| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D. C. 20549 |
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
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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:
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| 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 |