Restaurant Brands International Inc. (NYSE: QSR) (TSX: QSR) (“RBI”), the parent company of iconic quick-service restaurant brands including Burger King, Tim Hortons, Popeyes, and Firehouse Subs, has issued a strong warning to its shareholders after being notified of an unsolicited “mini-tender offer” made by New York Stock and Bond LLC (“NYSB”).
According to RBI, NYSB is offering to purchase up to 10,000 of its common shares—representing roughly 0.002% of the company’s total outstanding shares—at a price of US$28.80 per share. This offer price represents a steep discount of nearly 55% compared to the NYSE closing price of US$63.85 on September 16, 2025, which was the last trading day prior to the commencement of NYSB’s offer.
RBI emphasized that it does not endorse or support this unsolicited offer, has no affiliation or association with NYSB, and strongly recommends that shareholders do not tender their shares under the terms of the offer. The company cautioned investors that the offer is well below the prevailing market price, meaning shareholders who accept the offer would be selling their shares for far less than their current market value.
RBI Urges Shareholders to Exercise Caution
RBI is urging its shareholders to read all available information carefully and to avoid making hasty decisions regarding their holdings. The company reiterated that such “mini-tender offers” are often structured in a way that exploits regulatory loopholes to solicit small numbers of shares without being subject to the stringent disclosure and procedural requirements that apply to larger tender offers under U.S. and Canadian securities laws.
According to NYSB’s offer documentation, shareholders who have already tendered their shares retain the right to withdraw their shares within 14 days of submitting their acceptance or tender form. RBI encouraged shareholders to review the withdrawal procedures outlined in the offer materials and consider exercising that option if they have already acted upon the NYSB solicitation.
Understanding Mini-Tender Offers
Mini-tender offers are typically bids to purchase less than 5% of a company’s outstanding shares. Because these offers fall below the regulatory threshold for more comprehensive oversight, they are not subject to the same disclosure, timing, and procedural requirements mandated for standard tender offers under U.S. Securities and Exchange Commission (SEC) and Canadian Securities Administrators (CSA) regulations.
Both the SEC and CSA have long warned investors about the potential risks of mini-tender offers. The SEC, in particular, has cautioned that such offers are often made at below-market prices, and that unsuspecting investors may be misled into tendering their shares without realizing they are selling at a significant discount.
In one of its published statements, the SEC noted:
“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.”
These types of offers have been known to target retail shareholders who may not scrutinize the terms of the offer closely or may misinterpret it as an official company-sponsored initiative.
Regulatory Concerns and Investor Guidance
RBI’s notice included references to official regulatory resources to help investors make informed decisions. The company encouraged brokers, dealers, financial advisors, and other market participants to review the SEC’s advisory letter on mini-tender offer dissemination and disclosure responsibilities. This letter is available on the SEC’s website at:
In addition, RBI requested that this official statement be attached to or distributed with any materials related to NYSB’s offer to ensure that all shareholders are fully aware of the associated risks.
For further background, the CSA’s commentary on mini-tender offers—highlighting potential investor protection issues and best practices for market participants—can be accessed through the Ontario Securities Commission (OSC) website at:
The SEC’s investor publication on mini-tender offers, which outlines the nature of these offers and provides guidance on how investors can protect themselves, is also available online at:
A Pattern of Similar Offers
This is not the first time that New York Stock and Bond LLC has made such unsolicited mini-tender offers. According to RBI, NYSB has conducted similar offers targeting shares of other publicly traded U.S. companies, following a pattern that appears to involve deeply discounted bids intended to secure small volumes of stock from investors who may not be aware of the market implications.
Regulatory authorities in both the United States and Canada have noted that while mini-tender offers are not inherently illegal, they can sometimes be misleading or opportunistic, especially when made at prices far below fair market value. Because these offers do not trigger the same regulatory scrutiny as full-scale takeovers or tender offers, investors must rely on their own diligence and company communications to identify and avoid potentially unfavorable transactions.
RBI’s Commitment to Shareholder Protection
As a publicly traded global company with a strong shareholder base across North America and beyond, Restaurant Brands International reiterated its commitment to transparency and investor protection. The company stated that it continuously monitors the market for any activities that may affect its shareholders and will take appropriate actions to ensure that its investors receive accurate, timely information.
RBI emphasized that any legitimate offers or corporate actions involving its stock would be formally announced through official company channels and would comply fully with applicable securities regulations in both the U.S. and Canada. Shareholders were advised to verify the authenticity of any communications purporting to involve RBI before taking any action related to their shares.
About Restaurant Brands International
Restaurant Brands International Inc. is one of the world’s largest quick-service restaurant companies, with a portfolio of globally recognized brands including Tim Hortons®, Burger King®, Popeyes®, and Firehouse Subs®. With more than 30,000 restaurants in over 100 countries and territories, RBI’s vision is to build the most loved restaurant brands in the world through a commitment to quality, innovation, and guest experience.
In summary, RBI’s latest communication serves as a clear warning to investors regarding NYSB’s mini-tender offer. The company has highlighted the significant price discrepancy, the regulatory loopholes surrounding such offers, and the potential risks for uninformed shareholders. By providing direct access to official regulatory guidance from both the SEC and CSA, RBI is taking a proactive stance to safeguard shareholder interests and ensure that investors make decisions based on accurate, transparent information.
Shareholders who receive unsolicited mini-tender offers are urged to compare the offer price with the current market value, review the official resources provided, and consult with their financial advisors before taking any action.
