Yum! Brands (YUM) 10-K risk factor changes: FY2025 vs FY2024

Food or beverage-borne illnesses (that can be caused by food-borne pathogens such as E. coli, Listeria, Salmonella, Cyclospora and Trichinosis) and food safety issues (such as food [removed: tampering,] [added: tampering and] contamination including with respect to allergens or adulteration) have occurred and may occur within our system from time to time.

Any report linking our or our Concepts’ franchisees’ restaurants, our suppliers or distributors or otherwise involving the types of products used at our restaurants, or linking our competitors, suppliers, distributors or the retail food industry generally, to instances of food- or beverage-borne illness or food safety issues or substances having perceived health or environmental risks could result in adverse publicity and otherwise adversely affect us and [removed: possibly] lead to consumer complaints, litigation and/or governmental investigations.

There is also a risk that we or our Concepts’ franchisees’ restaurants, suppliers or distributors [removed: under report] [added: underreport] food safety incidents or system failures, which could hinder response and tracking of such risks.

[removed: In addition, our] [added: Our] business and/or growth prospects could be adversely impacted by various catastrophic or other unforeseen events (which may be beyond our control), including health epidemics or pandemics, natural disasters, geopolitical events, military conflict, terrorism, political, financial or social instability, boycotts, social or civil unrest, workplace violence, or other events that lead to avoidance of public places or restrictions on public [removed: gatherings such as in our and our Concepts’ franchisees’ restaurants,] [added: gatherings,] particularly if located in regions where we have significant operations.

In addition, our operations could be disrupted if any employees at [removed: our,] our [added: or our] Concepts’ franchisees’ restaurants [removed: or our business partner employees] had or were suspected of having avian flu or swine flu, or other highly communicable [removed: illnesses such as hepatitis A or norovirus,] [added: illnesses,] since this [removed: could] [added: may] require us, [added: or] our Concepts’ franchisees, [removed: or our business partners] to quarantine [removed: some or all of such] employees and close facilities, including restaurants.

Public concern over avian flu may cause fear about the consumption of chicken, eggs and other [added: poultry] products derived from poultry, which could [removed: cause customers to consume less poultry and related products, which would] adversely affect us given that poultry is widely offered at our Concepts’ restaurants.

We could also be adversely affected if government authorities impose mandatory or voluntary closures, impose restrictions on operations of restaurants, or restrict the import or export of products, or if suppliers issue mass recalls of [removed: products.][added: products, in connection with any such events.]

The vast majority [removed: (98%)] [added: (97%)] of our restaurants are operated by our Concepts’ franchisees.

If any significant franchisee of our Concepts individually or in the aggregate [removed: becomes,] [added: becomes] financially distressed, as has occurred from time to time, our operating results could be [removed: impacted through reduced or delayed fee payments that cause us to record bad debt expense and reduced advertising fund contributions,] [added: adversely impacted,] and we could experience reduced new unit development.

Franchisee noncompliance with our franchise agreements and/or or brand standards [removed: may also adversely impact customer perception of our Concepts’ brands,] including by failing to meet health and safety standards, to engage in quality control or maintain product consistency or to comply with cybersecurity requirements, as well as through [removed: the] participation in improper business practices.

[removed: In connection with the spin-off of our China business in 2016 into an independent publicly-traded company (the “Separation” or “Yum China spin-off”), we entered into] [added: We are] a [added: party to a] Master License [removed: Agreement] [added: Agreements] (“MLA”) [added: with Yum China,] pursuant to which Yum China is the exclusive licensee of the KFC, Taco Bell and Pizza Hut Concepts and their related marks and other intellectual property rights for restaurant services in mainland China.

*Our growth strategy depends upon our and our [added: Concepts’] franchisees*’ *ability to successfully open new restaurants and to operate these restaurants profitably.*

The successful development of new units depends in large part on the ability of our Concepts’ franchisees to open new [added: restaurants and to operate these restaurants profitably.]

Other risks that could impact our ability to open new restaurants include: (i) economic conditions and trade [added: policy] or economic policies or sanctions, (ii) our ability to attract new franchisees, (iii) new restaurant construction and development costs, (iv) our Concepts’ franchisees’ ability to meet new restaurant permitting, [removed: construction, development and team member training timelines, and (v) supply chain challenges, including our ability to secure sufficient supply to support new restaurants.]

From time to time we have completed, and we may evaluate and continue to complete, mergers, acquisitions, divestitures, joint ventures, strategic partnerships, minority investments [removed: (including minority investments in third parties, such as, franchisees or master franchisees)] and other strategic transactions.

[removed: - expenses,] [added: (i)expenses,] delays or difficulties in integrating acquired companies, joint ventures, strategic partnerships or investments into our organization, including the failure to realize [added: strategic alignment or] expected synergies and/or the inability to retain key personnel;

[removed: - diversion] [added: (ii)diversion] of management’s attention from other initiatives and/or day-to-day operations to effectively execute our growth strategy;

[removed: - inability] [added: (iii)inability] to generate sufficient revenue, profit, and cash flow from acquired companies, joint ventures, strategic partnerships or investments; [added: and]

[removed: - the] [added: (iv)the] possibility that we have acquired substantial contingent or unanticipated liabilities in connection with acquisitions or other strategic [removed: transactions; and][added: transactions.]

Yum China’s business is exposed to risks in mainland China, which include, among others, potential political, [added: trade,] financial and social instability, changes in economic conditions (including consumer spending, unemployment levels and ongoing wage and commodity inflation), consumer preferences, the regulatory environment (including uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations), heightened data and cybersecurity risks associated with the conduct of business in China, and food safety related matters (including compliance with food safety regulations and [added: our] ability to ensure product quality and safety).

Additionally, Chinese law regulates Yum China’s business conducted in mainland China, and as such our license fee from the Yum China business is subject to numerous uncertainties based on Chinese laws, regulations and policies, which may change [added: from time to time.]

These risks, which can vary substantially by country, include political, financial or social instability or conditions, corruption, [removed: increasing] anti-American sentiment and perception of our Concepts as American brands, social and ethnic unrest, natural disasters, military conflicts and terrorism, as well as exposure to the macroeconomic environment in such markets, the regulatory environment (including [removed: the risks of operating in markets in which there are uncertainties regarding] [added: related to] the [removed: interpretation and] enforceability of legal requirements and contract and intellectual property rights), and income and non-income based tax rates and laws.

Additional risks include the impact of trade [removed: disputes,] [added: disputes and tariffs,] restrictive actions of foreign or U.S. governmental authorities affecting trade or foreign investment, [removed: potential increases in tariffs,] import restrictions and controls, sanctions, foreign exchange control regimes (including restrictions on currency conversion), health guidelines and safety protocols, labor costs and conditions, compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other similar laws prohibiting bribery of government officials and other corrupt practices, and the laws and policies that govern foreign investment in countries where our Concepts’ restaurants are operated.

As a result of our global operations, we [removed: also] have significant exposure to geopolitical events and instability.

More specifically, an increase in the value of the U.S. dollar, relative to other currencies, such as the Chinese Renminbi (“RMB”), Australian Dollar, the British Pound and the Euro, as well as currencies in certain other markets have [removed: had] [added: historically affected] and [removed: could] [added: may] continue to [removed: have an adverse effect on] [added: affect] our reported earnings.

In addition, the governments in certain countries where our Concepts operate, including China, restrict the conversion of local currency into foreign currencies and, in certain cases, the remittance of currency out of [added: the country.]

In addition, we and other parties (such as [removed: vendors] [added: vendors, food delivery aggregators] and franchisees), collect, transmit and/or maintain certain personal, financial and other information about our customers, employees, vendors and franchisees, as well as proprietary information pertaining to our business (collectively, “Confidential Information”).

The security and availability of our IT Systems and Confidential Information is critical to our business and [added: is] regulated by evolving and increasingly demanding laws and regulations in various jurisdictions, certain third-party contracts and industry standards.

In addition, the rapid evolution and increased adoption of [removed: AI] [added: artificial intelligence (“AI”)] and other emerging technologies [removed: also] may heighten our cybersecurity risks by making cyber-attacks and social engineering more difficult to detect, contain and mitigate.

We are regularly the target of cyber-attacks and other attempts to breach, or gain unauthorized access to, our systems and [removed: databases.][added: data.]

Despite [removed: our] [added: such] security [removed: measures,] [added: measures and processes,] we, and the third parties upon which we rely, have experienced security incidents from time to time and we and such third parties will continue to experience such incidents in the future.

As disclosed under Part I, Item 1C of this [removed: Form10-K,] [added: Form 10-K,] we remain subject to risks and uncertainties as a result of the incident, including as a result of the data that was taken from [removed: the Company’s] [added: our] network and putative class actions filed against us in connection with this incident.

There is no assurance that [removed: the security measures we take to reduce the risk of such incidents and protect] our [removed: systems will be sufficient or that our] [added: security measures,] cybersecurity risk management [removed: program] [added: programs] and [removed: processes, including our policies, controls or procedures,] [added: processes] will be fully implemented, complied [removed: with] [added: with, sufficient] or effective in protecting our systems and information.

If our IT Systems or the information systems of any of our [added: Concepts’] franchisees, or other third parties which we interact, such as suppliers, distributors or third-party delivery providers, are disrupted or compromised, in a manner which impacts us or our IT Systems, as a result of a cyber-attack, data or security breach, or other security [removed: incident,] [added: incident] or [added: fraud, or] if our employees, franchisees, suppliers or vendors fail to comply with applicable laws and regulations or fail to meet contractual and industry standards in connection therewith, any such developments could result in liabilities and penalties, have an adverse impact on [removed: our financial results and growth prospects, damage our brands and reputation, cause interruption of normal business operations, cause us to incur substantial costs, result in a loss of consumer confidence and sales and disrupt our supply chain, business and plans.]

[removed: Additionally, such events could] [added: our financial results and growth prospects, damage our brands and reputation, cause interruption of normal business operations, cause us to incur substantial costs,] result in [added: a loss of consumer confidence and sales, disrupt our supply chain, business and plans, result in] the loss, misappropriation, corruption or unauthorized access, acquisition, use or disclosure of data or inability to access data, [added: including] the release of Confidential [removed: Information about our operations] [added: Information,] and subject us to [removed: claims,] litigation and government enforcement actions.

Moreover, any significant cybersecurity event which impacts us or our IT Systems could require us to devote significant management time and resources to address such events, interfere with our pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate such events, remedy cybersecurity problems, [added: respond to an extortion demand,] recover lost data, prevent future compromises and adapt systems and practices in response to such events.

There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our IT Systems, particularly because malicious actors are increasingly [added: sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner.]

Additionally, [removed: while we maintain] insurance coverage [added: maintained by us and our Concepts’ franchisees] designed to address certain aspects of cybersecurity [removed: risks, such insurance coverage] [added: risks] may [added: exclude certain types of claims or otherwise] be insufficient to cover all losses or all types of claims that may arise.

If we or our Concepts’ franchisees fail to comply with the global Payment Card Industry Data Security Standards or fail to adequately control fraudulent credit card and debit card transactions, we or our Concepts’ franchisees may face civil liability, [removed: diminished public perception of our security measures,] [added: reputational damage,] fines and assessments from the card brands, and significantly higher credit card and debit card related costs, any of which could adversely affect us.

In addition, an increasing number of [removed: states and other] jurisdictions [removed: in the U.S.] where we and our Concepts’ franchisees operate have enacted privacy and data protection [removed: requirements.][added: laws, or are considering enacting or expanding such laws.]

construction, development and team member training timelines, and (v) consumer sentiment related to our Concepts, and (vi) supply chain challenges, including our ability to secure sufficient supply to support new restaurants.

*We have initiated a process to explore strategic options for the Pizza Hut brand, and there can be no assurance that this process will result in any transaction or outcome, that we will be able to realize the anticipated benefits of any transaction, if completed, or other outcome, or that this process will not adversely impact our business.*

We have initiated a process to explore strategic options for our Pizza Hut brand to maximize long-term value creation.

Our ability to successfully engage in any transactions with regard to our Pizza Hut brand is subject to prevailing general, market and industry-specific economic conditions and certain regulatory, financial, business and other factors beyond our control.

There is no assurance that this process will result in any transaction or outcome, or if any transaction is completed, the timing or terms of any such transaction.

We expect to incur significant expenses in connection with this process, and there are risks inherent with this process, including the potential diversion of management’s attention, interference with our ability to retain or attract key personnel and business partners, disruption of Pizza Hut or other businesses and exposure to litigation.

It may also be disruptive to our business operations and long-term planning, which may cause concern to our current or potential investors, employees, strategic partners, vendors and other stakeholders and may have a material impact on our operating results or result in increased volatility in our stock price.

Further, there can be no assurance that we will be able to realize the anticipated benefits of any transaction, if completed, or other outcome.

We are taking steps to mitigate any impact to Pizza Hut's near-term results as a result of this review.

In addition, we have aligned with stakeholders in the U.S. on a marketing program, modernization of certain technology and franchise agreements and a YUM contribution to marketing support.

However, if we are unable to mitigate these and other risks related to this process, our business may be adversely affected.

We have been adversely affected in the past, and may in the future be adversely affected, by events such as increasing anti-American sentiment and instability and conflicts in the Middle East.

Further, we engage in marketing and customer engagement activities that are subject to communications and consumer privacy laws, such as the Telephone Consumer Protect Act and similar state laws.

There is a rapid increase in private claims of alleged breach of communications and privacy laws in the U.S. and abroad, under a diverse range of theories relying on wiretapping, pen registry, and communication consent statutes.

In particular, state attorneys general and regulatory bodies are increasingly focused on businesses’ practices for collecting and sharing consumer information digitally, including how businesses allow consumers to opt-out of certain uses and disclosures and exercise other rights granted by privacy laws.

employment practices and in digitally marketing our Concepts), data collected from minors, and biometric information.

These IT Systems, including our proprietary Byte By Yum!

We continue to allocate significant resources to develop, accelerate and implement our digital, technology, and innovation capabilities, including various AI capabilities.

Further, if we fail to leverage AI technologies as effectively or rapidly as our peers, our competitiveness and financial results could be adversely impacted.

Customers are increasingly using our internally-owned e-commerce websites and apps, such as kfc.com, tacobell.com, pizzahut.com, habitburger.com, and the KFC, Taco Bell, Pizza Hut and the Habit Burger & Grill apps in the U.S. and other regions.

As such companies may be unable to investigate or effectively respond to negative information or content disseminated in this manner, including fictitious media content (such as content produced by generative AI or bad actors).

We regard our registered trademarks (e.g., Yum!

Our

Further, defending or enforcing our trademarks and other intellectual property, including proprietary technologies and digital platforms, could result in significant expenditures.

The technology landscape in which we operate is highly competitive, increasing risk of inadvertent infringement and costly dispute.

In addition, changes in our leadership, including changes to the Company’s senior leadership team may present management transition challenges, and the effectiveness with which these changes are implemented could influence our financial results.

Additionally, recent changes in immigration regulation and enforcement in the U.S. could decrease the pool of candidates with legal work authorizations, cause disruptions in the workforce for companies (such as restaurant companies) and increase the cost, time and requirements to hire new employees.

Moreover, while recent increases in tariffs by the U.S. and retaliatory measures by global trading partners have not had a significant impact on our aggregate supply costs, such trade developments have increased, and may continue to increase, the cost of certain products that we and our franchisors source, and may otherwise disrupt our supply chain.

or policies.

Further, as a result of these expectations and requirements, as well as our commitment to ESG matters, we may continue to establish.

expand or modify goals, commitments or targets, and take actions to meet such goals, commitments and targets.

The Company, and our Concepts and their franchisees, are subject to numerous laws and regulations around the world which change regularly and are increasingly complex, including: the Americans with Disabilities Act in the U.S. and similar laws; laws related to employment, including the U.S. Fair Labor Standards Act, the U.S. Family and Medical Leave Act, laws related to workplace health and safety, meal and rest breaks, exempt classification, non-discrimination, non-harassment, and whistleblower protections, and laws related to union organizing rights and activities; laws and regulations in government-mandated health care benefits such as the Patient Protection and Affordable Care Act in the U.S.; laws and regulations relating to nutritional content, nutritional labeling, product safety, product marketing and menu labeling; laws relating to state and local licensing; laws relating to the relationship between franchisors and franchisees; laws and regulations relating to health, sanitation, food, workplace safety, child labor, including laws regulating the use of certain “hazardous equipment”, building and zoning, and fire safety and prevention; laws relating to information and data security, privacy, cashless payments, consumer protection, and the use of AI and other emerging technologies; laws relating to our use of third party aggregators; laws relating to international trade and sanctions, tariffs, and currency conversion or exchange; anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act; environmental laws and regulations, including with respect to climate change and greenhouse gas emissions; federal and state immigration laws and regulations; and laws related to public company compliance, disclosure and governance matters.

country basis.

In this regard, we and our Concepts’ franchisees have been adversely impacted by, and may continue to be adversely impacted

Our level of indebtedness could have important potential consequences, including, but not limited to: increasing our vulnerability to, and reducing our flexibility to plan for and respond to, adverse economic and industry conditions and changes in our business and the competitive environment; requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing or eliminating the availability of such cash flow to fund working capital, capital expenditures, acquisitions, dividends, share repurchases or other corporate purposes; increasing our vulnerability to a downgrade of our credit rating, which could adversely affect our cost of funds, liquidity and access to capital markets; restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; placing us at a disadvantage compared to other less leveraged competitors or competitors with comparable debt at more favorable interest rates; increasing our exposure to the risk of increased interest rates insofar as current and future borrowings are subject to variable rates of interest or we are forced to refinance indebtedness at higher interest rates, which risks are heightened by the current elevated interest rate environment; increasing our exposure to the risk of discontinuance, replacement or modification of certain reference rates; limiting our ability to repay, refinance or satisfy our existing debt obligations, as well as to borrow additional funds in the future and increasing the cost of any such borrowing; imposing restrictive covenants on our operations due to the terms of our indebtedness, which, if not complied with, could result in an event of default, which if not cured or waived, could result in the acceleration of the applicable debt or the acceleration of any other debt to which a cross-acceleration or cross-default provision applies; and increasing our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is primarily denominated in U.S. dollars.

If public health conditions related to the coronavirus (“COVID-19”) were to significantly worsen in markets where we conduct significant operations, our business and financial results could be adversely impacted, and we may be unable to effectively respond to any such developments.

Furthermore, other viruses may be transmitted through human contact, and the risk or perceived risk of contracting viruses could cause employees or guests to avoid gathering in public, which could adversely affect restaurant guest traffic or the ability to adequately staff restaurants.

restaurants and to operate these restaurants profitably.

- the possibility that our interests and strategic direction do not align with those of acquired companies or other parties that maintain an interest in our investments.

from time to time.

We have been adversely affected, and may continue to be adversely affected, by events such as the conflict in the Middle East as well as the conflict between Russia and Ukraine, and ongoing geopolitical instability associated therewith.

In particular, sales in certain of our markets were adversely impacted in 2024 by the conflict in the Middle East.

Given the ongoing and dynamic nature of this conflict, sales may continue to be adversely impacted by the conflict going forward.

These risks may be further heightened if current conflicts expand in scope, or other conflicts arise in other areas of the globe.

the country.

sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner.

Further, our franchisees may not have insurance coverage (or may have insufficient insurance coverage) designed to cover business interruption losses and/or all types of claims that may arise from cybersecurity risks.

Moreover, the U.S. federal government and a significant number of additional states are considering expanding or passing privacy laws in the near term.

solutions in our restaurants, management of our supply chain, and various other processes and procedures), and gather and leverage data to enhance restaurant operations and improve the customer experience.

In particular, we are currently allocating significant resources to accelerate our digital, technology, and innovation capabilities, and as part of this process we have been developing and/or implementing various AI initiatives.

Moreover, technology and consumer offerings continue to develop and evolve and we cannot predict consumer or team member acceptance of these existing and new technologies (e.g. automation, AI, new delivery channels) or their impact on our business, and/or our growth prospects, nor can we be certain of our ability to implement or execute such technologies, which could result in loss of sales; dissatisfaction from our customers, employees, or employees of our Concepts’ franchisees; or negative publicity that could adversely impact our reputation or financial results.

satisfaction risks outside of our control.

Information posted on such platforms may be adverse to our interests and/or may be inaccurate.

The damage may be immediate without an opportunity for redress or correction.

Further, with the increase in the use of AI and social media outlets, adverse publicity impacting a company, whether warranted or not, can be disseminated quickly and broadly without context or vetting for accuracy, making it increasingly difficult for companies to effectively respond.

identical or confusingly similar to our brands’ names and marks, or using other proprietary intellectual property we own.

Concepts and their franchisees, including due to the payment of higher wages to attract or retain qualified employees (including franchisee management, restaurant managers and other crew members) and due to increased overtime costs to meet demand.

AB 1228 also created an advisory-only council with powers to enact additional minimum wage increases and to recommend that state agencies enact additional health, safety and employment standards for quick service restaurants.

In addition, a significant increase in gasoline prices could result in the imposition of fuel surcharges by our distributors.

Concepts’ brands generally or relative to alternatives.

As a result of these expectations and evolving requirements, as well as our commitment to social and environmental sustainability matters, we may continue to establish or expand goals, commitments or targets, and take actions to meet such goals, commitments and targets.

If our or our Concepts’ franchisees’ data, processes and

We could be adversely affected by the physical and/or transitional effects of climate change.

See the discussion of legal proceedings in Note 20 to the Consolidated Financial Statements included in Item 8 of this Form 10-K.

The Company, and our Concepts and their franchisees, are subject to numerous laws and regulations around the world.

These laws and regulations change regularly and are increasingly complex.

For example, we are subject to:

- The Americans with Disabilities Act in the U.S. and similar laws that provide protection to individuals with disabilities in the context of employment, public accommodations and other areas.

- Various laws related to employment, including the U.S. Fair Labor Standards Act and similar laws, which govern matters such as minimum wages, and overtime; the U.S. Family and Medical Leave Act and similar laws which provide protected leave rights to employees and laws related to workplace health and safety, meal and rest breaks, non-discrimination, non-harassment, whistleblower protections, and other terms and conditions of employment.

- Laws and regulations in government-mandated health care benefits such as the Patient Protection and Affordable Care Act in the U.S.

- Laws and regulations relating to nutritional content, nutritional labeling, product safety, product marketing and menu labeling.

- Laws relating to state and local licensing.

- Laws relating to the relationship between franchisors and franchisees.

- Laws and regulations relating to health, sanitation, food, workplace safety, child labor, including laws regulating the use of certain “hazardous equipment”, building and zoning, and fire safety and prevention.

- Laws and regulations relating to union organizing rights and activities.

Brands, Inc. and its subsidiaries (collectively referred to herein as the “Company”, “YUM”, “we”, “us” or “our”) franchise or operate a system of over [removed: 61,000] [added: 63,000] restaurants in [removed: more than] 155 countries and territories, primarily under the concepts of KFC, Taco Bell, Pizza Hut and Habit Burger & Grill (collectively, the “Concepts”).

Of the over [removed: 61,000] [added: 63,000] restaurants, [removed: 98%] [added: 97%] are operated by franchisees.

As of December 31, [removed: 2024,] [added: 2025,] YUM consists of four operating segments:

Loved: We grow by delighting customers with craveable food and [removed: a] distinctive [removed: experience.][added: experiences.]

This includes a commitment to our priorities for social responsibility, risk management and sustainable stewardship of [removed: our people, food and planet.][added: resources.]

[removed: Our] [added: Key to our success fueling brand performance and franchise success is our] unrivaled culture and talent and leading with smart, heart and [removed: courage are key to our success, fueling brand performance and franchise success.][added: courage.]

- Maximizes shareholder return through a combination of paying a competitive dividend and returning excess [removed: free] cash flow through share repurchases.

- Diluted Earnings Per Share [removed: ("EPS")] [added: (“EP”)] excluding Special Items (as defined below) and, in 2024, Diluted EPS excluding Special Items and the 53rd week;

Further, while we generally include depreciation and amortization of restaurant-level assets within Divisional Company restaurant expenses used to derive Divisional Company restaurant profit, we record amortization of reacquired franchise rights arising from acquisition accounting within Corporate and unallocated Company restaurant expenses as such amortization is not believed to be indicative of ongoing Divisional results as well as to enhance comparability of acquired stores’ margins with those of existing [removed: restaurants within Divisional results.][added: restaurants.]

For discussion of our results of operations for [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II, Item 7 of our Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 20, 2024.][added: 19, 2025.]

[removed: 2024] [added: 2025] financial highlights:

| KFC Division | | | [removed: +3] [added: +5] | | | | | | [removed: (2)] [added: +3] | | | | | | [removed: +7] [added: +6] | | | | | | [removed: +4] [added: +10] | | | | | | [removed: +6] [added: +9] | | |

| Taco Bell Division | | | [removed: +8] [added: +7] | | | | | | [removed: +4] [added: +7] | | | | | | [removed: +2] [added: +3] | | | | | | [removed: +11] [added: +8] | | | | | | [removed: +11] [added: +8] | | |

| Pizza Hut Division | | | [removed: (1)] [added: (3)] | | | | | | [removed: (4)] [added: (1)] | | | | | | [removed: +2] [added: (1)] | | | | | | [removed: (5)] [added: (9)] | | | | | | [removed: (3)] [added: (9)] | | |

| Worldwide | | | +4 | | | | | | [removed: (1)] [added: +3] | | | | | | [removed: +4] [added: +3] | | | | | | [removed: +4] [added: +7] | | | | | | [removed: +9] [added: +5] | | |

| | | | | | | Results Excluding 53rd Week [removed: in 2024] (% Change) | | | | | | | | |

| | | | KFC Division | | | [removed: +3] [added: +6] | | | | | | [removed: +5] [added: +10] | | |

| | | | Taco Bell Division | | | [removed: +6] [added: +8] | | | | | | [removed: +9] [added: +10] | | |

| | | | Pizza Hut Division | | | [removed: (1)] [added: (2)] | | | | | | [removed: (4)] [added: (8)] | | |

| | | | Worldwide | | | [removed: +3] [added: +5] | | | | | | [removed: +8] [added: +7] | | |

- Foreign currency translation [removed: negatively] [added: favorably] impacted Divisional Operating Profit [added: in our KFC Division] by [removed: $28] [added: $12] million for the year ended December 31, [removed: 2024.][added: 2025.]

| | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | % Change | | |

| GAAP EPS | | | | | | | | | | | | [removed: $5.22] [added: $5.55] | | | [removed: $5.59] [added: $5.22] | | | [removed: (7)] [added: +6] | | |

| Special Items EPS | | | | | | | | | | | | [removed: $(0.26)] [added: $(0.50)] | | | [removed: $0.42] [added: $(0.26)] | | | NM | | |

| EPS Excluding Special Items | | | | | | | | | | | | [removed: $5.48] [added: $6.05] | | | [removed: $5.17] [added: $5.48] | | | [removed: +6] [added: +10] | | |

- Gross unit openings for the year were [removed: 4,535] [added: 4,567] units resulting in [removed: 2,757] [added: 1,939] net new units.

[removed: - Full-year] [added: | Diluted] EPS [added: Growth %,] excluding Special Items and [added: the] 53rd [removed: Week was $5.39.][added: week | | | | | | 12 | | | | | | 4 | | | | | | N/A | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | |

| Company sales | | | $ | [removed: 2,552] [added: 2,945] | | | | | $ | [removed: 2,142] [added: 2,552] | | | | | $ | [removed: 2,072] [added: 2,142] | | | | | [removed: 19] [added: 15] | | | | | | | | | | | | [removed: 3] [added: 19] | | | | | | | | |

| Franchise and property revenues | | | [removed: 3,295] [added: 3,473] | | | | | | [removed: 3,247] [added: 3,295] | | | | | | [removed: 3,096] [added: 3,247] | | | | | | [removed: 1] [added: 5] | | | | | | | | | | | | [removed: 5] [added: 1] | | | | | | | | |

| Franchise contributions for advertising and other services | | | [removed: 1,702] [added: 1,796] | | | | | | [removed: 1,687] [added: 1,702] | | | | | | [removed: 1,674] [added: 1,687] | | | | | | [removed: 1] [added: 6] | | | | | | | | | | | | 1 | | | | | | | | |

| Total revenues | | | [removed: 7,549] [added: 8,214] | | | | | | [removed: 7,076] [added: 7,549] | | | | | | [removed: 6,842] [added: 7,076] | | | | | | [removed: 7] [added: 9] | | | | | | | | | | | | [removed: 3] [added: 7] | | | | | | | | |

| Company restaurant expenses | | | $ | [removed: 2,120] [added: 2,483] | | | | | $ | [removed: 1,774] [added: 2,120] | | | | | $ | [removed: 1,745] [added: 1,774] | | | | | [removed: (20)] [added: (17)] | | | | | | | | | | | | [removed: (2)] [added: (20)] | | | | | | | | |

| G&A expenses | | | [removed: 1,181] [added: 1,262] | | | | | | [removed: 1,193] [added: 1,181] | | | | | | [removed: 1,140] [added: 1,193] | | | | | | [removed: 1] [added: (7)] | | | | | | | | | | | | [removed: (5)] [added: 1] | | | | | | | | |

| Franchise and property expenses | | | [removed: 134] [added: 140] | | | | | | [removed: 123] [added: 134] | | | | | | 123 | | | | | | [removed: (8)] [added: (5)] | | | | | | | | | | | | [removed: (1)] [added: (8)] | | | | | | | | |

| Franchise advertising and other services expense | | | [removed: 1,711] [added: 1,799] | | | | | | [removed: 1,683] [added: 1,711] | | | | | | [removed: 1,667] [added: 1,683] | | | | | | [removed: (2)] [added: (5)] | | | | | | | | | | | | [removed: (1)] [added: (2)] | | | | | | | | |

| Refranchising (gain) loss | | | [removed: (34)] [added: (48)] | | | | | | [removed: (29)] [added: (34)] | | | | | | [removed: (27)] [added: (29)] | | | | | | [removed: NM] [added: 42] | | | | | | | | | | | | [removed: NM] [added: 16] | | | | | | | | |

| Other (income) expense | | | [removed: 34] [added: 2] | | | | | | [removed: 14] [added: 34] | | | | | | [removed: 7] [added: 14] | | | | | | NM | | | | | | | | | | | | NM | | | | | | | | |

| Total costs and expenses, net | | | [removed: 5,146] [added: 5,639] | | | | | | [removed: 4,758] [added: 5,146] | | | | | | [removed: 4,655] [added: 4,758] | | | | | | [removed: (8)] [added: (10)] | | | | | | | | | | | | [removed: (2)] [added: (8)] | | | | | | | | |

| Operating Profit | | | [removed: 2,403] [added: 2,574] | | | | | | [removed: 2,318] [added: 2,403] | | | | | | [removed: 2,187] [added: 2,318] | | | | | | [removed: 4] [added: 7] | | | | | | | | | | | | [removed: 6] [added: 4] | | | | | | | | |

In the first quarter of 2025, the Company prospectively changed its basis of presentation to round financial figures in the Financial Statements and as presented in the tabular presentations in this MD&A to the nearest whole number in millions in all instances.

As a result, some totals and percentages may not recompute based on rounded figures as presented within this MD&A.

Previously, amounts were presented to ensure that all numbers herein recomputed, resulting in the presentation of certain figures inconsistent with their underlying rounding.

Through our Recipe for Good Growth we strive to grow iconic restaurant brands around the world that are loved by our customers, trusted everywhere we operate and connected through teamwork, technology and our global scale.

These three ideas - being loved, trusted and connected - guide how we operate across our global system and engage with our customers, teams and communities:

As we enter into 2026, we intend to drive the next chapter of growth for YUM by Raising the B.A.R. through three clear priorities that reflect bold aspirations and a commitment to industry-leading performance:

- Battle for the future consumer by staying relentlessly focused on their needs and wants.

- Accelerate restaurant unit economics for our franchisees and maximize performance of every restaurant, serving as a catalyst for new unit development and keeping our franchise system healthy.

- Reach the full potential of Byte by Yum!

by effectively operating, innovating and expanding our connected platform built by restaurant operators for restaurant operators to unlock its full potential for our franchise partners and our business.

- In 2024, the 53rd week favorably impacted EPS by approximately $0.09 per share.

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Charges associated with Pizza Hut Strategic Options Review(b) | | | | | | 41 | | | | | | — | | | | | | — | | |

| Charges associated with Brand HQ Consolidation(c) | | | | | | 27 | | | | | | — | | | | | | — | | |

| Charges associated with TB U.S. restaurant acquisition(g) | | | | | | 7 | | | | | | — | | | | | | — | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Special Items Expense - Operating Profit | | | | | | $ | 122 | | | | | $ | 141 | | | | | $ | 39 | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Effective Tax Rate excluding Special Items | | | | | | 22.7 | | % | | | | 23.6 | | % | | | | 20.6 | | % |

(b)In 2025, we began a review of strategic options for the Pizza Hut brand.

During the year ended December 31, 2025, we incurred charges of approximately $36 million primarily in third-party advising costs associated with this strategic options review and wrote-off approximately $5 million of franchise incentive assets associated with rationalizing the Pizza Hut estate in preparation for a potential transaction.

These charges were recorded to Corporate and unallocated General and administrative expenses and Unallocated franchise and property revenues, respectively.

Given the significance of the costs expected to be incurred through the course of this strategic options review, we have reflected such amounts as Special Items.

(c)During the year ended December 31, 2025, we recorded charges of approximately $27 million associated with our decision to designate two brand headquarters in the U.S., located in Plano, Texas and Irvine, California, to foster greater collaboration among brands and employees.

This involved relocating the KFC U.S. corporate office to the KFC Global headquarters and requiring the majority of our U.S.-based remote employees to relocate to an appropriate headquarter office.

These charges included $21 million, primarily for severance for employees who chose not to relocate and consultant fees, recorded to Corporate and unallocated General and administrative expenses.

Additionally, we donated our YUM corporate headquarters in Louisville, Kentucky subsequent to the relocation of the KFC U.S. corporate office resulting in a charge of $6 million to Unallocated Other (income) expense representing the net book value of that headquarters.

As a result, 283 KFC restaurants and 254 Pizza Hut restaurants in Turkey were closed during the first quarter of 2025.

We recorded a credit of $1 million to Unallocated Other (income) expense and charges of $1 million to Unallocated Franchise and property revenues and $9 million to Corporate and unallocated General and administrative expenses during the year ended December 31, 2025, consisting primarily of transaction costs associated with re-acquiring the master franchise rights in Germany including severance.

Due to their scope and size, these charges have been reflected as Special Items.

(e)We recorded charges of $38 million, $79 million and $21 million during the years ended December 31, 2025, 2024 and 2023, respectively, primarily to Corporate and unallocated General and administrative expenses related to a resource optimization program initiated in the third quarter of 2020.

Over the past several years, this program has allowed us to reallocate significant resources to accelerate our digital, technology and innovation capabilities to deliver a modern, world-class team member and customer experience and improve unit economics.

We expanded the program in 2024 to identify further opportunities to optimize the Company’s spending and identify additional, critical areas in which to potentially allocate resources, both with a goal to enable the acceleration of the Company’s growth rate.

Costs incurred to date related to the program primarily include severance associated with positions that have been eliminated or relocated and consultant fees.

Due to their scope and size, these charges have been reflected as Special Items.

humanitarian efforts.

(g)During the year ended December 31, 2025, we recorded charges of approximately $7 million to Corporate and unallocated General and administrative expenses related to an acquisition of 128 Taco Bell Southeast U.S. restaurants from a franchisee for approximately $670 million.

Due to the significant amount of legal and professional fees necessary to complete this large acquisition, these fees have been reflected as Special Items.

| | | | | | | Year | | | | | | | | | | | | | | |

Percentages may not recompute due to rounding.

Through our Recipe for Good Growth we intend to deliver iconic restaurant brands and consistently drive better customer experiences, improved unit economics and higher rates of growth.

Key enablers include accelerated use of digital and technology, increased collaboration and better leverage of our systemwide scale.

This is done through a framework of three pillars: being Loved, Trusted and Connected.

We innovate and elevate our iconic restaurant brands that people trust and champion, resulting in relevant, easy and distinctive brands.

Our unmatched operating capability allows us to recruit and equip the best restaurant operators in the world to deliver great customer experiences.

And our commitment to bold restaurant development drives market and franchise unit expansion with strong economics.

As of the beginning of the second quarter of 2022, as a result of our progress towards exiting Russia and our decision to reclass future net profits attributable to Russia subsequent to the date of invasion of Ukraine from the Division segments in which those profits were earned to Unallocated Other income (see Notes 3 and 19), we elected to remove all Russia units from our unit count as well as to begin excluding those units’ associated sales from our system sales totals.

We removed 1,112 units and 53 units in Russia from our global KFC and Pizza Hut unit counts, respectively.

These units were treated similar to permanent store closures for purposes of our same-store sales calculations and thus they were removed from our same-store sales calculations beginning April 1, 2022.

This included a negative impact to our KFC Division Operating Profit of $22 million for the year ended December 31, 2024.

| | | | | | | | | | | | | | | | | | | | | |

| Net Income excluding Special Items and the 53rd Week | | | | | | $ | 1,536 | | | | | $ | 1,475 | | | | | $ | 1,312 | |

| Diluted EPS excluding Special Items and the 53rd Week | | | | | | $ | 5.39 | | | | | $ | 5.17 | | | | | $ | 4.53 | |

(c)Charges related to a resource optimization program initiated in the third quarter of 2020.

See Note 5.

Due to their scope and size, the charges over the life of the program, which have primarily resulted from severance associated with positions that have been eliminated or relocated and consultant fees, are being recorded within Corporate and unallocated G&A and have been reflected as Special Items.

The termination affects 284 KFC restaurants and 254 Pizza Hut restaurants in Turkey.

We also re-acquired the master franchise rights in Germany for KFC and Pizza Hut from the owner of IS Holding in December 2024.

There is no impact in Germany from the termination in Turkey.

(e)Amounts recorded in connection with redemptions of long-term debt.

In addition to the corresponding Tax (Benefit) Expense on the Operating (Profit) Loss impact from our decision to exit Russia as included above, Special Items Tax (Benefit) Expense also includes $72 million of incremental net tax expense recorded in the year ended December 31, 2022 from the remeasurement and reassessment of the need for a valuation allowance on deferred tax assets in Switzerland due to the expected reduction in the tax basis of intellectual property rights ("IP") associated with the loss of the Russian royalty income.

In addition, we reassessed certain deferred tax liabilities associated with the Russia business given the expectation that the existing basis difference would reverse by way of sale.

Special Items Tax (Benefit) Expense includes $32 million, $183 million and $82 million of tax benefit recorded in the years ended December 31, 2024, 2023 and 2022 respectively, associated with intra-entity transfers and valuations of certain IP rights.

- The benefit recorded in the year ended December 31, 2022, resulted from the remeasurement of deferred tax assets associated with IP rights held in Switzerland in connection with an annual valuation under Swiss law, as well as the reassessment of the need for a valuation allowance on those deferred tax assets based on forecasted future taxable income.

The annual valuation supported an increase to tax basis of Swiss IP rights associated with parts of our business that continue to use these IP rights due to expected royalty growth assumptions in those parts of the business that largely offset the loss of Russia royalty income associated with such IP rights as a result of our decision to exit the Russia market.

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| GAAP Operating Profit (Loss) | | | | | | $ | 1,198 | | | | | $ | 850 | | | | | $ | 387 | | | | | $ | (24) | | | | | $ | (224) | | | | | $ | 2,187 | |

| General and administrative expenses | | | | | | 390 | | | | | | 191 | | | | | | 211 | | | | | | 51 | | | | | | 297 | | | | | | 1,140 | | |

| Company sales | | | | | | $ | 491 | | | | | $ | 1,002 | | | | | $ | 21 | | | | | $ | 558 | | | | | $ | — | | | | | $ | 2,072 | |

| Company restaurant margin % | | | | | | 13.2 | | % | | | | 23.6 | | % | | | | (2.2) | | % | | | | 4.7 | | % | | | | N/A | | | | | | 15.8 | | % |

In a few isolated cases, the scale and duration of these sales impacts have affected the financial health of our less scaled or less well-capitalized franchisees, particularly those whose restaurants have been most heavily impacted.

On January 8, 2025, we terminated our franchise agreements with franchisee IS Gida A.S. (IS Gida), the owner and operator of KFC and Pizza Hut restaurants in Turkey and a subsidiary of IS Holding A.S. (IS Holding), after failure by IS Gida to meet our standards.

The termination affects 284 KFC restaurants and 254 Pizza Hut restaurants in Turkey, which will be reflected as a reduction in the Company’s reported unit counts at the end of the first quarter of 2025.

We recorded a charge of approximately $61 million in the year ended December 31, 2024, consisting primarily of transaction costs associated with the German acquisition and termination-related costs associated with the Turkey business.

Due to issues specific to this franchisee and market, the recent sales in the Turkey restaurants were significantly below the global average sales per restaurant for each brand.

As a result, the loss of royalties from the store closures will have no material impact to the Company’s Core Operating Profit in 2025 and beyond.

We are actively searching for the right franchise partner to reopen the Turkey market and drive future success.

While we began to see some recovery in the markets most impacted by the Middle East conflict in the fourth quarter of 2024, the conflict is ongoing, and its dynamic nature makes it difficult to forecast any impacts on the Company’s 2025 revenues, operating profit, including the impacts of any bad debt expense, and unit count with any certainty.

In 2024, the increase in Operating Profit, excluding the impacts of the 53rd week, was driven by same-store sales growth, unit growth and lower G&A partially offset by higher restaurant operating costs.

We have a market risk exposure to changes in interest rates, principally in the U.S. Our outstanding total debt, excluding the Revolving Facility balance, finance leases and debt issuance costs and discounts, of [removed: $11.0] [added: $11.5] billion includes [removed: 82%] [added: 83%] fixed-rate debt and [removed: 18%] [added: 17%] variable-rate debt.

We have attempted to minimize the interest rate risk from variable-rate debt through the use of interest rate swaps that, as of December 31, [removed: 2024,] [added: 2025,] result in a fixed interest rate on $1.5 billion of our variable-rate debt.

As a result, approximately 96% of this [removed: $11.0] [added: $11.5] billion of outstanding debt at December 31, [removed: 2024,] [added: 2025,] is effectively fixed-rate debt.

At December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis-point increase in short-term interest rates would result, over the following twelve-month period after consideration of the aforementioned interest rate swaps through maturity, in an increase of approximately [removed: $16] [added: $4] million in Interest expense, net within our Consolidated Statement of Income.

The fair value of our cumulative fixed-rate debt of [removed: $8.7] [added: $9.5] billion as of December 31, [removed: 2024,] [added: 2025,] would decrease approximately $375 million as a result of the same hypothetical 100 basis-point increase.

At December 31, [removed: 2024,] [added: 2025,] a hypothetical 100 basis-point decrease in short-term interest rates would decrease the [removed: asset] [added: net liability] associated with the fair value of our interest rate swaps by approximately [removed: $3] [added: $31] million.

[removed: In addition, we] [added: We] attempt to minimize the exposure related to foreign currency denominated financial instruments by purchasing goods and services from third parties in local currencies when practical.

The Company’s foreign currency net asset exposure (defined as foreign currency assets less foreign currency liabilities) totaled approximately [removed: $1.1] [added: $1.0] billion as of December 31, [removed: 2024.][added: 2025.]

The Company’s primary exposures result from our operations in Asia-Pacific, Europe and the [added: Americas.]

For the fiscal year ended December 31, [removed: 2024,] [added: 2025,] Operating Profit would have decreased approximately $150 million if all foreign currencies had uniformly weakened 10% relative to the U.S. dollar.

These interest rate swaps mature in March 2025.

Americas.

YUM has over [removed: 61,000] [added: 63,000] restaurants in [removed: more than] 155 countries and territories primarily operating under the four concepts of KFC, Taco Bell, Pizza Hut and Habit Burger & Grill (the “Concepts”).

At December 31, [removed: 2024, 98%] [added: 2025, 97%] of our Concepts’ units are operated by independent franchisees or licensees under the terms of franchise or license agreements.

The following is a brief description of each Concept and a summary of our Concepts’ operations as of and for the year ended December 31, [removed: 2024:][added: 2025:]

| Taco Bell Division | | | | | | [removed: 8,757] [added: 9,030] | | | | | | [removed: 13] [added: 14] | | % | | | | [removed: 33] [added: 38] | | | | | | [removed: 94] [added: 93] | | % | | | | [removed: 17,193] [added: 18,361] | | | | | |

| Pizza Hut Division | | | | | | [removed: 20,225] [added: 19,974] | | | | | | 68 | | % | | | | [removed: 111] [added: 108] | | | | | | 99 | | % | | | | [removed: 13,108] [added: 12,794] | | | | | |

| Habit Burger & Grill Division | | | | | | [removed: 383] [added: 384] | | | | | | [removed: 2] [added: —] | | % | | | | [removed: 3] [added: 2] | | | | | | [removed: 17] [added: 22] | | % | | | | [removed: 713] [added: 706] | | | | | |

Loved: We grow by delighting customers with craveable food and [removed: a] distinctive [removed: experience.][added: experiences.]

This includes a commitment to our priorities for social responsibility, risk management and sustainable stewardship of [removed: our people, food and planet.][added: resources.]

[removed: Our] [added: Key to our success fueling brand performance and franchise success is our] unrivaled culture and talent and leading with smart, heart and [removed: courage are key to our success, fueling brand performance and franchise success.][added: courage.]

As of December 31, [removed: 2024,] [added: 2025,] YUM consists of four operating segments:

Of our over [removed: 60,000] [added: 61,000] franchised units at December 31, [removed: 2024,] [added: 2025,] approximately [removed: 35%] [added: 40%] operate under our master franchise programs, including over [removed: 15,400] [added: 17,000] units in mainland China.

[added: In exchange,] master franchisees retain a certain percentage of fees payable by the sub-franchisees under their franchise agreements and often pay lower fees for the restaurants they operate.

The use by Yum China of certain of our material trademarks and service marks is governed by a master license agreement between [removed: Yum Restaurants Consulting (Shanghai) Company Limited, a wholly-owned indirect subsidiary] [added: subsidiaries] of [removed: Yum China,] [added: YUM] and [removed: YUM, through YRI China Franchising LLC, a subsidiary of YUM.][added: Yum China.]

In recent years the Company has focused on building and acquiring a distinctive set of solutions with next-generation capabilities tailored for our [removed: brands and] [added: brands,] scaling these common digital and technology platforms across the [removed: globe.][added: globe and integrating our digital and technology teams into a unified global team.]

[removed: Additionally,] [added: In 2025,] we [removed: have] introduced our Byte by Yum!

In [removed: 2024,] [added: 2025,] our system restaurants generated digital sales [removed: of $33 billion, representing over 50%] [added: approaching both $40 billion and 60%] of overall system sales.

Outside the U.S., we and our Concepts’ franchisees primarily use [removed: decentralized] [added: aligned and leveraged] sourcing and distribution systems involving [removed: many different] global, regional and local suppliers and distributors.

[removed: Our] [added: The Company partners with our] international franchisees [removed: generally select and] [added: to] manage [removed: their own] third-party suppliers and distributors, subject to our internal [removed: standards.][added: standards and approvals.]

During [removed: 2024,] [added: 2025,] there were no material capital expenditures for environmental control facilities and no such material expenditures are anticipated.

As of December 31, [removed: 2024,] [added: 2025,] the Company and its subsidiaries employed approximately [removed: 40,000] [added: 49,000] persons (collectively referred to throughout this filing as [removed: "our employees"] [added: “our employees”] or [removed: "YUM employees"),] [added: “YUM employees”),] including approximately [removed: 23,000] [added: 28,000] employees in the U.S. and approximately [removed: 17,000] [added: 21,000] employees outside the U.S. Approximately [removed: 85%] [added: 90%] of our employees work in restaurants while the remainder work in our restaurant-support centers.

In the U.S., approximately [removed: 85%] [added: 90%] of our Company-owned restaurant employees are part-time [removed: and] [added: of which] approximately [removed: 40%] [added: 50%] have been employed by the Company for less than a year.

Some of our International employees are subject to labor council relationships whose terms vary due to the [removed: diverse] [added: multitude of] countries in which the Company operates.

In addition to the persons employed by the Company and its subsidiaries, our approximately [removed: 60,000] [added: 61,000] franchise restaurants around the world are responsible for the employment of over an estimated 1 million people who work in and support those restaurants.

Each year YUM and our franchisees around the world create thousands of [removed: restaurant jobs, which are] part-time, entry-level [added: restaurant] opportunities to grow careers at our KFC, Taco Bell, Pizza Hut and Habit Burger & Grill brands.

As evidence of the opportunities these positions create, approximately 80% of the Company-owned [removed: Restaurant General Managers] [added: restaurant general managers] (“RGMs”) [added: located in the U.S. have been promoted from other positions in our brands’ restaurants.]

Human capital management considerations are integral to our Recipe for Good Growth strategy, the drivers of which include leveraging our [added: unrivaled] culture and [removed: people capability] [added: talent] to fuel brand performance and franchise success, as well as recruiting and equipping the best restaurant operators in the world to deliver great customer experiences.

We are [removed: also highly focused on building an inclusive] [added: continuing to build a] culture [added: of opportunity and belonging] among our employees, franchisees, suppliers and partners that [removed: reflects] [added: makes room for] all [removed: of] [added: people and voices at] our [added: tables that reflects the] customers and [removed: communities,] [added: communities we serve,] which we believe provides us with a competitive advantage with respect to the performance of our business.

Our commitments and progress towards [removed: our vision] [added: these areas] of [removed: culture, opportunity and belonging] [added: focus] are reflected below.

The most recent survey conducted was in [removed: 2023] [added: 2025] and reflected an [added: above-average] engagement level among our employees [removed: significantly exceeding the average engagement levels of] [added: relative to] benchmarked companies.

In 2025, we began a review of strategic options for the Pizza Hut brand.

The objective of the review is to create value for YUM, Pizza Hut and its franchise partners by determining the optimal approach to best capitalize on Pizza Hut's structural advantages — strong brand equity, experienced franchise partners and meaningful scale — in the highly fragmented pizza market.

We currently intend to complete this strategic options review in 2026, and there can be no assurance this review will result in any specific outcome or transaction.

| KFC Division | | | | | | 33,897 | | | | | | 90 | | % | | | | 149 | | | | | | 99 | | % | | | | $ | 36,434 | | | | |

| YUM | | | | | | 63,285 | | | | | | 72 | | % | | | | 155 | | | | | | 97 | | % | | | | $ | 68,295 | | | | |

Through our Recipe for Good Growth we strive to grow iconic restaurant brands around the world that are loved by our customers, trusted everywhere we operate and connected through teamwork, technology and our global scale.

These three ideas - being loved, trusted and connected - guide how we operate across our global system and engage with our customers, teams and communities:

As we enter into 2026, we intend to drive the next chapter of growth for YUM by Raising the B.A.R. through three clear priorities that reflect bold aspirations and a commitment to industry-leading performance:

- Battle for the future consumer by staying relentlessly focused on their needs and wants.

- Accelerate restaurant unit economics for our franchisees and maximize performance of every restaurant, serving as a catalyst for new unit development and keeping our franchise system healthy.

- Reach the full potential of Byte by Yum!

by effectively operating, innovating and expanding our connected platform built by restaurant operators for restaurant operators to unlock its full potential for our franchise partners and our business.

| KFC Division | | | | | | 31,981 | | | | | | 89 | | % | | | | 150 | | | | | | 99 | | % | | | | $ | 34,452 | | | | |

| YUM | | | | | | 61,346 | | | | | | 70 | | % | | | | 156 | | | | | | 98 | | % | | | | $ | 65,466 | | | | |

Through our Recipe for Good Growth we intend to deliver iconic restaurant brands and consistently drive better customer experiences, improved unit economics and higher rates of growth.

Key enablers include accelerated use of digital and technology, increased collaboration and better leverage of our systemwide scale.

This is done through a framework of three pillars: being Loved, Trusted and Connected.

We innovate and elevate our iconic restaurant brands that people trust and champion, resulting in relevant, easy and distinctive brands.

Our unmatched operating capability allows us to recruit and equip the best restaurant operators in the world to deliver great customer experiences.

And our commitment to bold restaurant development drives market and franchise unit expansion with strong economics.

In exchange,

In 2024, we accelerated our technology transformation by integrating our digital and technology teams into a unified global team.

located in the U.S. have been promoted from other positions in our brands’ restaurants and such RGMs often earn pay greater than the average American household income.

| | | | | | | EXCHANGE ACT OF 1934 for the fiscal year ended | | | December 31, [removed: 2024] [added: 2025] | | |

The aggregate market value of the voting stock (which consists solely of shares of Common Stock) held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] computed by reference to the closing price of the registrant’s Common Stock on the New York Stock Exchange Composite Tape on such date was approximately [removed: $37] [added: $41] billion.

The number of shares outstanding of the registrant’s Common Stock as of February 17, [removed: 2025,] [added: 2026,] was [removed: 279,101,936] [added: 276,430,130] shares.

Portions of the definitive proxy statement furnished to shareholders of the registrant in connection with the annual meeting of shareholders to be held on May [removed: 15, 2025,] [added: 14, 2026,] are incorporated by reference into Part III.

The Company has received no written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding the end of its [removed: 2024] [added: 2025] fiscal year and that remain unresolved.

As part of these processes, we conduct cybersecurity due diligence around significant third-party service providers who access our information technology systems before [added: and/or during] their engagement.

We require third-party service providers to promptly notify us of any actual [removed: or suspected] breach impacting our data or operations.

Additionally, we [added: seek to] obtain [removed: Type 1 and Type 2] System and Organization Controls (“SOC”) 2 reports on an annual basis from vendors that host our significant financial applications to aid in our assessment of information security risk associated with our relationship with the host vendor.

The vast majority [removed: (98%)] [added: (97%)] of our restaurants are owned and operated by franchisees who themselves are at risk of cyber-attacks or security incidents.

[removed: In such instances, there] [added: There] is limited direct connectivity between the networks that the Company manages and the networks which our franchisees manage.

We have established minimum information security standards for our franchisees through our Franchise Agreement Policy Manuals and Brand [removed: Standards and those minimum information security standards are in the process of being adopted.][added: Standards.]

[removed: We] [added: As a result, we] have [removed: incurred,] [added: incurred] and may continue to [removed: incur, certain expenses related to this attack, including] [added: incur] expenses [added: relating] to [removed: respond to, remediate and investigate] this [removed: matter.][added: litigation.]

[removed: In addition, several] [added: Several] separate putative class actions have been filed in U.S. federal and state court by current and/or former employees alleging violations of privacy and other rights in connection with the ransomware incident.

Those minimum information security standards are reviewed and updated on a regular basis and franchisees are given time to adjust and comply with changes as they occur.

As of year end [removed: 2024,] [added: 2025,] the Company’s Concepts owned land, building or both for [removed: 362] [added: 514] restaurants worldwide in connection with the operation of our [removed: 1,311] [added: 1,617] Company-owned restaurants.

- The KFC Division owned land, building or both for [removed: 100] [added: 119] restaurants.

- The Taco Bell Division owned land, building or both for [removed: 260] [added: 393] restaurants.

The Company currently also owns land, building or both related to approximately [removed: 425] [added: 400] franchise restaurants that it leases to franchisees and leases land, building or both related to approximately [removed: 200] [added: 225] franchise restaurants that it subleases to franchisees, principally in the U.S., United Kingdom, [removed: Australia] [added: Germany] and [removed: Germany.][added: Australia.]

Leased buildings in Louisville, Kentucky contain the YUM corporate headquarters.

The YUM corporate headquarters and a KFC research facility in Louisville, Kentucky are owned by KFC.

The executive officers of the Company as of February [removed: 19, 2025,] [added: 20, 2026,] and their ages and current positions as of that date are as follows:

[removed: David Gibbs, 61,] [added: Christopher Turner, 51,] is Chief Executive Officer of [removed: YUM] [added: YUM,] a position he has held since [removed: January 2020.][added: October 2025.]

Prior to that, he served as [removed: President and Chief Operating Officer from August 2019 to December 2019, as President,] [added: YUM's] Chief Financial Officer [removed: and Chief Operating Officer from January 2019 to] [added: since] August 2019 and [removed: as President and] [added: YUM's] Chief [removed: Financial] [added: Franchise] Officer [removed: from May 2016 to December 2018.][added: since November 2024.]

Erika Burkhardt, [removed: 51,] [added: 52,] is Chief Legal Officer and Corporate Secretary of YUM.

Aaron Powell, [removed: 53,] [added: 54,] is Chief Executive Officer of Pizza Hut Division, a position he has held since September 2021.

David Russell, [removed: 55,] [added: 56,] is Senior Vice President, Finance and Corporate Controller of YUM.

[removed: Sabir Sami, 57,] [added: Scott Mezvinsky, 50,] is Chief Executive Officer of KFC Division, a position he has held since [removed: January 2022.][added: March 2025.]

Tracy Skeans, [removed: 52,] [added: 53,] is Chief Operating Officer and Chief People & Culture Officer of YUM.

He joined [added: the] Taco Bell [added: brand] in January 2022 as [removed: the Global] Chief Brand Officer.

Prior to his current role, he served as President of Taco Bell North America [added: and International] from [added: December 2023 to February 2025, as President of Taco Bell North America from] September 2023 to [removed: December] [added: November] 2023, as Managing Director of Taco Bell North America from February 2023 to September 2023 and as Global Chief Strategy & Financial Officer for Taco Bell from February 2021 to February 2023.

Ranjith Roy, 45, is Chief Financial Officer of YUM, a position he has held since October 2025.

Prior to that, he was YUM's Chief Strategy Officer and Treasurer.

Before joining YUM in May 2024, he served as Chief Financial Officer of the e-commerce marketplace Goldbelly from May 2021 to May 2024.

Prior to this role he spent 15 years with Goldman Sachs.

Sean Tresvant, 55, is Chief Executive Officer of Taco Bell Division and Chief Consumer Officer of YUM, positions he has held since January 2024 and September 2025, respectively.

Prior to this he was the Global Chief Brand and Strategy Officer of Taco Bell from February 2023 to December 2023.

Prior to these positions, he served as Chief Executive Officer of Pizza Hut Division from January 2015 to April 2016.

From January 2014 to December 2014, Mr. Gibbs served as President of Pizza Hut U.S. Prior to this position, Mr. Gibbs served as President and Chief Financial Officer of Yum!

Restaurants International, Inc. (“YRI”) from May 2012 through December 2013.

Mr. Gibbs served as Chief Financial Officer of YRI from January 2011 to April 2012.

He was Chief Financial Officer of Pizza Hut U.S. from September 2005 to December 2010.

He has informed the Company that he plans to resign as Chief Executive Officer of KFC Division on March 1, 2025.

From January 2020 to December 2021 he served in a dual role as KFC Division Chief Operating Officer and Managing Director of KFC Asia.

Prior to this, from April 2013 to December 2019, he was Managing Director for the KFC Middle East, North Africa, Pakistan and Turkey markets.

Before joining YUM in 2009, Mr. Sami served in various leadership roles at Procter & Gamble, the Coca-Cola Company and Reckitt Benckiser.

Sean Tresvant, 54, is Chief Executive Officer of Taco Bell Division.

In February 2023, he was elevated to Global Chief Brand & Strategy Officer, and in January 2024 he became Chief Executive Officer.

He is also Vice Chairman of the Taco Bell Foundation.

Christopher Turner, 50, is Chief Financial and Franchise Officer of YUM.

He has served as Chief Financial Officer since August 2019 and Chief Franchise Officer since November 2024.

Additionally, the following executive officer of the Company has been appointed:

Scott Mezvinsky, 49, is President of Taco Bell North America and International, a position he has held since December 2023.

Effective March 1, 2025, he will become the Chief Executive Officer of KFC Division.

As of February 17, [removed: 2025,] [added: 2026,] there were [removed: 32,381] [added: 30,435] registered holders of record of the Company’s Common Stock.

In [removed: 2024,] [added: 2025,] the Company declared and paid four cash dividends of [removed: $0.67] [added: $0.71] per share.

In February [removed: 2025,] [added: 2026,] the Company’s Board of Directors declared a dividend of [removed: $0.71] [added: $0.75] per share to be distributed March [removed: 7, 2025,] [added: 6, 2026,] to shareholders of record at the close of business on February [removed: 21, 2025.][added: 20, 2026.]

The following table provides information as of December 31, [removed: 2024,] [added: 2025,] with respect to shares of Common Stock repurchased by the Company during the quarter then ended.

In [removed: May,] [added: May] 2024, our Board of Directors authorized share repurchases of up to $2.0 billion (excluding applicable transaction fees and excise taxes) of our outstanding Common Stock through December 31, 2026.

As of December 31, [removed: 2024,] [added: 2025,] we have remaining capacity to repurchase up to [removed: $1.6] [added: $1.1] billion of Common Stock under this authorization.

This graph compares the cumulative total return of our Common Stock to the cumulative total return of the S&P 500 Index and the S&P 500 Consumer Discretionary Sector Index, a peer group that includes YUM, for the period from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2024.][added: 2025.]

The graph assumes that the value of the investment in our Common Stock and each index was $100 at December 31, [removed: 2019,] [added: 2020,] and that all cash dividends were reinvested.

[removed: ][added: ]

| | | | | | | [removed: 12/31/2019] [added: 12/30/2020] | | | | | | [removed: 12/30/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/30/2022] | | | | | | [removed: 12/30/2022] [added: 12/29/2023] | | | | | | [removed: 12/29/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

| 10/1/25 - 10/31/25 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,238 | |

| 11/1/25 - 11/30/25 | | | | | | 528 | | | | | | $ | 150.06 | | | | | 528 | | | | | | $ | 1,159 | |

| 12/1/25 - 12/31/25 | | | | | | 671 | | | | | | $ | 148.00 | | | | | 671 | | | | | | $ | 1,059 | |

| Total | | | | | | 1,199 | | | | | | $ | 148.91 | | | | | 1,199 | | | | | | | | |

| YUM | | | | | | $ | 100 | | | | | $ | 130 | | | | | $ | 122 | | | | | $ | 127 | | | | | $ | 133 | | | | | $ | 153 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 129 | | | | | $ | 105 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 196 | |

| S&P Consumer Discretionary | | | | | | $ | 100 | | | | | $ | 124 | | | | | $ | 78 | | | | | $ | 112 | | | | | $ | 145 | | | | | $ | 154 | |

| 10/1/24 - 10/31/24 | | | | | | 717 | | | | | | $ | 135.00 | | | | | 717 | | | | | | $ | 1,627 | |

| 11/1/24 - 11/30/24 | | | | | | 24 | | | | | | $ | 133.10 | | | | | 24 | | | | | | $ | 1,623 | |

| 12/1/24 - 12/31/24 | | | | | | 107 | | | | | | $ | 131.77 | | | | | 107 | | | | | | $ | 1,609 | |

| Total | | | | | | 848 | | | | | | $ | 134.54 | | | | | 848 | | | | | | | | |

| YUM | | | | | | $ | 100 | | | | | $ | 110 | | | | | $ | 143 | | | | | $ | 134 | | | | | $ | 140 | | | | | $ | 146 | |

| S&P 500 | | | | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 157 | | | | | $ | 197 | |

| S&P Consumer Discretionary | | | | | | $ | 100 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 104 | | | | | $ | 149 | | | | | $ | 193 | |

| Report of Independent Registered Public Accounting Firm | | | [removed: [56](#i3a138a347a2e4a08a7a0bc726782fa0d_91)] [added: [56](#i2b66f476757a4ac6a58e1f1ac9b7ae34_91)] | | |

| Consolidated Statements of Income | | | [removed: [58](#i3a138a347a2e4a08a7a0bc726782fa0d_94)] [added: [58](#i2b66f476757a4ac6a58e1f1ac9b7ae34_94)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [59](#i3a138a347a2e4a08a7a0bc726782fa0d_97)] [added: [59](#i2b66f476757a4ac6a58e1f1ac9b7ae34_97)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [60](#i3a138a347a2e4a08a7a0bc726782fa0d_100)] [added: [60](#i2b66f476757a4ac6a58e1f1ac9b7ae34_100)] | | |

| Consolidated Balance Sheets | | | [removed: [61](#i3a138a347a2e4a08a7a0bc726782fa0d_103)] [added: [61](#i2b66f476757a4ac6a58e1f1ac9b7ae34_103)] | | |

| Consolidated Statements of Shareholders’ Deficit | | | [removed: [62](#i3a138a347a2e4a08a7a0bc726782fa0d_106)] [added: [62](#i2b66f476757a4ac6a58e1f1ac9b7ae34_106)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [63](#i3a138a347a2e4a08a7a0bc726782fa0d_109)] [added: [63](#i2b66f476757a4ac6a58e1f1ac9b7ae34_109)] | | |

Brands, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows, and shareholders’ deficit for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and] dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As discussed in Note 18 to the consolidated financial statements, the Company has recorded unrecognized tax benefits, excluding associated interest, of [removed: $126] [added: $115] million.

- Performing an independent assessment to identify tax positions that may not be sustained upon examination by the respective [removed: taxing] [added: tax] authority and comparing the results to the Company’s assessment.

[removed: February 19,] [added: | | | | | | |] 2025 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fiscal years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: 2024] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Company sales | | | | | | $ | [removed: 2,552] [added: 2,945] | | | | | $ | [removed: 2,142] [added: 2,552] | | | | | $ | [removed: 2,072] [added: 2,142] | |

| Franchise and property revenues | | | | | | [removed: 3,295] [added: 3,473] | | | | | | [removed: 3,247] [added: 3,295] | | | | | | [removed: 3,096] [added: 3,247] | | |

| Franchise contributions for advertising and other services | | | | | | [removed: 1,702] [added: 1,796] | | | | | | [removed: 1,687] [added: 1,702] | | | | | | [removed: 1,674] [added: 1,687] | | |

| Total revenues | | | | | | [removed: 7,549] [added: 8,214] | | | | | | [removed: 7,076] [added: 7,549] | | | | | | [removed: 6,842] [added: 7,076] | | |

| Company restaurant expenses | | | | | | [removed: 2,120] [added: 2,483] | | | | | | [removed: 1,774] [added: 2,120] | | | | | | [removed: 1,745] [added: 1,774] | | |

| General and administrative expenses | | | | | | [removed: 1,181] [added: 1,262] | | | | | | [removed: 1,193] [added: 1,181] | | | | | | [removed: 1,140] [added: 1,193] | | |

| Franchise and property expenses | | | | | | [removed: 134] [added: 140] | | | | | | [removed: 123] [added: 134] | | | | | | 123 | | |

| Franchise advertising and other services expense | | | | | | [removed: 1,711] [added: 1,799] | | | | | | [removed: 1,683] [added: 1,711] | | | | | | [removed: 1,667] [added: 1,683] | | |

| Refranchising (gain) loss | | | | | | [removed: (34)] [added: (48)] | | | | | | [removed: (29)] [added: (34)] | | | | | | [removed: (27)] [added: (29)] | | |

| Other (income) expense | | | | | | [removed: 34] [added: 2] | | | | | | [removed: 14] [added: 34] | | | | | | [removed: 7] [added: 14] | | |

| Total costs and expenses, net | | | | | | [removed: 5,146] [added: 5,639] | | | | | | [removed: 4,758] [added: 5,146] | | | | | | [removed: 4,655] [added: 4,758] | | |

| Operating Profit | | | | | | [removed: 2,403] [added: 2,574] | | | | | | [removed: 2,318] [added: 2,403] | | | | | | [removed: 2,187] [added: 2,318] | | |

| Investment (income) expense, net | | | | | | [removed: 21] [added: (1)] | | | | | | [removed: (7)] [added: 21] | | | | | | [removed: (11)] [added: (7)] | | |

| Other pension (income) expense | | | | | | [removed: (7)] [added: (2)] | | | | | | [removed: (6)] [added: (7)] | | | | | | [removed: 9] [added: (6)] | | |

| Interest expense, net | | | | | | [removed: 489] [added: 501] | | | | | | [removed: 513] [added: 489] | | | | | | [removed: 527] [added: 513] | | |

| Income before income taxes | | | | | | [removed: 1,900] [added: 2,077] | | | | | | [removed: 1,818] [added: 1,900] | | | | | | [removed: 1,662] [added: 1,818] | | |

| Income tax provision | | | | | | [removed: 414] [added: 518] | | | | | | [removed: 221] [added: 414] | | | | | | [removed: 337] [added: 221] | | |

| Net Income | | | | | | $ | [removed: 1,486] [added: 1,559] | | | | | $ | [removed: 1,597] [added: 1,486] | | | | | $ | [removed: 1,325] [added: 1,597] | |

| Basic Earnings Per Common Share | | | | | | $ | [removed: 5.28] [added: 5.59] | | | | | $ | [removed: 5.68] [added: 5.28] | | | | | $ | [removed: 4.63] [added: 5.68] | |

| Diluted Earnings Per Common Share | | | | | | $ | [removed: 5.22] [added: 5.55] | | | | | $ | [removed: 5.59] [added: 5.22] | | | | | $ | [removed: 4.57] [added: 5.59] | |

| Dividends Declared Per Common Share | | | | | | $ | [removed: 2.68] [added: 2.84] | | | | | $ | [removed: 2.42] [added: 2.68] | | | | | $ | [removed: 2.28] [added: 2.42] | |

| Net Income | | | | | | $ | [removed: 1,486] [added: 1,559] | | | | | $ | [removed: 1,597] [added: 1,486] | | | | | $ | [removed: 1,325] [added: 1,597] | |

| Adjustments and gains (losses) arising during the year | | | | | | [removed: (37)] [added: 77] | | | | | | [removed: 18] [added: (37)] | | | | | | [removed: (84)] [added: 18] | | |

| | | | | | | 77 | | | | | | (37) | | | | | | 89 | | |

| | | | | | | 77 | | | | | | (37) | | | | | | 89 | | |

| | | | | | | 14 | | | | | | (52) | | | | | | (11) | | |

| | | | | | | 11 | | | | | | (39) | | | | | | (10) | | |

| | | | | | | (9) | | | | | | (19) | | | | | | (16) | | |

| | | | | | | (7) | | | | | | (14) | | | | | | (12) | | |

| Fiscal years ended December 31, 2025, 2024 and 2023 | | | | | | | | | | | | | | | | | | | | |

| Net Income | | | | | | $ | 1,559 | | | | | $ | 1,486 | | | | | $ | 1,597 | |

| Acquisitions of franchise restaurants | | | | | | (782) | | | | | | (208) | | | | | | — | | |

| Short-term borrowings, by original maturity | | | | | | | | | | | | | | | | | | | | |

| More than three months – proceeds | | | | | | 89 | | | | | | — | | | | | | — | | |

| More than three months – payments | | | | | | (86) | | | | | | — | | | | | | — | | |

| Three months or less, net | | | | | | — | | | | | | — | | | | | | — | | |

| Fiscal years ended December 31, 2025, 2024 and 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Balance at December 31, 2025 | | | | | | 277 | | | | | | $ | — | | | | | $ | (7,014) | | | | | $ | (311) | | | | | | | | | | | $ | (7,325) | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In the first quarter of 2025, the Company prospectively changed its basis of presentation to round financial figures in the Financial Statements and as presented in the tabular presentations in these Notes to the nearest whole number in millions in all instances.

As a result, some totals and percentages may not recompute based on rounded figures as presented within the Financial Statements and these Notes.

Previously, amounts were presented to ensure that all numbers herein recomputed, resulting in the presentation of certain figures inconsistent with their underlying rounding.

it must be earned, actual levels of past taxable income and known trends and events or transactions that are expected to affect future levels of taxable income.

An impairment charge is recognized based on the excess of an indefinite-lived intangible asset's carrying amount over its fair value.

In 2025 and 2024, we completed restaurant acquisitions from franchisees as detailed below.

In completing our purchase price allocations, we continue to obtain information to assist in determining the fair value of assets acquired and liabilities assumed and the classification of acquired leases during a one-year measurement period subsequent to the acquisition.

Pro forma financial information for the periods prior to acquisition is not presented due to the immaterial impact of the restaurant acquisitions on our Consolidated Financial Statements for both the 2025 and 2024 reporting periods.

The direct transaction costs associated with the acquisitions were expensed as incurred, including $7 million associated with the Taco Bell Southeast U.S. restaurant acquisition in 2025.

Taco Bell Southeast U.S. Restaurant Acquisition

During the fourth quarter of 2025, we completed the acquisition of 128 Taco Bell restaurants across the Southeast U.S. from a franchisee.

The acquisition provides YUM with an opportunity to improve and accelerate Taco Bell profitability, expand strategic leadership within the Taco Bell system and unlock significant unit development in the region.

The purchase price to be allocated for accounting purposes was $666 million, which consisted of cash in the amount of $667 million, offset by the settlement of a net liability of $1 million related to our preexisting contractual relationship with the franchisee.

The components of the preliminary purchase price allocation upon the acquisition dates were as follows:

The Company acquired the operations and related assets of two franchise entities that owned 216 KFC restaurants in the U.K. and Ireland (“KFC U.K. & Ireland”) during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, KFC U.K. & Ireland’s internal control over financial reporting associated with 6% of total assets and 4% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of KFC U.K. & Ireland.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | (37) | | | | | | 89 | | | | | | (84) | | |

| | | | | | | (52) | | | | | | (11) | | | | | | (81) | | |

| | | | | | | (39) | | | | | | (10) | | | | | | (60) | | |

| | | | | | | (19) | | | | | | (16) | | | | | | 133 | | |

| | | | | | | (14) | | | | | | (12) | | | | | | 100 | | |

| Acquisition of KFC U.K. and Ireland restaurants | | | | | | (174) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | |

| Balance at December 31, 2021 | | | | | | 289 | | | | | | $ | — | | | | | $ | (8,048) | | | | | $ | (325) | | | | | | | | | | | $ | (8,373) | | | | | | | | | | |

See the Lease Guarantees section in Note 20.

sufficient to permit the cooperatives to finance their activities without additional subordinated financial support.

Our next fiscal year scheduled to include a 53rd week for our period calendar reporters is 2030.

future levels of taxable income.

segment disclosure requirements through enhanced disclosures about significant segment expenses.

We will continue to obtain information to assist in determining the fair value of net assets acquired during the remaining measurement period.

The pro forma impact on our results of operations if the acquisition had been completed as of the beginning of 2023 would not have been material.

The direct transaction costs associated with the acquisition were also not material and were expensed as incurred.

Russia Invasion of Ukraine

In the first quarter of 2022, as a result of the Russian invasion of Ukraine, we suspended all investment and restaurant development in Russia.

We also suspended all operations of our 70 company-owned KFC restaurants in Russia and began finalizing an agreement to suspend all Pizza Hut operations in Russia, in partnership with our master franchisee.

Further, we pledged to redirect any future net profits attributable to Russia subsequent to the date of invasion to humanitarian efforts.

During the second quarter of 2022, we completed the transfer of ownership of the Pizza Hut Russia business to a local operator.

In April 2023, we completed our exit from the Russian market by selling the KFC business in Russia to Smart Service Ltd., including all Russian company owned KFC restaurants, operating system, and master franchise rights as well as the trademark for the Rostik's brand.

Under the sale and purchase agreement, the buyer agreed to lead the process to rebrand KFC restaurants in Russia to Rostik's and to retain the Company's employees in Russia.

We recorded a charge of $3 million to Other income (expense) during the year ended December 31, 2023 as the write-off of our net investment in KFC Russia, including the related cumulative foreign currency translation losses of $60 million, exceeded the consideration received from the sale which primarily included cash proceeds of $121 million.

Our operating results presented herein reflect revenues from and expenses to support the Russian operations for KFC and Pizza Hut prior to the dates of sale or transfer, within their historical financial statement line items and operating segments.

However, given our decision to exit Russia and our pledge to direct any future net profits attributable to Russia subsequent to the date of invasion to humanitarian efforts, we reclassed the resulting net profits or losses subsequent to that date from the Division segment results in which they were earned to Unallocated Other income (expense).

The termination affects 284 KFC restaurants and 254 Pizza Hut restaurants in Turkey.

There is no impact in Germany from the termination in Turkey.

Due to their scope and size, these costs were not allocated to any of our segment operating results for performance reporting purposes.

Refinancing of Credit Agreement and Long-term Debt Redemptions

On April 26, 2024, certain subsidiaries of the Company completed a refinancing of our Credit Agreement.

See Note 11 for further discussion of the Credit Agreement refinancing.

On February 23, 2022, the Company issued a notice of redemption for April 1, 2022, for $600 million aggregate principal amount of 7.75% YUM Senior Unsecured Notes due in 2025.

The redemption amount was equal to 103.875% of the $600 million aggregate principal amount redeemed, reflecting a $23 million call premium, plus accrued and unpaid interest to the date of redemption.

We recognized the call premium and the write-off of $5 million of unamortized debt issuance costs associated with the notes within Interest expense, net.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Based on our evaluation under the framework in *Internal Control – Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

There were no changes with respect to the Company’s internal control over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended December 31, [removed: 2024.][added: 2025.]

We have excluded from the scope of management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, the operations and related assets of two franchisee entities that owned 216 KFC restaurants in the U.K. and Ireland, which we acquired on April 29, 2024.

The total assets and revenues excluded represented approximately 6% and 4% of the Company's respective consolidated total assets and total revenues as of and for the year ended December 31, 2024.

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of the Company's directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined in Item 408(c) of Regulation S-K, except as follows:

| [removed: David Gibbs / Chief] [added: Scott Mezvinsky /Chief] Executive [removed: Officer] [added: Officer, KFC Division] | | | | | | Rule 10b5-1 trading plan | | | | | | [removed: December 4, 2024] [added: November 10, 2025] | | | | | | [removed: April 30, 2026] [added: January 29, 2027] | | | | | | [removed: 109,716(1)] [added: 5,791(2)] | | | | | | Exercise of Stock Appreciation Rights and Sale of Resulting Shares | | |

[removed: (1)Represents] [added: (2)Represents] the number of shares of common stock underlying the stock appreciation rights awards specified in the plan.

[removed: (3)Represents] [added: (1)Represents] the number of shares of common stock [removed: underlying the restricted stock unit awards and stock appreciation rights awards] specified in the plan.

| Christopher Turner / Chief Executive Officer | | | | | | Rule 10b5-1 trading plan | | | | | | November 14, 2025 | | | | | | January 29, 2027 | | | | | | 3,420(1) | | | | | | Sell Shares of Common Stock | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tracy Skeans/Chief Operating Officer and Chief People & Culture Officer | | | | | | Rule 10b5-1 trading plan | | | | | | December 3, 2024 | | | | | | December 31, 2025 | | | | | | 32,964(2) | | | | | | Sale of Shares/Sale of Resulting Shares from PSU Vesting | | |

| Erika Burkhardt/Chief Legal Officer and Corporate Secretary | | | | | | Rule 10b5-1 trading plan | | | | | | December 3, 2024 | | | | | | September 30, 2025 | | | | | | 1,800(3) | | | | | | Sale of Resulting Shares from RSU Vesting/Exercise of Stock Appreciation Rights and Sale of Resulting shares | | |

(2)Represents 10,434 outstanding shares of common stock and the number shares of common stock to be received upon vesting of the performance share unit awards specified in the plan (assuming maximum performance).

The actual number of shares of common stock to be received and sold following the vesting of the performance share unit awards will depend upon the Company’s performance, dividend equivalent accruals and the number of shares withheld for any taxes.

The actual number of shares of common stock to be received and sold following the exercise of the stock appreciation rights awards will depend upon the appreciation in the value of the stock appreciation rights awards and the number of shares withheld for any taxes.

The actual number of shares of common stock to be received and sold following the vesting of the restricted stock unit awards will depend upon dividend equivalent accruals and the number of shares withheld for any taxes.

Information regarding Section 16(a) compliance, the Audit Committee and the Audit Committee financial expert, the Company’s code of ethics and background of the directors appearing under the captions “Stock Ownership Information,” “Governance of the Company,” “Executive Compensation” and “Item 1: Election of Directors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Information regarding executive and director compensation and the Management Planning and Development Committee appearing under the captions “Governance of the Company” and “Executive Compensation” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Information regarding equity compensation plans and security ownership of certain beneficial owners and management appearing under the captions “Executive Compensation” and “Stock Ownership Information” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Information regarding certain relationships and related transactions and information regarding director independence appearing under the caption “Governance of the Company” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2024.][added: 2025.]

Information regarding principal accountant fees and services and audit committee pre-approval policies and procedures appearing under the caption “Item 2: Ratification of Independent Auditors” is incorporated by reference from the Company’s definitive proxy statement which will be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2024.][added: 2025.]

| Date: | | | February [removed: 19, 2025] [added: 20, 2026] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed on February [removed: 19, 2025,] [added: 20, 2026,] by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ [removed: David Gibbs] [added: Chris Turner] | | | | | | Chief Executive Officer | | | | | |

| [removed: David Gibbs] [added: Chris Turner] | | | | | | (principal executive officer) | | | | | |

| /s/ [removed: Chris Turner] [added: Ranjith Roy] | | | | | | Chief Financial Officer | | | | | |

| [removed: Chris Turner] [added: Ranjith Roy] | | | | | | (principal financial officer) | | | | | |

| 2.1 | | | | | | | | | [Separation and Distribution Agreement, dated as of October 31, 2016, by and among YUM, Yum Restaurants Consulting (Shanghai) Company Limited and Yum China Holdings, Inc., which is incorporated [removed: herein] by reference from Exhibit 2.1 to YUM’s Report on Form 8-K filed on November 3, 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000104106116000097/a16-20742_3ex2d1.htm) | | | | | |

| 3.1 | | | | | | | | | [Restated Articles of Incorporation of YUM, effective May 26, 2011, which is incorporated [removed: herein] by reference from Exhibit 3.1 to YUM’s Report on Form 8-K filed on May 31, 2011.](https://www.sec.gov/Archives/edgar/data/1041061/000104106111000025/exhib3_1.htm) | | | | | |

| 3.2 | | | | | | | | | [Amended and restated Bylaws of YUM, effective November [removed: 12, 2021,] [added: 21, 2025,] which are incorporated [removed: herein] by reference from Exhibit [removed: 3.2] [added: 3.1] to YUM’s Report on Form 8-K filed on November [removed: 17, 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000104106121000058/exhibit32-amended_andxre.htm)] [added: 26, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000120/yum-11212025xex31.htm)] | | | | | |

| 4.1 | | | | | | | | | [Indenture, dated as of May 1, 1998, between YUM and The Bank of New York Mellon Trust Company, N.A., successor in interest to The First National Bank of Chicago, which is incorporated [removed: herein] by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on May 13, 1998.](https://www.sec.gov/Archives/edgar/data/1041061/0001047469-98-019880.txt) | | | | | |

| 4.2 | | | | | | | | | [Indenture, dated as of September 25, 2020 by and between YUM and U.S. Bank National Association, as Trustee, which is incorporated [removed: herein] by reference from Exhibit 4.1 to YUM’s Report on Form 8-K filed on September 25, 2020.](https://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-1.htm) | | | | | |

| 4.2.1 | | | | | | | | | [First Supplemental Indenture, dated as of September 25, 2020 by and between YUM and U.S. Bank National Association, as Trustee, relating to the 3.625% Notes due 2031, which is incorporated [removed: herein] by reference from Exhibit 4.2 to YUM’s Report on Form 8-K filed on September 25, 2020.](https://www.sec.gov/Archives/edgar/data/1041061/000110465920108749/tm2031437d1_ex4-2.htm) | | | | | |

| 4.2.2 | | | | | | | | | [Second Supplemental Indenture, dated as of April 1, 2021, by and between the Company and U.S. Bank National Association, as Trustee, relating to the 4.625% Notes due 2032, which is incorporated [removed: herein] by reference from Exhibit 4.1. to YUM’s Report on Form 8-K filed April 1, 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000110465921045542/tm2111412d1_ex4-1.htm) | | | | | |

| 4.2.3 | | | | | | | | | [Third Supplemental Indenture, dated as of April 1, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee, relating to the 5.375% Notes due 2032, which is incorporated [removed: herein] by reference from Exhibit 4.1. to YUM’s Report on Form 8-K filed April 1, 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000110465922041723/tm2210501d1_ex4-1.htm) | | | | | |

| [removed: 4.3] [added: 19.3] | | | | | | | | | [removed: [Description of Securities registered under Section 12 of the] [added: [YUM! Brands, Inc. Policy Regarding Transactions in YUM!] Securities [removed: Exchange Act of 1934 (Common Stock),] [added: By Directors,] which is incorporated [removed: herein] by reference from Exhibit [removed: 4.2] [added: 19.3] to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106120000015/yum-12312019xex42.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex193.htm)] | | | | | |

| 10.1 | | | | | | | | | [Credit Agreement, dated as of June 16, 2016, by and among Pizza Hut Holdings, LLC, KFC Holding Co., and Taco Bell of America, LLC, as the borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., Fifth Third Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Bookrunners, Barclays Bank PLC, The Bank of Nova Scotia, Cooperatieve Rabobank U.A., New York Branch, and Industrial and Commercial Bank of China Limited, New York Branch, as Co-Documentation Agents and Co-Managers, which is incorporated [removed: herein] by reference from Exhibit 4.1 to YUM’s Quarterly Report on Form 10-Q for the quarter ended June 11, 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000104106116000084/yum-6112016xexx41.htm) | | | | | |

| 10.1.1 | | | | | | | | | [Refinancing Amendment No. 7, dated as of April 26, 2024, to Credit Agreement dated as of June 16, 2016, among Pizza Hut Holdings, LLC, KFC Holding Co. and Taco Bell of America, LLC, as borrowers, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent, Swing Line Lender, an L/C Issuer and Administrative Agent for the Lenders, which is incorporated [removed: herein] by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on April 26, 2024 (including as Annex I thereto a conformed copy of the Credit Agreement reflecting all Amendments through Amendment No. 7).](https://www.sec.gov/Archives/edgar/data/1041061/000110465924053083/tm2412499d1_10-1.htm) | | | | | |

| 10.2† | | | | | | | | | [YUM Director Deferred Compensation Plan, as effective October 7, 1997, which is incorporated [removed: herein] by reference from Exhibit 10.7 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 1997.](https://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt) | | | | | |

| 10.2.1† | | | | | | | | | [YUM Director Deferred Compensation Plan, Plan Document for the 409A Program, as effective January 1, 2023, which is incorporated [removed: herein] by reference from Exhibit 10.2.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1021.htm) | | | | | |

| 10.3† | | | | | | | | | [YUM Executive Incentive Compensation Plan, as effective May 20, 2004, and as Amended through the Second Amendment, as effective May 21, 2009, which is incorporated [removed: herein] by reference from Exhibit A of YUM’s Definitive Proxy Statement on Form DEF 14A for the Annual Meeting of Shareholders held on May 21, 2009.](https://www.sec.gov/Archives/edgar/data/1041061/000104746909003956/a2191762zdef14a.htm#kd16201_yum__brands%2C_inc._exec__kd102173) | | | | | |

| 10.4† | | | | | | | | | [YUM Executive Income Deferral Program, as effective October 7, 1997, and as amended through May 16, 2002, which is incorporated [removed: herein] by reference from Exhibit 10.10 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.](https://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit10.htm) | | | | | |

| 10.4.1† | | | | | | | | | [YUM! Brands Executive Income Deferral Program, Plan Document for the 409A Program, as effective January 1, 2005, and as Amended and Restated as of January 1, 2024, [removed: as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12322024xex1041.htm)] [added: which is incorporated by reference from Exhibit 10.4.1 to YUM's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12322024xex1041.htm)] | | | | | |

| 10.5.1† | | | | | | | | | [The Yum! Brands, Inc. Pension Equalization Plan, Restated Plan Document for the 409A Program effective January 1, 2005, and as Amended and Restated as of January 1, 2023, which is incorporated [removed: herein] by reference from Exhibit 10.5.1 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex1051.htm) | | | | | |

| 10.6† | | | | | | | | | [Form of Directors’ Indemnification Agreement, which is incorporated [removed: herein] by reference from Exhibit 10.17 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 1997.](https://www.sec.gov/Archives/edgar/data/1041061/0001041061-98-000004.txt) | | | | | |

| 10.7† | | | | | | | | | [Form of Yum! Brands, Inc. Change in Control Severance Agreement, which is incorporated [removed: herein] by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on March 21, 2013.](https://www.sec.gov/Archives/edgar/data/1041061/000104106113000013/exhibit101.htm) | | | | | |

| 10.8† | | | | | | | | | [YUM! Long Term Incentive Plan, as Amended and Restated effective as of May 20, 2016, as incorporated by reference from [added: Appendix A to YUM's Definitive Proxy Statement on] Form DEF 14A filed on April 8, 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000130817916000328/lyum2016_def14a.htm) | | | | | |

| [removed: 10.9†] [added: 10.10†] | | | | | | | | | [YUM SharePower Plan, as effective October 7, 1997, and as amended through June 23, 2003, which is incorporated [removed: herein] by reference from Exhibit 10.23 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.](https://www.sec.gov/Archives/edgar/data/1041061/000104106106000109/exhibit1023.htm) | | | | | |

| [removed: 10.10†] [added: 10.11†] | | | | | | | | | [Form of YUM Director Stock Option Award Agreement, which is incorporated [removed: herein] by reference from Exhibit 10.25 to YUM’s Quarterly Report on Form 10-Q for the quarter ended September 4, 2004.](https://www.sec.gov/Archives/edgar/data/1041061/000104106104000318/form10q3q04.htm) | | | | | |

| [removed: 10.11.1†] [added: 10.12.1†] | | | | | | | | | [Form of YUM 1999 Long Term Incentive Plan Award Agreement (2015) (Stock Options), which is incorporated [removed: herein] by reference from Exhibit 10.15.2 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.](https://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-1227x2014xex10152.htm) | | | | | |

| [removed: 10.11.2†] [added: 10.12.2†] | | | | | | | | | [Form of YUM Long Term Incentive Plan Global YUM! Non-Qualified Stock Option Agreement (2019), which is incorporated [removed: herein] by reference from Exhibit 10.11.3 to YUM’s Quarterly Report on Form 10-Q filed on May 8, 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10113.htm) | | | | | |

| [removed: 10.12†] [added: 10.13†] | | | | | | | | | [Yum! Brands, Inc. International Retirement Plan, as in effect January 1, 2005, which is incorporated [removed: herein] by reference from Exhibit 10.27 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 25, 2004.](https://www.sec.gov/Archives/edgar/data/1041061/000104106105000102/finalform10k.htm) | | | | | |

| [removed: 10.13.1†] [added: 10.14.1†] | | | | | | | | | [Form of YUM 1999 Long Term Incentive Plan Award Agreement (2015) (Stock Appreciation Rights), which is incorporated [removed: herein] by reference from Exhibit 10.18.2 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.](https://www.sec.gov/Archives/edgar/data/1041061/000104106115000007/yum-12272014xex10182.htm) | | | | | |

| [removed: 10.13.2†] [added: 10.14.2†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global YUM! Stock Appreciation Rights Agreement (2019), which is incorporated [removed: herein] by reference from Exhibit 10.13.3 to YUM’s Quarterly Report on Form 10-Q filed on May 8, 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum-3312019xex10133.htm) | | | | | |

| [removed: 10.13.3†] [added: 10.14.3†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global YUM! Stock Appreciation Rights Agreement (2024), which is incorporated [removed: herein] by reference from Exhibit 10.3 to YUM’s Quarterly Report on Form 10-Q filed on May 7, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000020/yum-3312024xex103.htm) | | | | | |

| [removed: 10.13.4†] [added: 10.14.4†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2019), which is incorporated [removed: herein] by reference from Exhibit 10.20 to YUM’s Quarterly Report on Form 10-Q filed on May 8, 2019.](https://www.sec.gov/Archives/edgar/data/1041061/000104106119000018/yum3312019-ex1020.htm) | | | | | |

| [removed: 10.13.5†] [added: 10.14.5†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2022), as effective February 11, 2022, which is incorporated [removed: herein] by reference from Exhibit 10.13.5 to YUM’s Quarterly Report on Form 10-Q filed on May 10, 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106122000019/yum-3312022xex10135.htm) | | | | | |

| [removed: 10.13.6†] [added: 10.14.6†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2023), as effective February 10, 2023, which is incorporated [removed: herein] by reference from Exhibit 10.13.5 to YUM's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/1041061/000104106123000009/yum-12312022xex10135.htm) | | | | | |

| [removed: 10.13.7†] [added: 10.14.7†] | | | | | | | | | [Yum! Brands, Inc. Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement (2024), as effective February 9, 2024, which is incorporated [removed: herein] by reference from Exhibit 10.2 to YUM’s Quarterly Report on Form 10-Q filed on May 7, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000020/yum-3312024xex102.htm) | | | | | |

| [removed: 10.13.8†] [added: 10.14.9†] | | | | | | | | | [Yum! [removed: Brands,] [added: Brands] Inc. Long Term Incentive Plan Form of Global Performance Share Unit Agreement [removed: (2021),] [added: (2024),] which is incorporated [removed: herein] by reference from Exhibit [removed: 10.20] [added: 10.4] to YUM’s Quarterly Report on Form 10-Q filed on May [removed: 5, 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000104106121000022/yum-3312021xex1020.htm)] [added: 7, 2024.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000020/yum-3312024xex104.htm)] | | | | | |

| [removed: 10.13.9†] [added: 10.14.8†] | | | | | | | | | [Yum! Brands Inc. Long Term Incentive Plan Form of Global Performance Share Unit Agreement (2023), which is incorporated [removed: herein] by reference from Exhibit 10.26 to YUM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/1041061/000104106124000011/yum-12312023xex10261.htm) | | | | | |

| By: | | | /s/ Chris Turner | | |

| 4.3 | | | | | | | | | [Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Common Stock), as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106126000084/yum-12312025xex43.htm) | | | | | |

| 10.9† | | | | | | | | | [YUM! Brands, Inc. 2025 Long Term Incentive Plan, effective as of May 15, 2025, which is incorporated by reference from Appendix A to YUM's Definitive Proxy Statement on Form DEF 14A filed on April 4, 2025.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1041061/000095017025051113/yum-20250403.htm#executive_compensation) | | | | | |

| 10.14.10† | | | | | | | | | [Yum! Brands, Inc. 2025 Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement – Three Year Cliff Vesting (2025), as effective May 20, 2025, which is incorporated by reference from Exhibit 10.2 to YUM’s Quarterly Report on Form 10-Q filed on August 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000057/yum-6302025xex102.htm) | | | | | |

| 10.14.11† | | | | | | | | | [Yum! Brands, Inc. 2025 Long Term Incentive Plan Form of Global Restricted Stock Unit Agreement – Sign on (2025), as effective May 20, 2025, which is incorporated by reference from Exhibit 10.3 to YUM’s Quarterly Report on Form 10-Q filed on August 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000057/yum-6302025xex103.htm) | | | | | |

| 10.27† | | | | | | | | | [Separation Agreement, General Release and Covenant Not to Sue, dated as of August 13, 2024, and revised as of August 16, 2024, by and between Yum Restaurant Services Group, LLC and Scott Catlett, which is incorporated by reference from Exhibit 10.1 to YUM’s Quarterly Report on Form 10-Q filed on May 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000025/yum-3312025xex101.htm) | | | | | |

| 10.27.1† | | | | | | | | | [Amendment to Separation Agreement, General Release and Covenant Not to Sue, executed July 5, 2025, by and between Yum Restaurant Services Group, LLC and Scott Catlett, which is incorporated by reference from Exhibit 10.4 to YUM’s Quarterly Report on Form 10-Q filed on November 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000109/yum-9302025xex104.htm) | | | | | |

| 10.28† | | | | | | | | | [CEO Offer Letter dated June 13, 2025, between the Company and Christopher Turner, which is incorporated by reference from Exhibit 10.5 to YUM’s Quarterly Report on Form 10-Q filed on August 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000057/yum-6302025xex105.htm) | | | | | |

| 10.30† | | | | | | | | | [Chief Consumer Officer Offer Letter dated August 28, 2025, between Yum Restaurant Services Group, LLC and Sean Tresvant, which is incorporated by reference from Exhibit 10.6 to YUM’s Quarterly Report on Form 10-Q filed on November 7, 2025.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000109/yum-9302025xex106.htm) | | | | | |

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| By: | | | /s/ David Gibbs | | |

| /s/ Keith Barr | | | | | | Director | | | | | |

| Keith Barr | | | | | | | | | | | |

| 10.20 | | | | | | | | | [Guarantee and Collateral Agreement, dated as of May 11, 2016, by Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC and Taco Bell Franchisor Holdings, LLC in favor of Citibank, N.A., which is incorporated herein by reference from Exhibit 10.2 to YUM’s Report on Form 8-K filed on May 16, 2016.](https://www.sec.gov/Archives/edgar/data/1041061/000110465916121437/a16-11235_1ex10d2.htm) | | | | | |

| 10.21 | | | | | | | | | [Amended and Restated Management Agreement, dated as of August 19, 2021, by and between Taco Bell Funding, LLC, as issuer, Taco Bell Franchise Holder 1, LLC, Taco Bell Franchisor, LLC, Taco Bell IP Holder, LLC, Taco Bell Franchisor Holdings, LLC and Taco Bell Corp., as manager, and Citibank, N.A. as trustee, which is incorporated herein by reference from Exhibit 10.3 to YUM’s Report on Form 8-K filed on August 25, 2021.](https://www.sec.gov/Archives/edgar/data/1041061/000110465921109373/tm2124137d2_ex10-3.htm) | | | | | |

| 19.3 | | | | | | | | | [YUM! Brands, Inc. Policy Regarding Transactions in YUM! Securities By Directors, as attached herein.](https://www.sec.gov/Archives/edgar/data/1041061/000104106125000013/yum-12312024xex193.htm) | | | | | |