Item 1.01. Entry into a Material Definitive Agreement. Amended and Restated KFC/TB Master License Agreement As previously disclosed, on June 16, 2026, Yum China Holdings, Inc., a Delaware corporation (the “Company” or “Yum China”) and Yum! Brands, Inc., a North Carolina corporation (“Yum! Brands”), entered into the Membership Interest Purchase Agreement (the “Purchase Agreement”), pursuant to which Yum China agreed to purchase, and Yum! Brands agreed to cause its indirect wholly owned subsidiary, Yum! International Finance Company, LLC, a Delaware limited liability company, to sell, all of the issued and outstanding membership interests of Willow Glade Investments, LLC, a Delaware limited liability company (“Willow Glade”), for consideration of US$1.2 billion in cash (the “Transaction”). As previously disclosed, on July 31, 2026, the Company entered into a Bridge Credit Agreement providing for a senior unsecured term loan facility with aggregate commitments of CNH8,400,000,000 to provide financing for the Transaction. As of the closing of the Transaction (the “Closing”) on August 7, 2026, Willow Glade, together with its wholly owned subsidiaries, held the intellectual property and related rights for the Pizza Hut brand in the People’s Republic of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan, the “PRC”). At the Closing, YRI China Franchising, LLC (“YRICF”), an indirect wholly owned subsidiary of Yum! Brands, and Yum Restaurants Consulting (Shanghai) Company Limited (“YCCL”), an indirect wholly owned subsidiary of the Company, entered into an amendment and restatement of the existing master license agreement for the KFC and Taco Bell brands in the PRC (as so amended and restated, the “Amended and Restated KFC/TB Master License Agreement”). The Amended and Restated KFC/TB Master License Agreement 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 PRC in light of the Closing. The Amended and Restated KFC/TB Master License Agreement continues to grant YCCL the exclusive right and license to use certain intellectual property associated with the KFC and Taco Bell brands in the PRC in exchange for royalty payments. In addition, it (i) provides Yum China the opportunity to earn certain annual financial incentives over the next twelve years based on the achievement of specified KFC system sales growth targets, and (ii) establishes a framework for the parties to discuss and develop a mutually agreed long-term growth plan for Taco Bell in the PRC, with remedies for any failure to agree upon or implement such a plan limited to the Taco Bell brand. The foregoing description of the Amended and Restated KFC/TB Master License Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated KFC/TB Master License Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Guaranty In connection with the execution and delivery of the Amended and Restated KFC/TB Master License Agreement, the Company executed a Guaranty, pursuant to which the Company guarantees to YRICF the performance of YCCL’s obligations under the Amended and Restated KFC/TB Master License Agreement, including, without limitation, YCCL’s payment obligations. The foregoing description of the Guaranty is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Guaranty, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Amended and Restated KFC/TB Master License Agreement” is incorporated herein by reference. |