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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D. C. 20549 |
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 7, 2026
Commission file number 1-13163
YUM! BRANDS, INC.
(Exact name of registrant as specified
in its charter)
| North Carolina |
13-3951308 |
| (State or other jurisdiction of |
(IRS Employer |
| incorporation or organization) |
Identification No.) |
| |
|
| 1441 Gardiner Lane, Louisville, Kentucky |
40213 |
| (Address of principal executive offices) |
(Zip Code) |
| |
|
| Registrant's telephone number, including area code: (502) 874-8300 |
| |
| Former name or former address, if changed since last report: N/A |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each
class |
Trading
Symbol |
Name of Each
Exchange
on Which Registered |
| Common Stock, no par value |
YUM |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§12b-2 of this chapter).
¨
Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
A&R MLA
On August 7, 2026, in connection with the
completion of the China Transaction (as defined in Item 2.01 below), YRI China Franchising, LLC (“YRICF”), a subsidiary
of Yum! Brands, Inc. (the “Company”), entered into that certain Amended and Restated Master License Agreement
(the “A&R MLA”) with Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), a subsidiary
of Yum China Holdings, Inc. (“Yum China”).
The A&R MLA amends and restates the master
license agreement that previously governed the parties’ relationship to remove all references to Pizza Hut or any future royalties
payable in respect of the Pizza Hut brand in the People’s Republic of China (excluding Hong Kong Special Administrative Region,
Macau Special Administrative Region and Taiwan) (the “PRC”) in light of the completion of the China Transaction. With
respect to the KFC and Taco Bell brands, the A&R MLA also, among other things, (i) provides YCCL the opportunity to earn certain
incentives based on Yum China’s achievement of KFC system sales growth targets over the next 12 years, and (ii) establishes
the terms on which the parties will work together to establish long-term growth plans for Taco Bell in the PRC.
The foregoing description of the A&R MLA does
not purport to be complete and is qualified in its entirety by reference to the full text of the A&R MLA, which is filed as Exhibit 10.1
hereto.
Guaranty
On August 7, 2026, in connection with the
entry into the A&R MLA, Yum China executed and delivered a Guaranty (the “Guaranty”), pursuant to which Yum China
guarantees to YRICF the performance of YCCL’s obligations under the A&R MLA, including, without limitation, YCCL’s payment
obligations.
The foregoing description of the Guaranty does
not purport to be complete and is qualified in its entirety by reference to the full text of the Guaranty, which is filed as Exhibit 10.2
hereto.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 7, 2026, the Company completed
the previously announced sale to Yum China of the rights to the Pizza Hut business in the PRC in exchange for $1.2 billion in cash (together
with the transactions contemplated thereby, the “China Transaction”). Yum China had previously been the exclusive licensee
of such rights.
| Item 7.01 | Regulation FD Disclosure. |
On August 7, 2026, the Company issued a press
release announcing the completion of the China Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1,
is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation
language in such filings.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are being filed with this Current Report on
Form 8-K.
Exhibit
Number |
Description |
| 10.1 |
Amended and Restated Master License Agreement, dated as of August 7, 2026, by and between YRI China Franchising, LLC and Yum Restaurants Consulting (Shanghai) Company Limited. |
| 10.2 |
Guaranty, dated as of August 7, 2026, by Yum China Holdings, Inc., in favor of YRI China Franchising LLC. |
| 99.1 |
Press Release, dated August 7, 2026 |
| 104 |
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
YUM!
BRANDS, INC. |
| |
(Registrant) |
| |
|
| Date: August 7, 2026 |
/s/
Erika Burkhardt |
| |
Chief Legal Officer &
Corporate Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Yum! Brands Completes Sale of Pizza Hut China
to Yum China Holdings
Sale of Pizza Hut, excluding Mainland China,
to LongRange Capital remains on track to close this month
LOUISVILLE, Ky., August 7, 2026 — Yum! Brands, Inc. (NYSE:
YUM) (“Yum!” or the “Company”) today announced the completion of the sale of Pizza Hut in Mainland China (“Pizza
Hut China”) to Yum China Holdings, Inc. (NYSE: YUMC; HKEX: 9987) (“Yum China”), for $1.2 billion.
The transaction with Yum China represents one of two previously announced
definitive agreements to sell Pizza Hut for $2.7 billion in the aggregate, subject to certain purchase price adjustments relating to the
sale of the Pizza Hut business outside of Mainland China.
Yum!’s transaction to sell Pizza Hut, excluding Mainland China,
to LongRange Capital remains on track to close this month, subject to customary closing conditions, including receipt of required regulatory
approvals.
About Yum! Brands
Yum! Brands, Inc. and its subsidiaries franchise or operate more than
58,000 restaurants in 155 countries and territories under its iconic brands — KFC, Taco Bell, Pizza Hut and Habit Burger & Grill.
KFC, Taco Bell and Pizza Hut are global leaders in the chicken, Mexican-inspired food and pizza categories, respectively. Habit is a fast-casual
concept known for fresh, cooked-to-order food.
Fueled by Yum!’s Recipe for Good Growth, KFC, Taco Bell and Pizza
Hut led Entrepreneur's 2026 Franchise 500 rankings and its Top Global Franchises 2025 list. In 2026, Yum!’s unrivaled culture and
talent led it to be named one of TIME magazine’s list of Best Companies for Future Leaders for the third consecutive year.
Forward-Looking Statements
This announcement contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding the anticipated consummation of the sale of the Pizza Hut business outside Mainland China. We intend all
forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on and reflect our current expectations, estimates, assumptions and/ or projections, our perception of
historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the
circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and
are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ
materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or
projections, including with respect to the future earnings and performance or capital structure of Yum! Brands, will prove to be
correct or that any of our expectations, estimates or projections will be achieved.
Numerous factors could cause our actual results and events to differ
materially from those expressed or implied by forward-looking statements, including, without limitation: food safety and food- or beverage-borne
illness concerns, including the impact of the July 2026 cyclospora outbreak; the impact of such outbreak on sales and pace of recovery;
adverse impacts of public health conditions or other catastrophic or unforeseen events; the success and financial stability of our concepts’
franchisees; the success of our development strategy; anticipated benefits from past or potential future acquisitions, investments, other
strategic transactions or initiatives, or our portfolio business model; the possibility that the sale of the Pizza Hut business will not
close within the anticipated timeframe, or at all, or that we may not be able to realize the anticipated benefits of the sale of the Pizza
Hut business; our significant exposure to the Chinese market; our global operations and related exposure to geopolitical instability,
including the expansion or threatened expansion of restrictive trade policies and increasing anti-American sentiment; foreign currency
risks and foreign exchange controls; our ability to protect the integrity or availability of IT systems or the security of confidential
information and other cybersecurity risks; compliance with data privacy, data protection and emerging technology legal requirements; our
ability to successfully and securely implement technology initiatives, including utilization of artificial intelligence; our increasing
dependence on digital commerce and delivery platforms; the impact of social media; our ability to protect our trademarks or other intellectual
property; shortages or interruptions in the availability and the delivery of food, equipment and other supplies; the loss of key personnel
or failure to successfully transition senior management, labor shortages and increased labor costs, including as a result of state and
local legislation related to wages and working conditions; changes in food prices and other operating costs; our corporate reputation,
the value and perception of our brands and changes in consumer preferences such as wellness trends; evolving expectations and requirements
with respect to social and environmental sustainability matters; adverse effects of severe weather and climate change; pending or future
litigation and legal claims or proceedings; changes in, or non-compliance with, legal requirements; tax matters, including changes in
tax rates or laws, impositions of new taxes, tax implications of our restructurings, or disagreements with taxing authorities; changes
in consumer discretionary spending and macroeconomic conditions, including inflationary pressures and interest rate conditions; competition
within the retail food industry; and risks relating to our level of indebtedness. In addition, other risks and uncertainties not presently
known to us or that we currently believe to be immaterial could affect the accuracy of any such forward-looking statements. All forward-looking
statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this announcement
are only made as of the date of this announcement and we disclaim any obligation to publicly update any forward-looking statement to reflect
subsequent events or circumstances.
You should consult our filings with the Securities and Exchange
Commission (including the information set forth under the captions “Risk Factors” and “Forward-Looking
Statements” in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q) for additional detail
about factors that could affect our financial and other results.
Analysts are invited to contact:
Matt Morris, Head of Investor Relations, at 888/298-6986
Members of the media are invited to contact:
Lori Eberenz, Director of Public Relations, at 502/874-8200
High-resolution images are available in the Yum! Brands Media Library
Source: Yum! Brands, Inc.
