What is the purpose of the transaction disclosed in this 8-K?

Yum! Brands announced its intention to refinance its Series 2016-1 Class A-2-III Fixed Rate Senior Secured Notes by issuing a new series of notes under its existing securitization financing facility.

How large is the planned refinancing?

The new series of notes is expected to comprise $1.0 billion of senior term notes, and the filing states the proceeds will repay the 2016-1 Class A-2-III Notes, cover transaction-related expenses, and fund general corporate purposes.

Which notes are affected, and which remain outstanding?

The Series 2016-1 Class A-2-III Notes, with an approximate balance of $938 million as of June 30, 2025, are the notes to be refinanced. The Series 2018-1 Class A-2-II Notes and the Series 2021-1 Class A-2-I, A-2-II, and A-2-III Notes will remain outstanding.

Is the refinancing certain to close?

No. The company states there can be no assurance regarding the timing of a refinancing transaction, the interest rate at which the notes would be refinanced, or that a refinancing transaction will be completed.

Can the new notes be purchased by any investor?

The New Notes will be offered only to qualified institutional buyers in the United States under Rule 144A and to persons outside the United States under Regulation S. They have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an exemption.

YUM 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed September 3, 2025. Cited figures are marked; the original filing is the authoritative source.

Yum!

Brands, Inc. filed this Form 8-K dated September 3, 2025 under Item 8.01 (Other Events) to disclose that it issued a press release announcing its intention to refinance certain notes issued under its existing securitization financing facility. The filing is a routine financing disclosure rather than a results or strategy announcement. The press release (Exhibit 99.1) states that the company intends to refinance its Series 2016-1 Class A-2-III Fixed Rate Senior Secured Notes, issued by a wholly-owned subsidiary of Taco Bell Corp. and securitizing Taco Bell's U.S. franchise royalties, with a new series of notes expected to total $1.0 billion^a of senior term notes.

As of June 30, 2025, the outstanding balances were approximately $938 million^b for the Series 2016-1 Class A-2-III Notes, $595 million for the Series 2018-1 Class A-2-II Notes, $884 million for the Series 2021-1 Class A-2-I Notes, $590 million for the Series 2021-1 Class A-2-II Notes, and $737 million for the Series 2021-1 Class A-2-III Notes. Net proceeds from the New Notes are intended to repay the 2016-1 notes, cover transaction-related expenses, and fund general corporate purposes, while the other four series will remain outstanding. The company states there is no assurance on the timing, interest rate, or completion of the transaction.

The New Notes will be offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. The press release is not an offer to sell securities.

02—Key points

Key Highlights

Yum! Brands intends to refinance Series 2016-1 Class A-2-III Notes, issued by a Taco Bell Corp. subsidiary and secured by Taco Bell's U.S. franchise royalties.
Planned New Notes are expected to comprise $1.0 billion of senior term notes issued under the existing securitization financing facility.
Net proceeds are intended for repaying the 2016-1 notes, transaction-related expenses, and general corporate purposes.
As of June 30, 2025, the 2016-1 Class A-2-III Notes balance was approximately $938 million.
Four other securitization note series (2018-1 Class A-2-II and 2021-1 Class A-2-I, A-2-II, A-2-III) totaling roughly $2.8 billion as of June 30, 2025 will remain outstanding.
The company cautions there is no assurance regarding timing, the refinancing interest rate, or that the transaction will be completed.
The New Notes are not registered under the Securities Act and will be sold only to qualified institutional buyers or non-U.S. persons.

03—Questions

Frequently Asked Questions

What is the purpose of the transaction disclosed in this 8-K?
Yum! Brands announced its intention to refinance its Series 2016-1 Class A-2-III Fixed Rate Senior Secured Notes by issuing a new series of notes under its existing securitization financing facility.
How large is the planned refinancing?
The new series of notes is expected to comprise $1.0 billion of senior term notes, and the filing states the proceeds will repay the 2016-1 Class A-2-III Notes, cover transaction-related expenses, and fund general corporate purposes.
Which notes are affected, and which remain outstanding?
The Series 2016-1 Class A-2-III Notes, with an approximate balance of $938 million as of June 30, 2025, are the notes to be refinanced. The Series 2018-1 Class A-2-II Notes and the Series 2021-1 Class A-2-I, A-2-II, and A-2-III Notes will remain outstanding.
Is the refinancing certain to close?
No. The company states there can be no assurance regarding the timing of a refinancing transaction, the interest rate at which the notes would be refinanced, or that a refinancing transaction will be completed.
Can the new notes be purchased by any investor?
The New Notes will be offered only to qualified institutional buyers in the United States under Rule 144A and to persons outside the United States under Regulation S. They have not been registered under the Securities Act and may not be offered or sold in the U.S. absent registration or an exemption.

04—Continue

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