness concerning their securities' true market value.

In light of these issues, RBI encouraged brokers, dealers, and other market participants to exercise increased caution, pointing them to important guidelines and disclosures available on the SEC’s website. By following these exemplary standards, investors can make informed decisions and avoid pitfalls associated with unsolicited offers.

Furthermore, RBI has requested that any associated materials distributed in connection with NYSB's offer include a copy of their latest news release to inform all stakeholders adequately.

It is also worth noting that NYSB has a history of making similar unsolicited mini-tender offers to various other public companies within the U.S.

As one of the world’s foremost quick-service restaurant enterprises, RBI oversees brands that include TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. Collectively, these brands contribute to nearly $47 billion in annual system-wide sales, operating over 33,000 restaurants across more than 120 countries and territories. RBI stands firm in its commitment to sustainability and will persist in enhancing positive outcomes for food quality, environmental stewardship, and community engagement through its Restaurant Brands for Good framework.

In summary, RBI remains vigilant and proactive in its approach, emphasizing the importance of investor education and awareness amid unsolicited offers that may not serve their best interests. By fostering clear communication and transparency, RBI aims to protect its shareholders and strengthen their trust in the company’s operational integrity.