Item 5. Other Information
Item 5. Other Information
Securities Trading Plans
During the three months ended September 30, 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:
Name/Title Type of Plan Adoption Date End Date Aggregate Number of
Securities to be Sold Plan Description
Tracy Skeans / Chief Operating Officer & Chief People Officer
Rule 10b5-1 trading plan August 18, 2025 January 30, 2026 51,106 (1)
Exercise of Stock Appreciation Rights
and Sale of Resulting Shares
(1) Represents the number of shares of common stock underlying the stock appreciation rights awards specified in the plan. The actual number of shares of common stock to be received and sold following the exercise of the awards will depend upon the appreciation in the value of the awards and the number of shares withheld for any taxes.
47
Item 6. Exhibits
(a) Exhibit Index
Exhibit No. Exhibit Description
3.1 Amended and Restated Bylaws of Yum! Brands, Inc., as amended, effective August 22, 2025, which is incorporated herein by reference from Exhibit 3.2 to YUM’s Report on Form 8-K filed on August 28, 2025.
10.1 Second Amended and Restated Base Indenture, dated as of September 24, 2025, by and between Taco Bell Funding, LLC, as issuer, and Citibank, N.A., as trustee and the Series 2025-1 securities intermediary, which is incorporated herein by reference from Exhibit 10.1 to YUM’s Report on Form 8-K filed on September 30, 2025.
10.2 Series 2025-1 Supplement to Second Amended and Restated Base Indenture, dated as of September 24, 2025, by and between Taco Bell Funding, LLC, as issuer, and Citibank, N.A., as trustee and Series 2025-1 securities intermediary, which is incorporated herein by reference from Exhibit 10.2 to YUM’s Report on Form 8-K filed on September 30, 2025.
10.3 Second Amended and Restated Management Agreement, dated as of September 24, 2025, by and among 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 September 30, 2025.
10. 4† 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, as attached herein.
10. 5†
Special Advisor Offer Letter to David Gibbs, dated September 23, 2025, between the Company and David Gibbs, as attached herein.
10.6†
Chief Consumer Officer Offer Letter to Sean Tresvant, dated August 28, 2025, between Yum Restaurant Services Group, LLC and Sean Tresvant, as attached herein.
15 Letter from KPMG LLP regarding Unaudited Interim Financial Information (Acknowledgement of Independent Registered Public Accounting Firm).
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
† Indicates a management contract or compensatory plan.
48
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, duly authorized officer of the registrant.
YUM! BRANDS, INC.
(Registrant)
Date: November 7, 2025 /s/ David Russell
Senior Vice President, Finance and Corporate Controller
(Principal Accounting Officer)
49