DEF 14A of Yum Brands Inc, Apr 3, 2026

DEF 14A of Yum Brands Inc

Filed Apr 3, 2026 · FY20250001193125-26-142078

Open on EDGAR

  1. VOTING

    | | Brian C. Cornell | Director Since 2015 | | | | Background Brian C. Cornell joined the YUM Board in 2015 and has served as Non-Executive Chair since November 2018. Mr. Cornell previously served as Chief Executive Officer of Target Corporation, a general merchandise retailer, until February 1, 2026, a position he held since August 2014. Mr. Cornell also previously served as the Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as the Chief Executive Officer and President of Sam’s Club, a division of Wal-Mart Stores, Inc. and as an Executive Vice President of Wal-Mart Stores, Inc. He has been a Director of Target Corporation since 2014. He has previously served as a Director of Home Depot, OfficeMax, Polaris Industries Inc., Centerplate, Inc. and Kirin-Tropicana, Inc. Specific Qualifications, Experience, Skills and Expertise: ▪ Operating and management experience, including as Chair and Chief Executive Officer of a merchandise retailer ▪ Expertise in strategic planning, retail business, branding and corporate leadership ▪ Public company directorship experience and committee experience | Other Public Companies ▪ Target Corporation Committees ▪ Management Planning and Development ▪ Nominating and Governance |

  2. VOTING

    | | Mirian M. Graddick-Weir | Director Since 2012 | | | | Background Mirian M. Graddick-Weir retired as Executive Vice President of Human Resources for Merck & Co., Inc., a pharmaceutical company, in November 2018. She had held that position since 2008. From 2006 until 2008, she was Senior Vice President of Human Resources of Merck & Co., Inc. Prior to this position, she served as Executive Vice President of Human Resources of AT&T Corp. from 2001 to 2006. Ms. Graddick-Weir has served as a director of Booking Holdings, Inc. since June 2018. Specific Qualifications, Experience, Skills and Expertise: ▪ Management experience, including as Executive Vice President of human resources for a pharmaceutical company ▪ Expertise in global human resources, corporate governance and public company compensation ▪ Public company directorship and committee experience | Other Public Companies ▪ Booking Holdings, Inc. Committees ▪ Management Planning and Development ▪ Nominating and Governance, Chair |

  3. How are directors compensated?

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | (a) | (b) | (c) | (e) | (f) | | Alves, Paget | — | 310,000 | — | 310,000 | | Barr, Keith | — | 280,000 | 10,000 | 290,000 | | Biggs, M. Brett | — | 280,000 | 3,268 | 283,268 | | Connor, Christopher | — | 300,000 | — | 300,000 | | Cornell, Brian | — | 450,000 | — | 450,000 | | Domier, Tanya | — | 280,000 | | 280,000 | | Doniz, Susan | — | 280,000 | — | 280,000 | | Graddick-Weir, Mirian | — | 300,000 | — | 300,000 | | Nelson, Thomas | — | 280,000 | — | 280,000 | | Skala, Justin | — | 280,000 | 10,000 | 290,000 | | Young-Scrivner, Annie | — | 280,000 | — | 280,000 |

  4. Our Performance-Based Executive Compensation Program Attracts and Retains Strong Leaders and Closely Aligns with Our Shareholders’ Interests

    The Accountability Board, Inc. (TAB) has advised us that it intends to present the following shareholder proposal at the Annual Meeting. We will furnish the address and share ownership of the proponents upon request. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by the proponents. We are not responsible for the content of the proposal or any inaccuracies it may contain. RESOLVED: Shareholders ask the Board to take the steps necessary to amend the governing documents, to give shareholders with an aggregate of 10% or more of outstanding common stock the power to call special meetings of shareholders. SUPPORTING STATEMENT: In 2010, a similar shareholder proposal asking that YUM give shareholders of 10% of outstanding stock the power to call special meetings passed with over 55% of the vote. The Board chose not to implement it though, and instead, adopted an amendment giving holders of 25% of the outstanding shares the right to call special meetings – more than doubling the threshold shareholders had specifically called for. It’s concerning that YUM (A) didn’t seek to implement the approved proposal, (B) chose instead to adopt a much higher threshold, and (C) has since maintained that higher threshold. In opposing the 10% proposal, the Board rejected the very notion of shareholders being able to call special meetings, saying the power to control the timing of such meetings “should remain in the hands of the Board.” The next year, in seeking approval of its amendment, the Board changed its tune, claiming that it “supports the concept” of shareholders being able to request special meetings. However, it dismissed shareholders’ request by claiming that “a 25% threshold strikes a better balance than a 10% threshold” in terms of enhancing shareholder rights while mitigating the risk of abuse. We believe the Board was wrong to reject the concept initially—and wrong about the threshold. Indeed, 10% is widely recognized as appropriate. In fact, looking just at other companies where YUM directors have served, we note that with governance committee member Brian Cornell as its Board Chair, Target calls its 10% threshold one of its “corporate governance highlights.” Similarly, with director Brett Biggs on its Board, Adobe calls its (10% threshold) special meeting right one of its “governance highlights.” With director Keith Barr on its Board, MGM touted its 10% threshold as part of its “longstanding commitment to the highest standards of corporate governance,” and called it one of its governance “highlights.” And with director Chris Connor on its Board (and governance committee), Eaton said its governance practices help ensure it does business “right,” and touted that “holders of 10% of the outstanding stock may call a special meeting of shareholders.” While the need to call special shareholder meetings is rare, the ability of shareholders to do so without unreasonable barriers provides a critical accountability tool. Because they can involve substantial resources, a reasonable threshold certainly should be required to exercise the right; and based on YUM’s size and shareholder composition, we believe 10% offers a meaningful right while mitigating the risk of abuse. Indeed, the threshold was reasonable when shareholders approved it in 2010, and it’s reasonable now. Implementation would enhance YUM’s governance and finally align it with what shareholders called for more than a decade and a half ago. Thank you. What is the Company’s Position Regarding this Proposal?

  5. C. Compensation Philosophy

    | | Pay Element | | | | Objective | Base Salary | Annual Performance-Based Cash Bonuses | Long-Term Equity Performance-Based Incentives | | Attract and retain the best talent to achieve superior shareholder results—To be consistently better than our competitors, we need to recruit and retain superior talent — individuals who are able to drive superior results. We have structured our compensation programs to be competitive and to motivate and reward high performers. | ü | ü | ü | | Reward performance—The majority of NEO pay is performance-based and therefore at risk. We design pay programs that incorporate team and individual performance goals that lead to shareholder return. | | ü | ü | | Emphasize long-term value creation—Our belief is simple: if we create value for shareholders, then we share a portion of that value with those responsible for the results. | | | ü | | Drive ownership mentality—We require executives to invest in the Company’s success by owning a substantial amount of Company stock. | | | ü |

  6. 2025 Compensation Highlights

    2025 Compensation Highlights ▪ Compensation. In January 2025, the Committee made the following decisions and took the following actions: ▪ The Committee continued to set our CEO target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) at a level between the 50th and 75th percentiles of our Executive Peer Group (defined at page 54) for the CEO role; and ▪ The Committee continued to set the equity mix for our NEOs’ annual long-term incentive awards at 25% stock appreciation rights (“SARs”), 25% restricted stock units (“RSUs”) and 50% performance share units (“PSUs”). ▪ PSU Awards. In February 2025, the Committee certified that our 2022 PSU awards paid out at 111% of target, based on Company System Sales Growth of 6.9%, Core Operating Profit Growth of 9.1% and Total Shareholder Return (“TSR”) at the 49th percentile compared to the S&P 500 Consumer Discretionary Index for the 2022-2024 performance period (see discussion of PSUs at page 45). ▪ Say on Pay. At our May 2025 Annual Meeting of Shareholders, shareholders approved our “Say on Pay” proposal in support of our executive compensation program, with greater than 90% of votes cast in favor of the proposal. ▪ Adopted New Long-Term Incentive Plan ("LTIP"). In May 2025, following Board and shareholder approval, we implemented a new LTIP, which authorized approximately 19,000,000 shares for issuance. The LTIP is designed to attract and retain a top talent pool, motivate LTIP participants to achieve long-range goals and provide incentive compensation opportunities that are competitive with those of other similar companies. We remain committed to granting equity awards prudently, within reasonable limits, and subject to performance- and service-based vesting requirements in order to incentivize long-term performance and align the interests of the LTIP participants with our shareholders. Shareholder Outreach. We continued our robust shareholder outreach program to better understand our investors’ opinions on our compensation practices and to respond to their questions. Committee and management team members from human resources/compensation, investor relations, government affairs, sustainability and legal continued to be directly involved in engagement efforts during 2025 that served to reinforce our open-door policy. The efforts included contacting our largest 35 shareholders, representing ownership of greater than 60% of our outstanding shares (discussed further on page 52).

  7. E. Relationship between Company Pay and Performance for the CEO

    | CEO Target Pay Mix–2025 | CEO Total Direct Compensation | | | The Committee sets the CEO’s target for total direct compensation (i.e., base salary, annual performance-based cash bonus, and long-term equity incentives) taking into account Company performance, the CEO’s performance, time in role, other job-related factors and the range of market practices of our Executive Peer Group. Long-term equity incentives include stock appreciation rights (SARs), restricted stock units (RSUs) and performance share units (PSUs). The Committee was satisfied with Company results and the leadership of Mr. Gibbs in 2024 and expected that the Company would continue to build on that momentum in 2025. In January 2025, Mr. Gibbs’ target total direct compensation was set between the 50th and 75th percentiles of our Executive Peer Group and approximately 78% of Mr. Gibbs' target total direct compensation was in the form of long-term equity incentive compensation. |

  8. E. Relationship between Company Pay and Performance for the CEO

    (1) Core Operating Profit Growth is a measure of results of operations for the purpose of evaluating performance against targets set under our YUM Leaders’ Bonus Program and the annual PSU grants in 2025, 2024 and 2023. See pages 31-32 and 36-38 in Item 7 of YUM’s Form 10-K for the fiscal year ending on December 31, 2025 for a discussion of Core Operating Profit in 2025. Core Operating Profit Growth as referenced above excludes the impact of foreign currency translation, the impact of the 53rd week in 2024, and the impact of lapping the 53rd week in 2025. (2) System Sales Growth is a measure in annual PSU grants awarded in 2023, 2024 and 2025 and excludes the impact of foreign currency translation, the impact of the 53rd week in 2024, and the impact of lapping the 53rd week in 2025. (3) Total Shareholder Return is calculated as the change in YUM share price from the beginning of the respective year until year-end, adjusted for dividends paid.

  9. E. Relationship between Company Pay and Performance for the CEO

    | Element | Objective | Form | | Base salary | Attract and retain high-caliber talent and provide a fixed level of cash compensation | Cash | | Annual Performance-Based Cash Bonuses | Motivate high performance and reward short-term Company, team and individual performance | Cash | | Long-Term Equity Performance-Based Incentives | Align the interests of executives with shareholders and emphasize long-term results | SARs, RSUs & PSUs | | Retirement and Additional Benefits | Provide for long-term retirement income and basic health and welfare coverage | Various |

  10. Team Performance

    Team Performance The Committee carefully established final team performance measures, targets and weights in the first quarter of 2025, following an extensive review of these items in August and November 2024 and January 2025, after receiving input and recommendations from management. The team performance targets were also reviewed by the Committee to ensure that the goals support the Company’s overall strategic objectives. The performance targets were developed through the Company’s annual financial planning process, which takes into account the growth strategies, historical performance, and the expected future operating environment of the KFC, Pizza Hut, Taco Bell and Habit Burger & Grill divisions (each, a “Division”). When setting targets for each specific team performance measure, the Company takes into account overall business goals and structures targets designed to motivate achievement of desired performance consistent with our growth commitment to shareholders. A leverage formula for each team performance measure magnifies the potential impact that performance above or below the performance target will have on the calculation of the annual bonus. This leverage increases the payouts when targets are exceeded and reduces payouts when performance is below target. There is a threshold level of performance for all measures that must be met in order for any bonus to be paid, absent the use of discretion by the Committee in extraordinary circumstances. These minimum threshold performance targets are set forth in the Team Performance table that follows. Additionally, all measures have a cap on the level of performance over which no additional bonus will be paid regardless of performance above the cap. The maximum performance cap for each measure is also set forth in the Team Performance table below. The Committee may approve adjustments to Division targets or may exclude certain pre-established items from the financial results used to determine the annual bonus when doing so is consistent with the objectives and intent at the time the targets were originally set, in order to focus executives on the fundamentals of the Company’s underlying business performance. As part of the 2025 target-setting process, the Committee decided that KFC, Pizza Hut, Taco Bell, Habit Burger & Grill and/or YUM Operating Profit Growth performance for 2025 annual incentive purposes should be measured adjusting for certain factors that were not considered indicative of underlying business performance for the year. These factors included amounts associated with Special Items(1) and foreign currency translation. (1) See pages 32 and 36 of YUM’s Form 10-K for the fiscal year ending on December 31, 2025 for a discussion of Special Items.

  11. Individual Performance

    Individual Performance Each NEO’s individual performance factor is determined by the Committee based upon its subjective determination of the NEO’s individual performance for the year, including consideration of specific objective individual performance goals set at the beginning of the year. Performance categories considered by the Committee include the NEO’s performance in: Fostering Unrivaled Culture and Talent; Driving Bold Restaurant Development; Building Relevant, Easy and Distinctive Brands; Developing Unmatched Operating Capability; Driving ESG Progress in Key Areas of People, Food and Planet; and Delivering on Shareholder Promises. The Committee’s determinations with respect to the individual performance of our NEOs is set forth below from pages 45 to 51. C. Long-Term Equity Incentives (Performance- and Time-Based) We provide performance- and time-based equity awards weighted 75% and 25% respectively to our NEOs. These awards are designed to encourage long-term decision making that creates shareholder value, as well as to foster retention of executive talent. We use equity vehicles that motivate and balance the tradeoffs between short-term and long-term performance. Our NEOs are awarded long-term incentives annually based on the Committee’s subjective assessment of the following items for each NEO (without assigning weight to any particular item): ▪ Prior year individual and team performance ▪ Expected contribution in future years ▪ Consideration of the market value of the executive’s role compared with similar roles in our Executive Peer Group ▪ Retention considerations ▪ Achievement of stock ownership guidelines

  12. Equity Mix

    Equity Mix Each year, the Committee reviews the mix of long-term incentives. For 2025, the Committee continued to choose SAR, RSU and PSU awards, because these equity vehicles focus and reward management for enhancing long-term shareholder value, thereby aligning our NEOs with the interests of our shareholders. At the beginning of 2025, the Committee determined a target grant value for each NEO (based on time in role, performance and market practice) and the split of that value between SAR, RSU and PSU grants. For each NEO, the target grant value was allocated 25% to SAR, 25% to RSU and 50% to PSU grants. For each NEO, the breakdown between SAR, RSU and PSU award values can be found under the Summary Compensation Table, page 59 at columns e and f.

  13. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Under our LTIP, we also granted our NEOs RSU awards in 2025. Like SARs, these RSU awards vest ratably over a four-year period at 25% per-year. The Committee believes that having RSUs in the compensation mix is appropriate to incentivize and retain executives and is consistent with shareholder preferences and market practice.

  14. Performance Share Awards

    Performance Share Awards Pursuant to the Performance Share Plan under our LTIP, we granted our NEOs PSU awards in 2025. These PSU awards are earned based on performance against target metrics which include 50% System Sales Growth and 50% Core Operating Profit Growth, with a TSR modifier relative to the S&P 500 Consumer Discretionary Index. The TSR modifier can increase or decrease earned payouts by up to 25% (but cannot result in a payout exceeding 200%). Incorporating System Sales Growth, Core Operating Profit Growth and TSR supports the Company’s pay-for-performance philosophy while diversifying performance criteria by using certain measures not used in the annual bonus plan and aligning our NEOs’ reward with the creation of shareholder value. The target, threshold and maximum number of shares that may be paid under these awards for each NEO are described at page 61. For the performance period covering 2025 – 2027, each NEO will earn a percentage of his or her target PSU award, with 50% of the payout based on System Sales Growth and the other 50% based on Core Operating Profit Growth targets, with a TSR modifier relative to the S&P 500 Consumer Discretionary Index, as set forth in the table below:

  15. Performance Share Awards

    | 50% SYSTEM SALES GROWTH | | | 50% CORE OPERATING PROFIT GROWTH | | TSR RELATIVE TO S&P 500 CONSUMER DISCRETIONARY INDEX | | | 2025-2027 CAGR | Payout % | | 2025-2027 CAGR | Payout % | TSR Percentile Ranking | Modifier % | | 9% | 200% | | 10% | 200% | >79th | 1.250 | | 8% | 150% | + | 9% | 150%X | 60th – 79th | 1.125 | | 7% | 100% | | 8% | 100% | 40th – 59th | 1.000 | | 4% | 35% | | 4% | 35% | 20th – 39th | 0.875 | | <4% | 0% | | <4% | 0% | <20th | 0.750 |

  16. Performance Share Awards

    Dividend equivalents will accrue during the performance period and will be distributed as additional shares but only in the same proportion and at the same time as the original awards are earned. If no shares are earned, no dividend equivalents will be paid. III. 2025 Named Executive Officer Total Direct Compensation and Performance Summary Below is a summary of each of our NEOs’ total direct compensation – which generally includes base salary, annual performance-based cash bonuses, and long-term equity incentives – and an overview of their 2025 performance relative to our annual and long-term incentive performance goals. The process the Committee used to determine each officer’s 2025 compensation is described more fully in “How Compensation Decisions Are Made” beginning on page 52. Because Mr. Gibbs was the Company's CEO for the majority of 2025 and when CEO compensation and goals were set at the beginning of the year, discussion of his 2025 compensation and performance against Committee-approved goals is more expansive relative to Mr. Turner and the other NEOs.

  17. Performance Share Awards

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  18. Performance Share Awards

    CEO Compensation

  19. Performance Share Awards

    | David Gibbs Former Chief Executive Officer |

  20. 2025 Committee Decisions

    the Pizza Hut Division, as well as meaningful enhancements to YUM's supply chain function through a new Global Supply Chain Center of Excellence, which delivered nearly $100 million in savings for franchisees in 2025. Mr. Turner’s individual factor was combined with YUM's team factor of 90 (discussed at page 43) to calculate his annual cash bonus. In January 2025, the Committee made the following determinations with respect to Mr. Turner’s compensation: ▪ Base salary was increased to $1,000,000; ▪ Annual cash bonus target increased to 140% of base salary; ▪ Grant value of annual long-term incentive equity awards was increased to $4,100,000; These adjustments were intended to recognize his performance, time in role and to better align with market compensation norms and internal peer equity. These adjustments positioned Mr. Turner’s 2025 total direct compensation between the 50th and 75th percentiles of the Company’s Executive Peer Group (defined at page 54) for the CFO position. In June, the Committee made the following recommendations with respect to Mr. Turner’s compensation, which were approved by the Board effective October 1, 2025, in connection with his appointment to CEO: ▪ Base salary was increased to $1,100,000 on a prorated basis; ▪ Annual cash bonus target increased to 200% of base salary on a prorated basis; ▪ Additional long-term incentive equity awards of $1,500,000, consisting of SARs (25%), RSUs (25%) and PSUs (50%) covering the 2025-2027 performance period; At this time, the Committee also recommended, and the Board approved, an annual long-term equity incentive award grant value of $10,100,000 for Mr. Turner for the 2026 compensation year to be granted in February 2026 in SARs (25%), RSUs (25%) and PSUs (50%) covering the 2026-2028 performance period. These adjustments were intended to recognize his appointment to the CEO role and better align with market compensation norms, and remained subject to the Committee's ordinary review and annual approval process for NEO compensation in January 2026. These further adjustments positioned Mr. Turner’s 2026 total direct compensation at approximately the 25th percentile of the Company’s Executive Peer Group (defined at page 54) for the CEO role. Other NEO 2025 Total Direct Compensation

  21. 2025 Committee Decisions

    | Ranjith Roy Chief Financial Officer |

  22. 2025 Committee Decisions

    Mr. Roy was appointed as the Company’s CFO effective October 1, 2025, and served as the Company's Chief Strategy Officer and Treasurer prior to his appointment to CFO. The Committee determined that Mr. Roy's performance merited a 115 individual performance factor. The Committee recognized Mr. Roy's leadership in advancing the Company’s strategic planning to encompass long-term goals and growth investments, and strong execution of capital markets transactions in debt refinancing and interest rate hedging. The Committee also commended Mr. Roy's oversight of global M&A where the Company completed strategic acquisitions for Taco Bell, KFC and the expansion of Saucy! by KFC, while also contributing to the assessments that led to the review of strategic options for the Pizza Hut Division. In addition, the Committee highlighted Mr. Roy's success in standardizing sourcing policies across YUM and its brands, driving savings in indirect procurement, and strengthening strategic partnerships with aggregators, beverage providers and technology partners. Mr. Roy’s individual factor was combined with YUM's team factor of 90 (discussed at page 43) to calculate his annual cash bonus. In August 2025, the Committee made the following recommendations with respect to Mr. Roy’s compensation, which were approved by the Board effective October 1, 2025, in connection with his appointment to the CFO position: ▪ Base salary was set at $700,000 on a prorated basis; ▪ Annual cash bonus target set at 100% of base salary on a prorated basis; ▪ Grant value of annual long-term incentive equity awards was set at $1,500,000 (beginning with the 2026 annual grant awards); These adjustments were intended to correlate with his newness in role and to align with market compensation norms and internal peer equity, and remained subject to the Committee's ordinary review and annual approval process for NEO compensation in January 2026.

  23. 2025 Committee Decisions

    | Sean Tresvant Chief Executive Officer, Taco Bell Division and Chief Consumer Officer, YUM |

  24. 2025 Committee Decisions

    2025 Committee Decisions In January 2025, the Committee made the following determinations with respect to Mr. Tresvant’s compensation: ▪ Base salary was increased to $1,000,000; ▪ Annual cash bonus target increased to 140% of base salary; ▪ Grant value of annual long-term incentive equity awards was increased to $4,100,000; These adjustments were intended to recognize his performance and to better align with market compensation norms and internal peer equity. Additionally, in January, the Committee also approved a cliff-vesting retention award of $5,000,000 in RSUs, which will vest 100% at the end of the four-year retention period. When considering the need for this award, the Committee recognized Mr. Tresvant’s exemplary performance leading the Taco Bell Division, the importance of senior leadership retention, the impact of a potential CEO transition within the Company's existing leadership structure and the highly competitive labor market in the large QSR sector, particularly given YUM's reputation for leadership talent. In August, the Committee made the following determinations with respect to Mr. Tresvant’s compensation, effective October 1, 2025 in connection with his appointment to the additional role of Chief Consumer Officer, YUM: ▪ Base salary remained at $1,000,000; ▪ Annual cash bonus target increased to 150% of base salary on a prorated basis; ▪ Grant value of annual long-term incentive equity awards was increased to $5,000,000 (beginning with the 2026 annual grant awards); These adjustments were intended to recognize his performance, appointment to the additional role of YUM Chief Consumer Officer and to better align with market compensation norms and internal peer equity, and remained subject to the Committee's ordinary review and annual approval process for NEO compensation in January 2026.

  25. 2025 Committee Decisions

    2025 Committee Decisions In January 2025, the Committee made the following determinations with respect to Ms. Skeans’ compensation: ▪ Base salary was increased to $1,000,000; ▪ Annual cash bonus target was increased to 140% of base salary; ▪ Grant value of annual long-term incentive equity awards was increased to $4,100,000; These adjustments were intended to recognize Ms. Skeans' performance, time in role and to better align with market compensation norms and internal peer equity. Additionally, in January, the Committee also approved a cliff-vesting retention award grant of $5,000,000 in RSUs, which will vest 100% at the end of the three-year retention period. When considering the need for this award, the Committee recognized Ms. Skeans’ unique role as the head of multiple functions as well as the importance of her position in supporting a seamless CEO transition should one occur within the Company's existing leadership structure. The Committee also considered the highly competitive labor market in the large QSR sector, particularly given YUM's reputation for leadership talent as well as Ms. Skeans' leadership tenure.

  26. 2025 Committee Decisions

    2025 Committee Decisions In January, the Committee made the following determinations with respect to Mr. Powell’s compensation: ▪ Base salary was increased to $1,000,000; ▪ Annual cash bonus target percentage was increased to 140% of base salary; These adjustments were intended to recognize performance in role, incentivize strong results and to better align with market compensation norms and internal peer equity. In October 2025, following the Company’s announcement of the strategic options review for the Pizza Hut Brand, the Committee approved a retention agreement for Mr. Powell designed to provide leadership continuity at Pizza Hut during the strategic options review process and to maximize the effectiveness of that process for the Company and its shareholders. Under the retention agreement, Mr. Powell's base salary and annual cash bonus target percentage remain unchanged for 2026. Mr. Powell is eligible to receive a prorated bonus for 2026 based on his actual individual factor and actual team factor, in the event that prior to December 31, 2026, he is no longer employed with Pizza Hut or the Pizza Hut business is no longer part of the Company. Mr. Powell will not receive annual equity grants for 2026 under the Company’s LTIP. The retention agreement also provides for cash retention bonuses payable upon Mr. Powell’s continued employment through specified dates and the achievement of strategic review milestones. The aggregate payments under the retention agreement may not exceed $6,000,000. IV. Retirement and Other Benefits

  27. Shareholder Outreach, Engagement and 2025 Advisory Vote on NEO Compensation

    Shareholder Outreach, Engagement and 2025 Advisory Vote on NEO Compensation At our 2025 Annual Meeting of Shareholders, greater than 90% of votes cast on our annual advisory vote on NEO compensation were in favor of our NEOs’ compensation program as detailed in our 2025 proxy statement. During 2025, we continued our shareholder outreach program to better understand our investors’ opinions on our compensation practices and respond to their questions. Committee members and management team members from compensation, investor relations and legal continued to be directly involved in engagement efforts that served to reinforce our open-door policy. The efforts included: ▪ Contacting our largest 35 shareholders, representing ownership of more than 60% of our shares; ▪ Dialogue with proxy advisory firms; ▪ Investor road shows and conferences; and ▪ Presenting shareholder feedback to the Committee. Our annual engagement efforts allow many shareholders the opportunity to provide feedback. The Committee carefully considers shareholder and advisor feedback, among other factors discussed in this CD&A, in making its compensation decisions. Shareholder feedback, including the 2025 voting results on NEO compensation, has influenced and reinforced a number of compensation design changes over the years, including: ▪ Added a 50% holding requirement to the stock ownership guidelines applicable to approximately 200 of our senior employees, including the NEOs. ▪ Continued benchmarking of CEO compensation within a range of market values around the median of our Executive Peer Group. ▪ Changed performance metrics under our annual PSU awards (Earnings Per Share and/or TSR in prior years; Core Operating Profit Growth, System Sales Growth and TSR since 2022). ▪ Changed PSU award metrics to include the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index, rather than the average relative to the entire S&P 500. ▪ Beginning in 2022, changed our equity mix for NEOs to 50% PSUs, 25% SARs and 25% RSUs, to better align with business objectives, shareholder preferences and market practice. The Company and the Committee appreciate the feedback from our shareholders and plan to continue these engagement efforts going forward.

  28. Role of the Independent Consultant

    Role of the Independent Consultant The Committee’s charter states the Committee may retain outside compensation consultants, lawyers or other advisors. The Committee retains an independent consultant, Meridian Compensation Partners, LLC (“Meridian”), to advise it on certain compensation matters. The Committee has instructed Meridian that: ▪ it is to act independently of management and at the direction of the Committee; ▪ its ongoing engagement will be determined by the Committee; ▪ it is to inform the Committee of relevant trends and regulatory developments; ▪ it is to provide compensation comparisons based on information that is derived from comparable businesses of a similar size to the Company for the NEOs; and ▪ it is to assist the Committee in its determination of the annual compensation package for our CEO and other NEOs. The Committee considered the following factors, among others, in determining that Meridian is independent of management and its provision of services to the Committee did not give rise to a conflict of interest: ▪ Meridian did not provide any services to the Company unrelated to executive compensation; ▪ Meridian has no business or personal relationship with any member of the Committee or management; and ▪ Meridian’s partners and employees who provide services to the Committee are prohibited from owning YUM stock per Meridian’s firm policy.

  29. Comparator Compensation Data

    Comparator Compensation Data Our Committee evaluates our NEO total target direct compensation levels by comparing them against similarly situated executives at companies that comprise our Executive Peer Group as one of the factors in setting executive compensation. The Executive Peer Group is made up of retail, hospitality, food, nondurable consumer goods companies, specialty eatery and quick service restaurants, as these represent the sectors with which the Company is most likely to compete for executive talent. The companies selected from these sectors must also be reflective of the overall market characteristics of our executive talent market, relative leadership position in their sector, size as measured by revenues, complexity of their business, and in many cases, global reach. In addition to the Executive Peer Group, beginning with our 2025 NEO compensation, the Committee may also consider the compensation of CEOs at smaller restaurant companies in making its pay decisions, as the Company’s senior executives are often seen as attractive candidates for CEO roles at such companies. This information is useful to the Committee given the Company’s long track record of success in developing capable leaders who are often approached for the top leadership roles at other, smaller restaurant companies. By considering this information in connection with the Executive Peer Group, the Committee may be better positioned to retain talent that is highly sought after, critical to YUM achieving its strategies and/or potential candidates for our CEO role.

  30. Comparator Compensation Data

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  31. Executive Peer Group

    Executive Peer Group The Committee periodically reviews the peer group to ensure it reflects desired comparisons and appropriate size range. In November 2024, the Committee approved the peer group to be used for NEO pay determinations beginning in 2025 (the “Executive Peer Group”). The updates to the Executive Peer Group were made to better align the size of the peer group companies with YUM and include companies in relevant industry sectors. Many of these companies have a global reach and multiple brands. The Executive Peer Group used for 2025 pay determinations for all NEOs is comprised of the following companies:

  32. Executive Peer Group

    | Chipotle Mexican Grill, Inc. | The Estee Lauder Companies, Inc. | The Kraft Heinz Corporation | Ralph Lauren Corporation | | The Coca Cola Company | General Mills, Inc. | Lululemon Athletica | Restaurant Brands International, Inc. | | Colgate-Palmolive Company | Hilton Worldwide Holdings, Inc. | Marriott International, Inc. | Starbucks Corporation | | Darden Restaurants, Inc. | Kellanova | McDonald's Corporation | V.F. Corporation | | Domino's Pizza, Inc. | Kimberly-Clark Corporation | Mondelez International, Inc. | |

  33. Executive Peer Group

    At the time a benchmarking analysis was prepared in November 2024, the Executive Peer Group’s median annual revenues were $12.8 billion, while YUM equivalent annual revenues were estimated at $17.5 billion (calculated as described below). For companies with significant and global franchise operations, measuring size can be complex. In 2025, the Company’s system of global restaurants delivered approximately $68 billion in system sales. Management responsibilities encompass more than just the revenues and operations directly owned and operated by the Company and include responsibilities for managing relationships with franchisees and developing and implementing global growth strategies. Specific responsibilities include managing and implementing product introductions, specifications and supply, management of vendors, marketing, technological innovations and implementations, payment collections, risk management, including setting and monitoring food safety standards, protection of the Company’s trademarks and other intellectual property, new unit development, and customer satisfaction and overall operations improvements across the entire franchise system. As a result of accelerating growth in recent years, the Company’s leadership now oversees approximately 290 brand-country combinations and approximately 1,500 franchisees. To appropriately reflect this complexity in calibrating the size of our organization and underlying operating divisions during the 2024 benchmarking process, our philosophy was to add 25% of franchisee and licensee sales to the GAAP-reported Company sales to establish an appropriate revenue benchmark. The reason for this approach was twofold: ▪ Market-competitive compensation opportunities are related to scope of responsibility, often measured by company size, i.e., revenues; and ▪ Scope of responsibility for a franchising organization lies between corporate-reported revenues and system-wide sales. Peer groups of other globally prominent companies similarly include companies where the median revenue scope of those peers are materially above the reported corporate revenue. This likely reflects the same assessments of complexity and reach and accordingly appropriate company size profiles. We believe this approach is measured and reasoned in its approach to calibrating market competitive compensation opportunities without using organizations unduly larger than the Company.

  34. Competitive Positioning and Setting Compensation

    Competitive Positioning and Setting Compensation At the beginning of 2025, the Committee considered Executive Peer Group compensation data as a frame of reference for establishing compensation targets for base salary, annual cash bonus and long-term incentive awards for each NEO. In making compensation decisions, the Committee considers market data for comparable positions to each of our NEO roles. The Committee reviews market data and makes a decision for each NEO, including base salary, target bonus and target long-term incentive award value. NEO pay decisions for these compensation elements are positioned most often in a range around market median for each element of compensation, but can span from below median to the top quartile, depending on the individual facts and circumstances applicable to each executive, including role, level of responsibility, experience, individual performance and potential of each NEO. The Committee reviews the NEOs’ compensation and performance annually. VI. Compensation Policies and Practices Below are compensation and governance best practices we employ that provide a foundation for our pay-for-performance program and align our program with Company and shareholder interests.

  35. Competitive Positioning and Setting Compensation

    | We Do | | We Don’t Do | | | | Have an independent compensation committee (Management Planning & Development Committee), which oversees the Company’s compensation policies and strategic direction | | Employment agreements for NEOs and executive officers | | | Directly link Company performance to pay outcomes | | Re-pricing of SARs | | | Have executive ownership guidelines that are reviewed annually against Company guidelines | | Grants of SARs with exercise price less than fair market value of common stock on date of grant | | | Have a “clawback” policy under which the Company may recoup compensation if executive’s conduct results in significant financial or reputational harm to Company or in the event of a financial restatement | | Permit executives to hedge or pledge Company stock | | | Make a substantial portion of NEO target pay “at risk” | | Payment of dividends or dividend equivalents on PSUs unless or until they vest | | | Have double-trigger vesting of equity awards upon a change in control | | Excise tax gross-ups upon change in control | | | Utilize an independent Compensation Consultant | | Excessive executive perquisites, such as country club memberships | | | Incorporate comprehensive risk mitigation into plan design | | | | | Periodically review our Executive Peer Group to align appropriately with Company size and complexity | | | | | Evaluate CEO and executive succession plans | | | | | Conduct annual shareholder engagement program to obtain feedback from shareholders for consideration in annual compensation program design | | |

  36. Competitive Positioning and Setting Compensation

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  37. Payments upon Termination of Employment

    Payments upon Termination of Employment The Company does not have agreements with its executives concerning payments upon termination of employment except in the case of a change in control of the Company. The Committee believes these are appropriate agreements for retaining NEOs and other executive officers to preserve shareholder value in case of a potential change in control. The Committee periodically reviews these agreements and other aspects of the Company’s change-in-control program. The Company’s change-in-control agreements, in general, entitle certain executives who are direct reports to our CEO and are terminated other than for cause within two years of the change in control, to receive a benefit of two times salary and bonus. The terms of these change-in-control agreements are described beginning on page 69. The Company does not provide tax gross-ups for executives, including the NEOs, for any excise tax due under the Internal Revenue Code and has implemented a “best net after-tax” approach to address any potential excise tax imposed on executives. If any excise tax is due, the Company will not make a gross-up payment, but instead will reduce payments to an executive if the reduction will provide the NEO the best net after-tax result. If full payment to a NEO will result in the best net after-tax result, the full amount will be paid, but the NEO will be solely responsible for any potential excise tax payment. Also, the Company has implemented “double trigger” vesting for equity awards, pursuant to which outstanding awards will fully and immediately vest only if the executive is employed on the date of a change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. In case of retirement, the Company provides retirement benefits described above, life insurance benefits (to employees eligible under the Retirement Plan), the continued ability to exercise vested SAR awards and to vest in annual SAR and RSU awards granted at least one year prior to retirement, and the ability to vest in PSU awards on a pro-rata basis. With respect to consideration of how these benefits fit into the overall compensation policy, the change-in-control benefits are reviewed from time to time by the Committee for competitiveness. The Committee believes the benefits provided in case of a change in control are appropriate, support shareholder interests and are consistent with the policy of attracting and retaining highly qualified employees.

  38. YUM’s Equity Award Granting Practices

    YUM’s Equity Award Granting Practices Historically, we have fixed the dollar amount of annual SAR awards and, beginning in 2022, annual RSU awards at the Committee’s January meeting. This meeting date is set by the Board of Directors more than six months prior to the actual meeting. The Committee sets the annual grant date for these awards as the second business day after our fourth quarter earnings release. The exercise or grant price of these awards is set as the closing price on the date of grants. We ordinarily determine grant amounts at the same time other elements of annual compensation are determined so that we can consider all elements of compensation when authorizing the grants. We do not backdate or make grants retroactively. In addition, we do not time such grants in coordination with our possession or release of material, non-public or other information, nor do we time the release of material, non-public information for the purpose of affecting the value of executive compensation. During 2025, we did not grant any awards of SARs or stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information. Grants may also be made on other dates the Board meets. These grants generally include CEO Awards, which are awards to individual employees (subject to Committee approval) in recognition of superlative performance and extraordinary impact on business results. These awards are currently made as RSUs which ordinarily vest after three years. Management recommends the awards be made pursuant to our LTIP to the Committee, however, the Committee determines whether and to whom it will issue grants and determines the amount of the grant. The Board has delegated to our CEO and our Chief People and Culture Officer, the ability to make grants to employees who are not executive officers and whose grants are less than $1,000,000 in accounting value annually. In the case of these grants, the Committee sets all the terms of each award, except the actual number of SARs/RSUs, which is determined by our CEO and our Chief People and Culture Officer pursuant to guidelines approved by the Committee in January of each year.

  39. Limits on Future Severance Agreement Policy

    Limits on Future Severance Agreement Policy The Committee has adopted a policy to limit future severance agreements with our NEOs and our other executives. The policy requires the Company to seek shareholder approval for future severance payments to a NEO if such payments would exceed 2.99 times the sum of (a) the NEO’s annual base salary as in effect immediately prior to termination of employment; and (b) the highest annual bonus awarded to the NEO by the Company in any of the Company’s three full fiscal years immediately preceding the fiscal year in which termination of employment occurs or, if higher, the executive’s target bonus. Certain types of payments are excluded from this policy, such as amounts payable under arrangements that apply to classes of employees other than the NEOs or that predate the implementation of the policy, as well as any payment the Committee determines is a reasonable settlement of a claim that could be made by the NEO.

  40. THE MANAGEMENT PLANNING AND DEVELOPMENT COMMITTEE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option/ SAR Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | David W. Gibbs | 2025 | 1,380,769 | — | 12,459,226 | 3,750,012 | 3,024,000 | — | 247,519 | 20,861,526 | | Former Chief Executive | 2024 | 1,300,000 | — | 9,492,144 | 3,000,023 | 1,773,200 | 8,869,045 | 272,050 | 24,706,462 | | Officer of YUM | 2023 | 1,300,000 | — | 9,096,602 | 2,875,016 | 4,712,500 | 2,999,005 | 255,832 | 21,238,955 | | Chris Turner | 2025 | 1,020,288 | — | 4,651,763 | 1,400,032 | 1,842,862 | — | 215,517 | 9,130,462 | | Chief Executive | 2024 | 921,154 | — | 2,373,212 | 750,027 | 963,480 | — | 144,575 | 5,152,448 | | Officer of YUM | 2023 | 896,154 | — | 2,175,374 | 687,522 | 1,875,938 | — | 109,370 | 5,744,358 | | Ranjith Roy | 2025 | 609,262 | — | 1,700,138 | 200,034 | 547,645 | — | 144,025 | 3,201,104 | | Chief Financial | | | | | | | | | | | Officer of YUM | | | | | | | | | | | Sean Tresvant | 2025 | 1,000,000 | — | 8,405,748 | 1,025,000 | 2,186,266 | — | 186,599 | 12,803,613 | | Chief Executive Officer | 2024 | 764,423 | — | 1,582,185 | 500,018 | 811,800 | — | 126,330 | 3,784,756 | | of Taco Bell Division and YUM Chief Consumer Officer | | | | | | | | | | | Tracy L. Skeans | 2025 | 997,981 | — | 8,405,748 | 1,025,000 | 1,638,000 | 330,747 | 18,395 | 12,415,871 | | Chief Operating Officer | 2024 | 921,154 | — | 2,254,457 | 712,503 | 757,020 | 1,186,089 | 13,900 | 5,845,123 | | and Chief People and | 2023 | 896,154 | — | 2,175,374 | 687,522 | 1,957,500 | 375,582 | 12,176 | 6,104,308 | | Culture Officer of YUM | | | | | | | | | | | Aaron Powell | 2025 | 995,962 | — | 3,405,686 | 1,025,000 | 322,000 | — | 148,773 | 5,897,421 | | Chief Executive Officer | 2024 | 846,154 | — | 1,977,559 | 625,022 | 163,200 | — | 114,449 | 3,726,384 | | of Pizza Hut Division | 2023 | 821,154 | 1,000,000 | 1,779,851 | 562,504 | 948,338 | — | 98,804 | 5,210,651 |

  41. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below shows the number of shares of YUM and YUM China common stock acquired during 2025 upon exercise of stock option and SAR awards and vesting of stock awards in the form of RSUs and PSUs, each including accumulated dividends and before payment of applicable withholding taxes and broker commissions.

  42. Option Exercises and Stock Vested

    | | Option/SAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Gibbs | 109,834 | 11,911,171 | 62,421 | 9,344,630 | | Turner | — | — | 14,827 | 2,221,271 | | Roy | — | — | 359 | 53,205 | | Tresvant | — | — | 3,017 | 440,382 | | Skeans | 36,552 | 5,439,828 | 14,888 | 2,230,386 | | Powell | 2,790 | 693,278 | 12,128 | 1,816,813 |

  43. Option Exercises and Stock Vested

    (1) For each of Messrs. Gibbs, Turner, Tresvant, Powell and Ms. Skeans, this amount includes PSUs that vested on December 31, 2025 with respect to the 2023-2025 performance period and were paid out in 2026. Pension Benefits The table below shows the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each NEO, under the YUM! Brands Retirement Plan (“Retirement Plan”), and the YUM! Brands Pension Equalization Plan (“PEP”) determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.

  44. Option Exercises and Stock Vested

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | Gibbs | Qualified Retirement Plan | 37 | 2,091,241 | — | | | PEP | 37 | 31,087,850 | — | | Skeans | Qualified Retirement Plan | 25 | 810,314 | — | | | PEP | 25 | 5,732,558 | — |

  45. Option Exercises and Stock Vested

    (i) Messrs. Turner, Roy, Tresvant and Powell were hired after September 30, 2001, and are therefore ineligible for the Company’s actuarial pension plans. As discussed at page 68, Messrs. Turner, Roy, Tresvant and Powell participate in LRP. YUM! Brands Retirement Plan The Retirement Plan provides an integrated program of retirement benefits for salaried employees who were hired by the Company prior to October 1, 2001. The Retirement Plan replaces the same level of pre-retirement pensionable earnings for all similarly situated participants. The Retirement Plan is a tax qualified plan, and it is designed to provide the maximum possible portion of this integrated benefit on a tax qualified and funded basis.

  46. Lump Sum Availability

    Lump Sum Availability Lump sum payments are available to participants who meet the requirements for early or normal retirement. Participants who leave the Company prior to meeting the requirements for Early or Normal Retirement must take their benefits in the form of a monthly annuity and no lump sum is available. When a lump sum is paid from the plan, it is calculated based on actuarial assumptions for lump sums required by Internal Revenue Code Section 417(e)(3). PEP The PEP is an unfunded, non-qualified plan that complements the Retirement Plan by providing benefits that federal tax law bars providing under the Retirement Plan. Benefits are generally determined and payable under the same terms and conditions as the Retirement Plan (except as noted below) without regard to federal tax limitations on amounts of includible compensation and maximum benefits. Benefits paid are reduced by the value of benefits payable under the Retirement Plan. PEP retirement distributions are always paid in the form of a lump sum. Lump sums are calculated as the actuarial equivalent of the participant’s life only annuity. Participants who terminate employment prior to meeting eligibility for Early or Normal Retirement must take their benefits from this plan in the form of a monthly annuity. Present Value of Accumulated Benefits For all plans, the present value of accumulated benefits (determined as of December 31, 2025) is calculated assuming that each participant is eligible to receive an unreduced benefit payable in the form of a single lump sum at age 62. This is consistent with the methodologies used in financial accounting calculations. In addition, the economic assumptions for the lump sum interest rate, post retirement mortality, and discount rate are also consistent with those used in financial accounting calculations at each measurement date. Nonqualified Deferred Compensation Amounts reflected in the Nonqualified Deferred Compensation table below are provided for under the Company’s EID and LRP plans. These plans are unfunded, unsecured, deferred, account-based compensation plans. For each calendar year, participants are permitted under the EID Program to defer up to 85% of their base pay and up to 100% of their annual cash incentive award. EID Program Deferred Investments under the EID Program. Amounts deferred under the EID Program may be invested in the following phantom investment alternatives (12-month investment returns, as of December 31, 2025, are shown in parentheses): ▪ YUM! Stock Fund (14.84%*) ▪ YUM! Matching Stock Fund (14.84%*) ▪ S&P 500 Index Fund (17.85%) ▪ Bond Market Index Fund (7.21%) ▪ Stable Value Fund (2.99%) * Assumes dividends are reinvested. All of the phantom investment alternatives offered under the EID Program are designed to match the performance of actual investments; that is, they provide market rate returns and do not provide for preferential earnings. The S&P 500 index fund, bond market index fund and stable value fund are designed to track the investment return of like-named funds offered under the Company’s 401(k) Plan. The YUM! Stock Fund and YUM! Matching Stock Fund track the investment return of the Company’s common stock. Participants may transfer funds between the investment alternatives on a quarterly basis except (1) funds invested in the YUM! Stock Fund or YUM! Matching Stock Fund may not be transferred once invested in these funds and (2) a participant may only elect to invest into the YUM! Matching Stock Fund at the time the annual incentive deferral election is made. In the case of the YUM! Matching Stock Fund, participants who defer their annual incentive into this fund acquire additional phantom shares (RSUs) equal to 33% of the RSUs received with respect to the deferral of their annual incentive into the YUM! Matching Stock Fund (the additional RSUs are referred to as “matching contributions”). The RSUs attributable to the matching contributions are allocated on the same day the RSUs attributable to the annual incentive are allocated, which is the same day we make our annual stock appreciation right grants. Eligible amounts attributable to the matching contribution under the YUM! Matching Stock Fund are included in column (c) below as contributions by the Company (and represent amounts actually credited to the NEO’s account during 2025). Beginning with their 2009 annual incentive award, those who are eligible for annual PSU awards are no longer eligible to participate in the YUM! Matching Stock Fund. RSUs attributable to annual incentive deferrals into the YUM! Matching Stock Fund and matching contributions vest on the second anniversary of the grant (or upon a change of control of the Company, if earlier) and are payable as shares of YUM common stock pursuant to the participant’s deferral election. Unvested RSUs held in a participant’s YUM! Matching Stock Fund account are forfeited if the participant voluntarily terminates employment with the Company within two years of the deferral date. If a participant terminates employment involuntarily, the participant will receive an amount equal to the original amount deferred, and effective, January 1, 2024, the portion attributable to the matching contribution. If a participant dies or becomes disabled during the restricted period, the participant fully vests in the RSUs. Dividend equivalents are accrued during the restricted period but are only paid if the RSUs vest. In the case of a participant who has attained age 55 with 10 years of service, or age 65 with five years of service, RSUs attributable to bonus deferrals into the YUM! Matching Stock Fund vest immediately, and RSUs attributable to the matching contribution vest on the second anniversary of the deferral date. Distributions under EID Program. When participants elect to defer amounts into the EID Program, they also select when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year – whether or not employment has then ended – or at a time that begins at or after the executive’s retirement, separation or termination of employment. Distributions can be made in a lump sum or biannual or annual installments for up to 20 years. Initial deferrals are subject to a minimum two-year deferral. In general, with respect to amounts deferred after 2005 or not fully

  47. Lump Sum Availability

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  48. Lump Sum Availability

    vested as of January 1, 2005, participants may change their distribution schedule, provided the new elections satisfy the requirements of Section 409A of the Internal Revenue Code. In general, Section 409A requires that: Distribution schedules cannot be accelerated (other than for a hardship) ▪ To delay a previously scheduled distribution, – A participant must make an election at least one year before the distribution otherwise would be made, and – The new distribution cannot begin earlier than five years after it would have begun without the election to re-defer. With respect to amounts deferred prior to 2005, to delay a distribution the new distribution cannot begin until two years after it would have begun without the election to re-defer. Investments in the YUM! Stock Fund and YUM! Matching Stock Fund are only distributed in shares of Company stock. Leadership Retirement Plan LRP Account Returns. The LRP provides an annual earnings credit to each participant’s account based on the value of participant’s account at the end of each year. Under the LRP, Messrs. Turner, Roy, Tresvant and Powell will receive an annual earnings credit equal to the Moody’s Aaa Corporate Bond Yield Average for maturities 20 years and above (5.67% as of December 31, 2025) of their account balances. The Company’s contribution (“Employer Credit”) for 2025 was equal to 4% of salary plus target bonus for Messrs. Turner, Roy, Tresvant and Powell. Distributions under LRP. Under the LRP, participants who became eligible to participate in the plan before January 1, 2019 and are age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Alternatively, these participants may elect to be paid in 5 or 10-year installments following the attainment of age 55. If these participants are under age 55 with a vested LRP benefit that, combined with any other deferred compensation benefits covered under Code Section 409A exceeds $23,500, they will not receive a distribution until the calendar quarter that follows the participant’s 55th birthday. Participants who become eligible to participate in LRP after January 1, 2019 (including Messrs. Turner, Roy, Tresvant and Powell) will receive a lump sum distribution following separation from employment.

  49. Lump Sum Availability

    | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($)(5) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Gibbs | EID | — | — | 802,383 | 2,629,402 | 3,552,722 | | | Total | — | — | 802,383 | 2,629,402 | 3,552,722 | | Turner | EID | 38,539 | — | 1,563 | — | 40,102 | | | LRP | — | 132,000 | 20,398 | 4,924 | 551,393 | | | Total | 38,539 | 132,000 | 21,961 | 4,924 | 591,495 | | Roy | EID | — | — | — | — | — | | | LRP | — | 56,000 | 933 | — | 75,413 | | | Total | — | 56,000 | 933 | — | 75,413 | | Tresvant | EID | — | — | — | — | — | | | LRP | — | 100,000 | 7,951 | 4,167 | 261,233 | | | Total | — | 100,000 | 7,951 | 4,167 | 261,233 | | Skeans | EID | — | — | 97,212 | — | 753,865 | | | Total | — | — | 97,212 | — | 753,865 | | Powell | EID | — | — | — | — | — | | | LRP | — | 96,000 | 11,128 | 3,581 | 323,900 | | | Total | — | 96,000 | 11,128 | 3,581 | 323,900 |

  50. Lump Sum Availability

    (1) Amounts in column (b) reflect deferred amounts that were also reported as compensation in our Summary Compensation Table filed last year or, would have been reported as compensation in our Summary Compensation Table last year if the executive were a NEO. (2) Amounts in column (c) reflect Company contributions for EID and LRP allocations. See footnote 6 of the Summary Compensation Table for more detail. (3) Amounts in column (d) reflect earnings during the last fiscal year on deferred amounts. All earnings are based on the investment alternatives offered under the EID Program or the earnings credits provided under the LRP described in the narrative above this table. The EID Program earnings are market based returns and, therefore, are not reported in the Summary Compensation Table. For Messrs. Turner, Roy, Tresvant and Powell of the earnings reflected in this column, none were deemed above market earnings accruing to their accounts under the LRP. (4) All amounts shown in column (e) were distributed in accordance with the executive’s deferral election, except in the case of the following amounts distributed to pay payroll taxes due upon their account balance under the EID Program or LRP for 2025.

  51. Lump Sum Availability

    | Gibbs | — | | Turner | 4,924 | | Roy | — | | Tresvant | 4,167 | | Skeans | — | | Powell | 3,581 |

  52. Lump Sum Availability

    (5) Amounts reflected in column (f) are the year-end balances for each executive under the EID Program and the LRP. As required under SEC rules, below is the portion of the year-end balance for each executive which has previously been reported as compensation to the executive in the Company’s Summary Compensation Table for 2025 and prior years.

  53. Lump Sum Availability

    | Gibbs | — | | Turner | 619,109 | | Roy | 56,000 | | Tresvant | 200,000 | | Skeans | — | | Powell | 334,800 |

  54. Lump Sum Availability

    Potential Payments Upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2025, given the NEO’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) Plan, retiree medical benefits, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age. SAR Awards. If one or more NEOs terminated employment for any reason other than retirement, death, or following a change in control as of December 31, 2025, they could exercise the SARs that were exercisable on that date as shown at the Outstanding Equity Awards at Year-End table on page 63, otherwise all SARs, pursuant to their terms, would have been forfeited and cancelled after that date. If the NEO had retired or died as of December 31, 2025, exercisable SARs would remain exercisable through the earlier of the five-year anniversary of the death or retirement and the term of the award, and unvested shares would continue to vest if the award was granted at least one year before retirement, and vesting would be accelerated for all SARs in the event of death. Except in the case of a change in control or death, no SARs become exercisable on an accelerated basis. As of December 31, 2025, in the case of an involuntary termination of employment following a change in control or death, each NEO would receive the following: Mr. Gibbs $3,737,936, Mr. Turner $909,655, Mr. Roy $17,878, Mr. Tresvant $634,398, Ms. Skeans $905,909, and Mr. Powell $764,131. RSU Awards. If one or more NEOs terminated employment for any reason other than retirement, death, or following a change in control as of December 31, 2025, all unvested RSUs, pursuant to their terms, would have been forfeited and cancelled after that date. If the NEO had retired or died as of December 31, 2025, unvested annual RSUs would continue

  55. Lump Sum Availability

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  56. Lump Sum Availability

    to vest if the award was granted at least one year before retirement, and vesting would be accelerated for all annual RSUs in the event of death (CEO Award RSUs receive pro rata vesting in the event of death or retirement). Except in the case of a change in control or death, no RSUs become vested on an accelerated basis. As of December 31, 2025, in the case of an involuntary termination of employment following a change in control or death, each NEO would receive the following: Mr. Gibbs $9,112,322, Mr. Turner $2,746,160, Mr. Roy $1,863,315, Mr. Tresvant $7,518,738, Ms. Skeans $7,562,638 and Mr. Powell $2,142,589. Executive Income Deferral Program. As described in more detail beginning at page 67, the NEOs participate in the EID Program, which permits the deferral of salary and annual incentive compensation. The last column of the Nonqualified Deferred Compensation Table on page 67 includes each NEO’s aggregate balance at December 31, 2025. The NEOs are entitled to receive their vested amount under the EID Program in case of voluntary termination of employment. In the case of involuntary termination of employment, they are entitled to receive their vested benefit and the amount of the unvested benefit that corresponds to their deferral. In the case of death, disability or retirement after age 65, they or their beneficiaries are entitled to their entire account balance as shown in the last column of the Nonqualified Deferred Compensation table on page 67. In the case of an involuntary termination of employment as of December 31, 2025, each NEO would receive the following: Mr. Gibbs $3,552,722, Mr. Turner $40,102, Mr. Roy $0, Mr. Tresvant $0, Ms. Skeans $753,865 and Mr. Powell $0. As discussed at page 67, these amounts reflect base salary or bonuses previously deferred by the executive and appreciation on these deferred amounts (see page 67 for discussion of investment alternatives available under the EID). Thus, these EID account balances represent deferred base salary or bonuses (earned in prior years) and appreciation of their accounts based primarily on the performance of the Company’s stock. Leadership Retirement Plan. Under the LRP, participants who become eligible to participate after January 1, 2019 (including Messrs. Turner, Roy, Tresvant and Powell) will receive a lump sum distribution following separation from employment unless they elect to be paid in 5 or 10-year installments after attaining age 54. In case of termination of employment as of December 31, 2025, Mr. Turner would have received $551,393, Mr. Roy would have received $75,413, Mr. Tresvant would have received $261,233 and Mr. Powell would have received $323,900. Performance Share Unit Awards. If one or more NEOs terminated employment for any reason other than retirement or death or following a change in control and prior to achievement of the performance criteria and vesting period, then the award would be cancelled and forfeited. If the NEO had retired or died or been involuntarily terminated following a change in control, as of December 31, 2025, the PSU award would be paid out based on actual performance for the performance period (or target performance if termination were to occur in the same year the PSU was granted), subject to a pro rata reduction reflecting the portion of the performance period not worked by the NEO. If any of these payouts had occurred on December 31, 2025, Messrs. Gibbs, Turner, Roy, Tresvant, Powell and Ms. Skeans would have been entitled to $7,083,714, $2,077,802, $0, $1,447,456, $1,638,374, and $1,772,050, respectively, assuming target performance. Pension Benefits. The Pension Benefits Table on page 64 describes the general terms of each pension plan in which the NEOs participate, the years of credited service and the present value of the annuity payable to each NEO assuming termination of employment as of December 31, 2025. The table on page 64 provides the present value of the lump sum benefit payable to each NEO when they attain eligibility for Early Retirement (i.e., age 55 with 10 years of service) under the plans. Life Insurance Benefits. For a description of the supplemental life insurance plans that provide coverage to the NEOs, see the All Other Compensation Table on page 60. If the NEOs had died on December 31, 2025, the survivors of Messrs. Gibbs, Turner, Roy, Tresvant and Powell and Ms. Skeans would have received Company-paid life insurance of $2,050,000, $2,000,000, $1,400,000, $2,000,000, $2,000,000 and $2,000,000, respectively, under this arrangement. Executives and all other salaried employees can purchase additional life insurance benefits up to a maximum combined company paid and additional life insurance of $3 million. This additional benefit is not paid or subsidized by the Company and, therefore, is not shown here. Change in Control. Change in control severance agreements are in effect between YUM and certain key executives (including Messrs. Turner, Roy, Tresvant and Powell and Ms. Skeans). These agreements are general obligations of YUM, and provide, generally, that if, within two years subsequent to a change in control of YUM, the employment of the executive is terminated (other than for cause, or for other limited reasons specified in the change in control severance agreements) or the executive terminates employment for Good Reason (defined in the change in control severance agreements to include a diminution of duties and responsibilities or benefits), the executive will be entitled to receive the following: a proportionate annual incentive assuming achievement of target performance goals under the bonus plan or, if higher, assuming continued achievement of actual Company performance until date of termination; ▪ a severance payment equal to two times the sum of the executive’s base salary and the target bonus or, if higher, the actual bonus for the year preceding the change in control of the Company; and ▪ outplacement services for up to one year following termination. In March 2013, the Company eliminated excise tax gross-ups and implemented a best net after-tax method. See the Company’s CD&A on page 56 for more detail. The change in control severance agreements have a three-year term and are automatically renewable each January 1 for another three-year term. An executive whose employment is not terminated within two years of a change in control will not be entitled to receive any severance payments under the change in control severance agreements. Generally, pursuant to the agreements, a change in control is deemed to occur: (i) if any person acquires 20% or more of the Company’s voting securities (other than securities acquired directly from the Company or its affiliates); (ii) if a majority of the directors as of the date of the agreement are replaced other than in specific circumstances; or (iii) upon the consummation of a merger of the Company or any subsidiary of the Company other than (a) a merger where the Company’s directors immediately before the change in control constitute a majority of the directors of the resulting organization, or (b) a merger effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities of the Company representing 20% or more of the combined voting power of the Company’s then-outstanding securities. In addition to the payments described above, upon a change in control: ▪ All outstanding SARs held by the executive and not otherwise exercisable will fully and immediately vest following a change in control if the executive is employed on the date of the change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. See Company’s CD&A on page 36 for more detail; ▪ RSUs under the Company’s EID Program or otherwise held by the executive will automatically vest; and ▪

  57. Lump Sum Availability

    Pursuant to the Company’s Performance Share Plan under the LTIP, all PSU awards awarded in the year in which the change in control occurs, will be paid out at target assuming a target level performance had been achieved for the entire performance period, subject to a pro rata reduction to reflect the portion of the performance period after the change in control. All PSUs awarded for performance periods that began before the year in which the change in control occurs will be paid out assuming performance achieved for the performance period was at the greater of target level performance or projected level of performance at the time of the change in control, subject to pro rata reduction to reflect the portion of the performance period after the change in control. In all cases, executives must be employed with the Company on the date of the change in control and involuntarily terminated upon or following the change in control and during the performance period. See Company’s CD&A on page 36 for more detail. If a change in control and each NEO’s involuntary termination had occurred as of December 31, 2025, the following payments or other benefits would have been made or become available.

  58. Lump Sum Availability

    | | Gibbs ($) | Turner ($) | Roy ($) | Tresvant ($) | Skeans ($) | Powell ($) | | Severance Payment | — | 5,612,706 | 2,458,246 | 4,850,410 | 4,800,000 | 4,800,000 | | Annual Incentive | 3,024,000 | 1,842,861 | 547,643 | 2,186,264 | 1,638,000 | 1,400,000 | | Accelerated Vesting of SARs | 3,737,936 | 909,655 | 17,878 | 634,398 | 905,909 | 764,131 | | Accelerated Vesting of RSUs | 9,112,322 | 2,746,160 | 1,863,315 | 7,518,738 | 7,562,638 | 2,142,589 | | Acceleration of PSU Performance/Vesting | 7,083,714 | 2,077,802 | — | 1,447,456 | 1,772,050 | 1,638,374 | | Outplacement | — | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | | TOTAL | 22,957,972 | 13,214,184 | 4,912,082 | 16,662,266 | 16,703,597 | 10,770,094 |

  59. Lump Sum Availability

    | yum! brands, inc. | | 2026 PROXY STATEMENT |

  60. Lump Sum Availability

    In Mr. Gibbs' case, since he was no longer in an executive officer role as of December 31, 2025, he would no longer have been entitled to the severance and outplacement components available to the other NEOs, pursuant to their change in control agreements. However, he would have received accelerated vesting of his outstanding equity by ordinary operation of the LTIP and his award agreements. Separately, and in connection with his retirement from the CEO role effective October 1, 2025, Mr. Gibbs began serving as a special advisor to Mr. Turner, during which time he received his then current salary and benefits and was eligible for an unreduced annual cash incentive award for 2025 (all of which amounts earned in 2025 are reflected in the Summary Compensation Table on page 59). From January 1, 2026 through January 3, 2027, Mr. Gibbs was eligible for an annual salary of $700,000 and continued participation in the Company's benefit plans. Mr. Gibbs will also continue to vest in his existing equity awards. CEO Pay Ratio Each year the Company and our franchisees around the world create thousands of restaurant jobs, which are part-time, entry-level opportunities to grow careers at our KFC, Pizza Hut, Taco Bell and Habit Burger & Grill brands. As evidence of the opportunities these positions create, approximately 80% of our Company-owned Restaurant General Managers (“RGMs”) located in the U.S. have been promoted from other positions in our restaurants and such RGMs often earn competitive pay greater than the average American household income. In the United States, approximately 90% of our Company-owned restaurant employees are part-time and at least 50% have been employed by the Company for less than a year. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEOs in 2025. Because the Company had two CEOs in 2025, the ratio reported below reflects the combined aggregate value of the total compensation paid to Mr. Gibbs, our former CEO, from January 1, 2025 through September 30, 2025, and the total compensation paid to Mr. Turner, our current CEO, from October 1, 2025 through December 31, 2025. To identify the 2025 median employee, we used the December 2025 base wages or base salary information for all employees who were employed by us on December 31, 2025, excluding our CEOs. We included all full-time and part-time employees and annualized the employees’ base salary or base wages to reflect their compensation for 2025. We believe the use of base wages or base salary for all employees is a consistently applied compensation measure. As of December 31, 2025, our global workforce used for determining the pay ratio was approximately 49,000 employees (approximately 28,000 in the U.S. and 21,000 internationally). After calculating employee compensation, our median employee was identified as a part-time Taco Bell restaurant employee in the United States. After identifying the median employee, we calculated total annual compensation for each of our CEOs in accordance with the requirements of the Summary Compensation Table. We then determined Mr. Gibbs' and Mr. Turner's pay for the period each served as CEO in 2025 and added those amounts together to arrive at a total 2025 CEO compensation for purposes of the pay ratio calculation. For 2025, the total compensation of Mr. Gibbs and Mr. Turner, as reported in the Summary Compensation Table at page 59, was $20,861,526 and $9,130,462, respectively. Mr. Gibbs' total compensation for the period of January 1, 2025 to September 30, 2025 was $15,603,278, and Mr. Turner's total compensation for the period of October 1, 2025 to December 31, 2025 was $2,301,377, which when combined, results in a total aggregate compensation amount of $17,904,655 for the 2025 year. The total compensation of our median employee was estimated to be $15,346. As a result, we estimate that our CEO to median employee pay ratio is 1167:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Management Planning and Development Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion and Analysis” on page 36 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to SARs, RSUs and PSUs. See the “2025 Option Exercises and Stock Vested” table on page 64 for more information. The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income, and Core Operating Profit Growth performance results for 2021, 2022, 2023, 2024 and 2025.

  61. Lump Sum Availability

    | | | | | | Average | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for CEO ($) - Gibbs | Compensation Actually Paid to CEO ($)(2)(3) - Gibbs | Summary Compensation Table Total for CEO ($) Turner | Compensation Actually Paid to CEO ($)(2)(3) - Turner | Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs($)(2)(3) | Total Shareholder Return ($)(9) | Peer Group Total Shareholder Return ($)(9) | Net Income in Millions ($) | Core Operating Profit Growth(10) | | 2025 | 20,861,526 | 24,292,446(4) | 9,130,462 | 9,565,326(4) | 8,579,502 | 8,986,821(4) | 153 | 154 | 1,559 | 7% | | 2024 | 24,706,462 | 10,763,339(5) | N/A | N/A | 5,324,145 | 4,140,120(5) | 133 | 145 | 1,486 | 8% | | 2023 | 21,238,955 | 19,362,404(6) | N/A | N/A | 5,606,206 | 5,685,564(6) | 127 | 112 | 1,597 | 12% | | 2022 | 16,671,654 | 16,099,314(7) | N/A | N/A | 4,984,077 | 4,629,758(7) | 122 | 78 | 1,325 | 5% | | 2021 | 27,578,659 | 45,011,805(8) | N/A | N/A | 8,305,919 | 13,880,647(8) | 130 | 124 | 1,575 | 18% |

  62. Lump Sum Availability

    (1) The CEO and NEOs included in the above compensation columns reflect the following:

  63. Lump Sum Availability

    | Year | CEO | NEOs | | 2025 | David Gibbs and Chris Turner | Ranjith Roy, Sean Tresvant, Tracy Skeans, Aaron Powell | | 2024 | David Gibbs | Chris Turner, Sabir Sami, Tracy Skeans, Sean Tresvant, Scott Catlett | | 2023 | David Gibbs | Chris Turner, Tracy Skeans, Sabir Sami, Aaron Powell | | 2022 | David Gibbs | Chris Turner, Tracy Skeans, Mark King, Aaron Powell | | 2021 | David Gibbs | Chris Turner, Tracy Skeans, Mark King, Tony Lowings |

  64. Lump Sum Availability

    (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, closing price of YUM common stock on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement or actual results, as applicable, as of each such date and, for PSU awards with market-based conditions, the probability is determined based on the outcome of a Monte Carlo simulation and (3) for SARs, the fair value calculated by a Black-Scholes option-pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing YUM or YUM China common stock price on the applicable revaluation date as the current market price as of the revaluation date, and in all cases based on expected term, as determined using the simplified method, volatility, dividend rates and risk free rates determined as of the revaluation date. The simplified method was used to determine expected term as of the revaluation date as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for awards with remaining contractual terms of less than 10 years. (3) For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025: $151.28 (a 13% increase from prior year); for 2024: $134.16 (a 3% increase from prior year); for 2023: $130.66 (a 2% increase from prior year); for 2022: $128.08 (an 8% reduction from prior year), for 2021: $138.86 (a 28% increase from prior year), and for 2020: $108.56 (an 8% increase from prior year).

  65. Lump Sum Availability

    | yum! brands, inc. | | 2025 PROXY STATEMENT |

  66. Lump Sum Availability

    (4) 2025 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  67. Lump Sum Availability

    | | CEO ($) - Gibbs | CEO ($) - Turner | Average of Non-CEO NEOs ($) | | Total Reported in 2025 Summary Compensation Table (SCT) | 20,861,526 | 9,130,462 | 8,579,502 | | Less, Value of Stock & Option Awards Reported in SCT | 16,209,238 | 6,051,795 | 6,298,089 | | Less, Change in Pension Value in SCT | — | — | 82,687 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 606,280 | — | 90,763 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 14,715,474 | 5,451,440 | 6,102,213 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 2,320,522 | 567,024 | 363,035 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 1,997,882 | 468,195 | 232,084 | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | — | | Total Adjustments | 3,430,920 | 434,864 | 407,319 | | “Compensation Actually Paid” for Fiscal Year 2025 | 24,292,446 | 9,565,326 | 8,986,821 |

  68. Lump Sum Availability

    (5) 2024 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  69. Lump Sum Availability

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2024 Summary Compensation Table (SCT) | 24,706,462 | 5,324,145 | | Less, Value of Stock & Option Awards Reported in SCT | 12,492,167 | 2,644,292 | | Less, Change in Pension Value in SCT | 8,869,045 | 237,218 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 593,949 | 49,134 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 11,145,269 | 2,359,184 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (1,776,592) | (301,769) | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (2,544,537) | (409,064) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (13,943,123) | (1,184,025) | | “Compensation Actually Paid” for Fiscal Year 2024 | 10,763,339 | 4,140,120 |

  70. Lump Sum Availability

    (6) 2023 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  71. Lump Sum Availability

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 21,238,955 | 5,606,206 | | Less, Value of Stock & Option Awards Reported in SCT | 11,971,618 | 2,602,626 | | Less, Change in Pension Value in SCT | 2,999,005 | 93,896 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 602,421 | 57,783 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 12,975,399 | 2,820,850 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 1,934,143 | 369,155 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (2,417,891) | (471,908) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (1,876,551) | 79,358 | | “Compensation Actually Paid” for Fiscal Year 2023 | 19,362,404 | 5,685,564 |

  72. Lump Sum Availability

    (7) 2022 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  73. Lump Sum Availability

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 16,671,654 | 4,984,077 | | Less, Value of Stock & Option Awards Reported in SCT | 11,763,389 | 2,342,510 | | Less, Change in Pension Value in SCT | 367,990 | — | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 623,605 | 82,464 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 13,486,323 | 2,685,599 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (730,276) | (185,202) | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (1,820,613) | (594,670) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (572,340) | (354,319) | | “Compensation Actually Paid” for Fiscal Year 2022 | 16,099,314 | 4,629,758 |

  74. Lump Sum Availability

    (8) 2021 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  75. Lump Sum Availability

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 27,578,659 | 8,305,919 | | Less, Value of Stock & Option Awards Reported in SCT | 15,936,623 | 4,449,129 | | Less, Change in Pension Value in SCT | 4,789,314 | 203,750 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 1,597,763 | 73,389 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 28,021,727 | 7,768,744 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 7,360,149 | 2,090,847 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 1,179,444 | 294,627 | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | 17,433,146 | 5,574,728 | | “Compensation Actually Paid” for Fiscal Year 2021 | 45,011,805 | 13,880,647 |

  76. Lump Sum Availability

    (9) Company and Peer Group TSR reflects the Company’s peer group (S&P 500 Consumer Discretionary Index) as reflected in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2025. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2020. (10) Core Operating Profit is a non-GAAP measure. Core Operating Profit is determined by excluding from Operating Profit both Special Items, which the Company does not believe are indicative of our ongoing operations due to their size and/or nature, and the impacts of foreign currency translation. Special Items include, among other items, gain or loss associated with market-wide refranchisings, operating profit or loss associated with the decision to cease operations in Russia, and certain charges associated with resource optimization. See pages 32-33 and 36-37 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2025 for a discussion of Core Operating Profit in 2025. Core Operating Profit Growth shown above excludes the impact of lapping the 53rd week in 2024 and for 2020 based on a 53rd week in 2019. Pay versus Performance Descriptive Disclosure We chose Core Operating Profit Growth as our Company Selected Measure for evaluating Pay versus Performance because it is a key metric in our annual bonus (50% weighting) and annual PSU plans (50% weighting) in 2025. Over the five-year period from 2021 to 2025, our TSR was generally trending in a similar direction (or exceeding for 2021, 2022, and 2023) as the TSR for our peer group. The increase in the Company’s TSR exceeded our peers in 2021, 2022 and 2023, and lagged in 2024 by 12 percentage points and 2025 by one percentage point. There is generally a directionally corresponding relationship between TSR and “Compensation Actually Paid” between 2021 and 2025. As TSR increased or declined, “Compensation Actually Paid” increased or decreased accordingly, except in 2024, when there was a decrease in Net Income. Between 2021 and 2025, we see a similar directionally corresponding relationship between Net Income and “Compensation Actually Paid.” As Net Income increased or declined over the five-year period, “Compensation Actually Paid” increased or decreased accordingly. Core Operating Profit Growth is a performance measure in both our annual bonus and PSU plans and, accordingly, we observed a correlation between Core Operating Profit Growth and “Compensation Actually Paid,” except in 2025 when our Core Operating Profit Growth decreased one percentage point but our TSR rose 20 percentage points (and "Compensation Actually Paid" increased, driven largely on account of an increase of our stock price).

  77. Lump Sum Availability

    | yum! brands, inc. | | 2025 PROXY STATEMENT |

  78. Lump Sum Availability

    Pay versus Performance Tabular List The table below lists our most important financial performance measures used to link “Compensation Actually Paid” for our CEOs and NEOs to company performance, over the year ending December 31, 2025. These measures are used to determine the annual bonus and PSU payouts for each of the CEOs and the other NEOs. Core Operating Profit Growth, Same Store Sales Growth and Net New Unit Growth are key metrics under our annual bonus plan, while Core Operating Profit Growth and System Sales Growth are the primary metrics under our annual PSU plan. For more information on our annual bonus and PSUs, see the Compensation Discussion and Analysis, beginning on page 36 of this Proxy Statement. The performance measures included in this table are not ranked by relative importance.

  79. Lump Sum Availability

    | Most Important Financial Performance Measures | | Core Operating Profit Growth | | System Sales Growth | | Net New Unit Growth | | Same Store Sales Growth | | Total Shareholder Return |

  80. Lump Sum Availability

    EQUITY COMPENSATION PLAN INFORMATION