KHC 8-K Current Reports

Kraft Heinz 8-K Report, Executive Changes (Nov 4, 2026)

Kraft Heinz 8-K Report, Financial Results (Nov 4, 2026)

Kraft Heinz 8-K Report, Corporate Update (Oct 7, 2026)

In an 8-K filed October 7, 2026 under Item 8.01, The Kraft Heinz Company disclosed that in the third quarter of 2026 it reorganized its internal reporting and reportable segments. Its West and East Emerging Markets (WEEM) and Asia Emerging Markets (AEM) segments were combined into a single Emerging Markets segment, and certain European countries previously in WEEM were moved into the Europe and Pacific Developed Markets (EPDM) segment. The company now reports three segments: North America, Europe and Pacific Developed Markets, and Emerging Markets. The filing states the change has no impact on previously reported financial statements for any period. Exhibit 99.1 provides unaudited supplemental historical segment information recast to the new structure for fiscal years 2025, 2024 and 2023 and for each quarter from the first quarter of 2024 through the second quarter of 2026. On the recast basis, North America net sales were $18.59 billion in 2025 versus $19.54 billion in 2024, with Segment Adjusted Operating Income of $4.39 billion versus $5.11 billion. Emerging Markets net sales were $2.54 billion in 2025 versus $2.49 billion in 2024, and its Segment Adjusted Operating Income rose to $285 million from $261 million. Company-wide, 2025 net sales were $24.94 billion, down 3.5%, and Adjusted Operating Income was $4.75 billion versus $5.36 billion, down 11.5%. The supplemental data also show large impairment losses of $9.31 billion in 2025 and $7.35 billion in the second quarter of 2026. These drove operating losses of $4.67 billion for 2025 and $6.43 billion for the second quarter of 2026. Adjusted Operating Income for the second quarter of 2026 was $1.04 billion, down 18.4% from $1.28 billion a year earlier. The filing states the information is for informational purposes only and is not indicative of future or annual results.

Kraft Heinz 8-K Report, Executive Changes (Oct 6, 2026)

The Kraft Heinz Company filed a Current Report on Form 8-K, dated October 2, 2026 and signed October 6, 2026, under Item 5.02 (Departure of Directors or Certain Officers). The filing reports that Angel S. Willis, Executive Vice President, Global General Counsel and Corporate Affairs Officer, notified the company on October 2, 2026 that she has decided to resign, effective October 20, 2026, to pursue other opportunities. The filing is narrow in scope and reports no financial results, guidance, or operational developments. Its main significance for investors is the planned departure of a senior executive, the company's chief legal and corporate affairs officer, roughly two and a half weeks after the notice date. The disclosure states the reason as pursuing other opportunities and does not describe any other circumstances. The report was signed by Andre Maciel, Executive Vice President and Global Chief Financial Officer. The company's common stock trades on the New York Stock Exchange under the symbol KHC, and the filing also lists four series of senior notes registered on The Nasdaq Stock Market.

Kraft Heinz 8-K Report, Listing Notice (Aug 26, 2026)

The Kraft Heinz Company (Nasdaq: KHC) filed this Current Report on Form 8-K to disclose that, acting under authorization from its Board of Directors, it will voluntarily withdraw the listing of its common stock, par value $0.01 per share, from The Nasdaq Global Select Market and transfer the listing to the New York Stock Exchange. The company expects its Nasdaq listing and trading to end at market close on September 11, 2026, with trading on the NYSE beginning at market open on September 14, 2026. The common stock will continue to trade under the symbol "KHC." The company's 3.500% Senior Notes due 2029, 3.500% Senior Notes due 2031, 3.250% Senior Notes due 2033, and 3.950% Senior Notes due 2034 will remain listed on The Nasdaq Stock Market LLC. The filing also furnishes, under Item 7.01 (Regulation FD Disclosure), a press release dated August 26, 2026, announcing the transfer. In that release, CEO Steve Cahillane described the move as a milestone in the company's transformation, and the release describes Kraft Heinz as one of the world's largest food and beverage companies with approximately $25 billion in net sales in 2025. For investors, the filing is primarily administrative: the ticker is unchanged and no financial results or operating metrics are reported. The key dates to note are the final Nasdaq trading day on September 11, 2026 and the first NYSE trading day on September 14, 2026.

Kraft Heinz 8-K Report, Financial Results (Aug 5, 2026)

The Kraft Heinz Company reported second-quarter 2026 results for the quarter ended June 27, 2026. Net sales decreased 1.4% to $6.26 billion, and Organic Net Sales decreased 1.3%. Price rose 1.3 percentage points, while volume/mix declined 2.6 percentage points, driven by meats and spoonables and a shift in Easter timing. The company reported an operating loss of $6.43 billion, reflecting non-cash impairment losses of $7.35 billion, and a net loss of $5.46 billion, or $(4.60) per diluted share. Adjusted Operating Income decreased 18.4% to $1.04 billion, mainly due to higher advertising expense, unfavorable volume/mix, manufacturing and logistics inflation, and higher variable compensation. Adjusted EPS was $0.56, down 18.8%. Year-to-date net cash provided by operating activities was $2.09 billion, up 8.2%, and Free Cash Flow was $1.66 billion, up 10.3%. The company paid $949 million in dividends year to date and did not repurchase shares under its publicly announced program. Free Cash Flow Conversion was 123% for the six months. For fiscal 2026, the company raised its Organic Net Sales outlook to down 0.5% to down 2.0%, from down 3.5% to down 1.5%. It narrowed its Adjusted EPS outlook to $2.03 to $2.09, from $1.98 to $2.10, and now expects approximately $700 million of incremental investments compared with 2025. It also expects Free Cash Flow Conversion of approximately 110%, up from approximately 100%. The filing states that work on the previously announced separation of Kraft Heinz into two companies is currently paused.

Kraft Heinz 8-K Report, Bylaw Amendment (Jul 27, 2026)

The Kraft Heinz Company filed a Form 8-K on July 27, 2026 under Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and Item 9.01 (Financial Statements and Exhibits). The filing reports that on July 22, 2026, the Board of Directors amended and restated the Company's by-laws, effective that same date. The filing contains no financial results, operating metrics, or guidance. The amended by-laws make a broad set of governance changes. They clarify the Board's authority to postpone, reschedule, or cancel annual or special stockholder meetings, revise the quorum requirement to a majority in voting power of outstanding shares entitled to vote, and clarify the chairperson's authority to convene, recess, and adjourn meetings. They also tighten procedures for stockholder proposals and director nominations, including expanded background and beneficial-ownership disclosure, required updates before the meeting, and a cap on nominees at the number of directors to be elected. Other changes extend the maximum proxy duration from 11 months to three years, conform notice, record date, written consent, and inspector provisions to the Delaware General Corporation Law, and permit remote communication and electronic transmission. The amendments also designate the federal district courts of the United States as the exclusive forum for Securities Act of 1933 claims. The full amended and restated By-Laws are filed as Exhibit 3.1, which is incorporated by reference, and the filing also includes the iXBRL-formatted cover page for the 8-K.

Kraft Heinz 8-K Report, Executive Changes (Jun 18, 2026)

The Kraft Heinz Company filed a Form 8-K dated June 12, 2026 (reported June 18, 2026) under Item 5.02, which covers departures of certain officers. The company announced that Cory Onell, Executive Vice President and Chief Omnichannel Sales and Asia Emerging Markets Officer, will step down from his role effective June 30, 2026, to pursue other opportunities. Under the transition terms stated in the filing, Mr. Onell will remain with the Company as an advisor through March 15, 2027. He will be entitled to severance payments under the Company's Amended and Restated Severance Pay Plan for Salaried Employees, as well as a prorated annual bonus for fiscal year 2026. The filing does not disclose a successor, financial results, or any change to the Company's financial outlook. Its primary significance for investors is a senior executive departure in the commercial and Asia emerging markets leadership roles, with the advisory arrangement and severance terms providing some continuity through the transition.

Kraft Heinz 8-K Report, Regulation FD Disclosure (Jun 8, 2026)

Kraft Heinz Foods Company has instructed Deutsche Bank Trust Company Americas, trustee under the indenture for its 3.875% Senior Notes due 2027, to send a notice of partial redemption to registered holders. The company will redeem $1 billion aggregate principal amount of the $1.35 billion currently outstanding on the Notes on July 8, 2026 (the Redemption Date). The redemption price equals 100% of the principal amount being redeemed, plus accrued but unpaid interest to the Redemption Date, plus any make-whole amount. The Notes to be redeemed will be selected by lot or a similar method under The Depository Trust Company's procedures. Holders can obtain the notice of redemption and procedural details from the trustee. The filing is a Regulation FD disclosure under Item 7.01. The information is furnished, not filed, and is not incorporated by reference into other filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless specifically referenced.

Kraft Heinz 8-K Report, Material Agreement (May 21, 2026)

The Kraft Heinz Company (KHC) reported on Form 8-K that its wholly owned subsidiary, Kraft Heinz Foods Company, issued €500,000,000 of 3.500% Senior Notes due 2031 and €500,000,000 of 3.950% Senior Notes due 2034 on May 21, 2026. The notes were issued under an effective shelf registration statement, are guaranteed on a senior basis by The Kraft Heinz Company, and the net proceeds are intended to fund the purchase of the 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 tendered in a concurrent tender offer, with any excess used for general corporate purposes, which may include debt repayment. The same day, the issuer announced early tender results and pricing for its cash tender offer for up to $1.1 billion aggregate purchase price (excluding accrued interest) of the two series of notes. As of the Early Tender Time, holders had tendered $1,751,829,000 of the 2046 Notes (against $2,786,174,000 outstanding) and $822,568,000 of the 2049 Notes (against $1,450,000,000 outstanding). Because tenders of the 2046 Notes exceeded the maximum amount, the issuer accepted $1,379,414,000 of 2046 Notes on a prorated basis, using a proration factor of approximately 78.77%, and accepted no 2049 Notes at the early tender stage. The 2046 Notes carry a total consideration of $797.44 per $1,000 principal amount, including a $30 early tender premium. Early settlement for accepted tendered notes is scheduled for May 26, 2026, and the tender offer expires June 5, 2026 unless extended or terminated. The filing states that the company makes no recommendation to holders regarding whether to tender.

Kraft Heinz 8-K Report, Shareholder Vote Results (May 19, 2026)

On May 14, 2026, The Kraft Heinz Company held its 2026 Annual Meeting of Stockholders and filed the final voting results under Item 5.07 of Form 8-K. Stockholders elected all 10 nominees as directors for one-year terms expiring at the 2027 Annual Meeting. John T. Cahill received the most votes against his election (38,493,016 shares), and John C. Pope received 872,114,856 shares for and 26,922,158 against. The other nominees received fewer votes against them. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 846,476,891 shares for, 51,123,740 against, and 2,391,574 abstaining. They approved the Amended and Restated 2020 Omnibus Incentive Plan (the 2026 Plan), with 875,403,742 shares for, 22,377,915 against, and 2,210,548 abstaining. Broker non-votes were 117,137,683 on the director election, say-on-pay, and the 2026 Plan proposals. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2026, with 955,089,151 shares for, 60,577,107 against, and 1,463,630 abstaining. Broker non-votes are listed as N/A for this proposal.

Kraft Heinz 8-K Report, Corporate Update (May 13, 2026)

The Kraft Heinz Company (KHC) filed a Current Report on Form 8-K disclosing that on May 7, 2026, its 100% owned operating subsidiary, Kraft Heinz Foods Company (the "Issuer"), entered into an underwriting agreement for the offering of senior notes guaranteed by The Kraft Heinz Company (the "Guarantor"). The offering consists of €500,000,000 aggregate principal amount of 3.500% senior notes due 2031 and €500,000,000 aggregate principal amount of 3.950% senior notes due 2034. The underwriters, led by Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, agreed to purchase the notes on a firm commitment basis. The notes are expected to be issued on or around May 21, 2026, subject to customary closing conditions. The filing describes the underwriting agreement only in summary form and incorporates the full agreement by reference as Exhibit 1.1. The filing does not state the intended use of proceeds. For investors, the key takeaway is the planned issuance of €1.0 billion in total senior notes across two tranches, with maturities in 2031 and 2034, guaranteed by the parent company. The filing contains no earnings, cash flow, or balance sheet data.

Kraft Heinz 8-K Report, Regulation FD Disclosure (May 7, 2026)

On May 7, 2026, The Kraft Heinz Company (Nasdaq: KHC) announced that its 100% owned subsidiary, Kraft Heinz Foods Company, commenced a cash tender offer to purchase up to a maximum combined aggregate purchase price of $1.1 billion, excluding accrued and unpaid interest, of its outstanding 4.375% Senior Notes due June 2046 and 4.875% Senior Notes due October 2049. The 2046 Notes have $2,786,174,000 in principal outstanding and the 2049 Notes have $1,450,000,000 outstanding. The tender offer is made under an Offer to Purchase dated May 7, 2026. The 2046 Notes carry Acceptance Priority Level 1 and a fixed spread of +100 basis points over the 4.625% U.S. Treasury due February 15, 2046. The 2049 Notes carry Acceptance Priority Level 2 and a fixed spread of +116 basis points over the same Treasury. Each series carries an early tender premium of $30 per $1,000 principal amount. Holders who tender by the Early Tender Time of 5:00 p.m. New York City time on May 20, 2026 receive the Total Consideration, which includes the premium. Holders who tender after that time and by the Expiration Time of 5:00 p.m. on June 5, 2026 receive only the Tender Offer Consideration, which is the Total Consideration minus the premium. If the offer is fully subscribed by the Early Tender Time, later tenders will not be accepted. Consummation of the tender offer is subject to conditions, including receipt of proceeds from a new senior unsecured notes offering on terms satisfactory to the Issuer. The Issuer may waive this Financing Condition in its sole discretion. The Issuer may also extend, terminate, or amend the offer, or increase or waive the Maximum Tender Amount. The filing states that the Issuer expects an Early Settlement Date of May 26, 2026, and a final settlement date of June 9, 2026. The Issuer has the option to choose the early settlement date.

Kraft Heinz 8-K Report, Financial Results (May 6, 2026)

The Kraft Heinz Company reported first quarter 2026 results for the period ended March 28, 2026, in a press release furnished as Exhibit 99.1. Net sales rose 0.8% to $6.05 billion, including a 1.9 percentage point favorable currency impact and a 0.7 percentage point unfavorable divestiture impact. Organic Net Sales decreased 0.4%, with volume/mix down 1.2 percentage points and price up 0.8 percentage points. North America net sales declined 0.7%, while Emerging Markets grew 7.6% and International Developed Markets grew 3.2%. Profitability was mixed. GAAP operating income fell 4.3% to $1.15 billion, and GAAP diluted EPS rose 13.6% to $0.67, helped by lower income tax expense and unrealized commodity hedge gains. Adjusted Operating Income fell 11.8% to $1.06 billion, driven by higher advertising, manufacturing and logistics inflation, and unfavorable volume/mix. Adjusted EPS was $0.58, down 6.5%. Cash generation strengthened: operating cash flow was $1.01 billion, up 39.7%, and Free Cash Flow was $0.77 billion, up 58.9%, aided mainly by working capital changes. The company paid $474 million in dividends and repurchased no shares under its program, leaving approximately $1.5 billion of authorization. Management reaffirmed its full-year 2026 outlook, including Organic Net Sales down 1.5% to 3.5%, Constant Currency Adjusted Operating Income down 14% to 18% with about $600 million of incremental investments, and Adjusted EPS of $1.98 to $2.10. Management noted a volatile operating environment, rising inflationary pressures, and persistently low consumer sentiment, and said it retains flexibility to increase investments where returns are strong.

Kraft Heinz 8-K Report, Executive Changes (Feb 18, 2026)

The Kraft Heinz Company filed a Current Report on Form 8-K dated February 11, 2026 (announced February 18, 2026) disclosing a leadership change. Pedro Navio, Executive Vice President and President, North America, will step down from his role effective February 22, 2026, to pursue other opportunities. The filing states that he will remain with the Company as an advisor through March 6, 2026. Under the Company's Amended and Restated Severance Pay Plan for Salaried Employees, Mr. Navio will be entitled to receive severance payments. The filing does not state the amount of these payments. The 8-K is limited to this personnel announcement under Item 5.02 and does not report financial results, guidance, or other operating metrics. For investors, the key takeaway is the departure of a senior operating executive overseeing the company's North American business, with a short transition advisory period. The filing is signed by Angel Willis, Executive Vice President, Global General Counsel and Corporate Affairs Officer.

Kraft Heinz 8-K Report, Financial Results (Feb 11, 2026)

The Kraft Heinz Company reported fourth quarter and full year 2025 results on February 11, 2026, and introduced its 2026 operating plan. For full year 2025, net sales decreased 3.5% to $24.94 billion (Organic Net Sales down 3.4%). Gross profit margin fell 140 basis points to 33.3%, and the company reported an operating loss of $4.7 billion, driven by non-cash impairment losses of $9.3 billion. Adjusted Operating Income decreased 11.5% to $4.7 billion, with inflationary commodity and manufacturing costs, unfavorable volume/mix, higher advertising and R&D spending, and unfavorable foreign currency more than offsetting higher pricing. Diluted EPS was $(4.93) for the year, while Adjusted EPS was $2.60, down 15.0%. Net cash provided by operating activities was $4.5 billion and Free Cash Flow was $3.7 billion, up 15.9%. The company returned $2.3 billion to stockholders in 2025, paying $1.9 billion in dividends and repurchasing $436 million of common stock. For the fourth quarter, net sales decreased 3.4% to $6.35 billion and Diluted EPS was $0.55, down 68.8%, which the filing attributes mainly to a prior-year non-U.S. deferred tax asset recognition. Adjusted EPS was $0.67, down 20.2%. Management announced a $600 million investment across marketing, sales, R&D, product superiority and select pricing to return the business to profitable growth, and paused work related to the separation into two independent public companies, stating it will no longer incur related dis-synergies this year. For fiscal 2026, the company guides Organic Net Sales down 1.5% to down 3.5%, Constant Currency Adjusted Operating Income down 14% to down 18%, Adjusted EPS of $1.98 to $2.10, and Free Cash Flow Conversion of approximately 100%. The company reported Net Leverage of 3.0 and total debt-related balances of $1.9 billion current and $19.3 billion long-term at year end.

Kraft Heinz 8-K Report, Corporate Update (Jan 20, 2026)

On January 20, 2026, The Kraft Heinz Company filed a Form 8-K under Item 8.01 (Other Events) to report that it filed a prospectus supplement (the "Resale Prospectus Supplement") with the SEC solely to register the potential resale by its selling stockholder of up to 325,442,152 shares of common stock, par value $0.01 per share. The selling stockholder is identified as Berkshire Hathaway Inc., acting under the Amended and Restated Registration Rights Agreement dated July 2, 2015, which also includes 3G Global Food Holdings LP. The filing states that the prospectus supplement itself is not a sale of securities and does not require the selling stockholder to sell any shares. The Company would receive no proceeds from any sale by the selling stockholder, and the Company will not issue or sell any securities under the supplement. The resale registration was made under the Company's automatic shelf Registration Statement on Form S-3ASR (File No. 333-284906), previously filed on February 13, 2025. The Company filed this report to furnish a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the shares, attached as Exhibit 5.1, with the firm's consent provided as Exhibit 23.1. The filing includes an inline XBRL cover page as Exhibit 104. No financial results or operating metrics are reported in this filing.

Kraft Heinz 8-K Report, Executive Changes (Dec 16, 2025)

The Kraft Heinz Company (Nasdaq: KHC) announced a leadership transition effective January 1, 2026. The Board appointed Steve Cahillane, who most recently served as Chairman, President and CEO of Kellanova, as Chief Executive Officer and as a Board member. Cahillane will also serve as CEO of Global Taste Elevation Co. following the company's planned separation into two independent, publicly traded companies. Carlos Abrams-Rivera will step down as CEO and Board member on January 1, 2026, and remain as a senior advisor until March 6, 2026. The Board will initiate a global search for a CEO to lead North American Grocery Co. Cahillane's offer letter provides a base salary of $1,400,000, a target annual bonus of 225% of base salary, and a target annual equity award of $9,000,000 subject to Board approval. He will also receive a one-time sign-on equity award with a target value of $11,000,000, granted on or about January 30, 2026, split 50% restricted stock units and 50% performance share units. Abrams-Rivera's separation agreement provides continued base salary and benefits through the transition period, but no further bonuses, incentive compensation or equity grants, with severance subject to a release of claims. Board changes are also effective January 1, 2026: Miguel Patricio steps down as Executive Chair and resigns from employment, remaining as a non-employee director, and John T. Cahill, Vice Chair, becomes Board Chair. Cahill will continue to lead the Board's Separation Committee. The separation is expected to close in the second half of 2026, subject to customary conditions including final Board approval and a tax opinion.

Kraft Heinz 8-K Report, Financial Results (Oct 29, 2025)

The Kraft Heinz Company reported third-quarter 2025 results for the period ended September 27, 2025, with net sales of $6,237 million, down 2.3% from $6,383 million a year earlier, and Organic Net Sales down 2.5%. Volume/mix declined 3.5 percentage points, partly offset by 1.0 percentage point of price increases, with declines in coffee, cold cuts, frozen snacks, certain condiments, and Indonesia. Operating income was $1,025 million versus a loss of $(101) million in the prior-year quarter, which included $1.4 billion of impairment losses. Adjusted Operating Income fell 16.9% to $1,106 million, driven by commodity and manufacturing inflation outpacing efficiency initiatives, unfavorable volume/mix, and higher advertising. Diluted EPS was $0.52, while Adjusted EPS was $0.61, down 18.7%. For the nine months, net cash provided by operating activities was $3,086 million, up 10.4%, and Free Cash Flow was $2,490 million, up 23.3%, with Free Cash Flow Conversion of 109%. The company paid $1.4 billion in dividends and repurchased $435 million of stock year to date. Kraft Heinz also updated its full-year 2025 outlook: Organic Net Sales are now expected to decline 3.0% to 3.5%, Constant Currency Adjusted Operating Income to decline 10% to 12%, and Adjusted EPS to fall in a range of $2.50 to $2.57, down from $2.51 to $2.67. Free Cash Flow Conversion guidance was raised to at least 100% from at least 95%. The company also reaffirmed its plan, announced September 2, 2025, to separate into two independent public companies through a tax-free spin-off, expected to close in the second half of 2026. The two companies are Global Taste Elevation Co. and North American Grocery Co., whose names will be determined later. Management expects Net Leverage to stay near 3.0x during the separation and will consider using excess cash to pay down debt before completion.

Kraft Heinz 8-K Report, Executive Changes (Oct 22, 2025)

The Kraft Heinz Company (Nasdaq: KHC) reported in this Form 8-K that its Board of Directors appointed three new directors, L. Kevin Cox, Mary Lou Kelley, and Tony Palmer, effective October 22, 2025. The filing states that none of them were selected under any arrangement with another person and that none has a related-party transaction with the Company reportable under Item 404(a) of Regulation S-K. They will be compensated under the Company's non-employee director compensation program, as described in its proxy statement filed March 28, 2025. The Company announced the appointments in a press release furnished as Exhibit 99.1. Executive Chair Miguel Patricio said the directors bring senior management experience from large, complex corporations and will help the Company deliver on its core business while preparing to separate Kraft Heinz into two industry-leading companies. CEO Carlos Abrams-Rivera said their expertise in CPG, retail, e-commerce, and organizational transformation will complement the existing Board while the Company focuses on performance within its current business and on the separation into two independent, publicly traded companies. The press release describes each director's background. Cox is a former Chief Human Resources Officer at GE and American Express and previously served as a Kraft Foods Group director and a Kraft Heinz director. Kelley previously served as President, E-Commerce, at Best Buy and now sits on other public company boards. Palmer is an Operating Partner at One Rock Capital Partners and previously held senior roles at Kimberly-Clark, Kellogg, and The Coca-Cola Company. The filing describes the Company as having 2024 net sales of approximately $26 billion.

Kraft Heinz 8-K Report, Executive Changes (Sep 2, 2025)

The Kraft Heinz Company announced on September 2, 2025 that its Board of Directors unanimously approved a plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off. The two resulting companies, whose names will be determined later, are "Global Taste Elevation Co." and "North American Grocery Co." Global Taste Elevation Co. is described as having approximately $15.4 billion in 2024 net sales and approximately $4.0 billion in 2024 Adjusted EBITDA, with three billion-dollar brands (Heinz, Philadelphia and Kraft Mac & Cheese). North American Grocery Co. is described as having approximately $10.4 billion in 2024 net sales and approximately $2.3 billion in 2024 Adjusted EBITDA, with three billion-dollar brands (Oscar Mayer, Kraft Singles and Lunchables). These figures are unaudited 2024 results derived from internal management reporting and will be refined before the transaction. Carlos Abrams-Rivera, the current CEO, will remain CEO of Kraft Heinz and will become CEO of North American Grocery Co. upon completion of the separation. The Board is working with an executive search firm to identify CEO candidates for Global Taste Elevation Co. Miguel Patricio, the current Chair, will become Executive Chair, and a Separation Committee led by Vice Chair John Cahill has been formed to oversee the separation. The Company anticipates up to $300 million of dis-synergies, with opportunities to mitigate a substantial portion in the near term. The transaction is expected to close in the second half of 2026, subject to customary conditions, including final Board approval, a tax opinion on the tax-free nature of the separation, and effectiveness of SEC filings. In aggregate, the current dividend level is expected to be maintained, and management is targeting capital structures that maintain investment-grade ratings for both companies. Capital structure, board composition, company names and brand allocation will be announced later.

Kraft Heinz 8-K Report, Financial Results (Jul 30, 2025)

The Kraft Heinz Company reported results for the first quarter ended June 28, 2025 in a press release furnished as Exhibit 99.1 to this Form 8-K, dated July 30, 2025. Net sales were $6.35 billion, down 1.9% from the prior year, while Organic Net Sales decreased 2.0%. Volume/mix declined 2.7 percentage points, partially offset by 0.7 percentage points of price increases. The company reported an operating loss of $7.97 billion for the quarter, driven by $9.27 billion of impairment losses, and a diluted loss per share of $(6.60). Excluding these items, Adjusted Operating Income was $1.28 billion, down 7.5%, and Adjusted EPS was $0.69, down 11.5%. Management cited commodity cost inflation and unfavorable volume/mix as the main drivers of lower Adjusted Operating Income. Cash generation improved. Year-to-date net cash provided by operating activities was $1.93 billion, up 12.6%, and Free Cash Flow was $1.50 billion, up 28.5%, with Free Cash Flow Conversion at 96%. The company paid $951 million in dividends and repurchased $435 million of common stock year to date, and had about $1.5 billion remaining under its share repurchase authorization. The company reaffirmed its fiscal 2025 outlook, including Organic Net Sales down 1.5% to 3.5%, Adjusted EPS of $2.51 to $2.67, and Free Cash Flow flat versus the prior year. It noted that the Adjusted Gross Profit Margin is now expected at the lower end of the range of down 25 to 75 basis points. The company also said it is actively evaluating strategic transactions to unlock long-term shareholder value, following an announcement made in May. It stated there is no assurance that the review will result in any transaction and that it has not set a timetable for completion.

Kraft Heinz 8-K Report, Executive Changes (Jul 9, 2025)

The Kraft Heinz Company filed a Form 8-K on July 9, 2025, reporting a senior leadership change under Item 5.02. Marcos Eloi Lima, Executive Vice President and Chief Procurement and Sustainability Officer, will step down from that role effective August 1, 2025. He will remain with the Company as an Advisor through March 6, 2026. Janelle Aydin, currently the Company's Chief Procurement Officer, North America, will succeed Mr. Lima as Chief Procurement and Sustainability Officer effective August 1, 2025. The filing was signed by Angel Willis, Executive Vice President, Global General Counsel and Corporate Affairs Officer. The filing reports only this executive transition and does not include financial results, guidance, or other financial metrics.

Kraft Heinz 8-K Report, Material Agreement (Jul 8, 2025)

The Kraft Heinz Company (KHC) and its 100% owned subsidiary, Kraft Heinz Foods Company (Parent Borrower), entered into a Fourth Amendment, dated July 8, 2025, to the Credit Agreement dated July 8, 2022, among the Company, Parent Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The amendment extends the maturity date of the $4.0 billion revolving credit facility under the Credit Agreement from July 8, 2029, to July 8, 2030. The Amendment also makes certain revisions to the minimum shareholders' equity financial covenant and related definitions under the Credit Agreement. The filing states only these changes; it does not describe the specific revised covenant terms in the body of the 8-K, which are set out in the full text of the Amendment filed as Exhibit 10.1. For investors, the principal takeaway is a longer maturity runway on the $4.0 billion revolving credit facility, with the facility now due in July 2030, along with modifications to the minimum shareholders' equity covenant. The filing also includes the inline XBRL cover page as Exhibit 104.

Kraft Heinz 8-K Report, Executive Changes (Jun 17, 2025)

The Kraft Heinz Company (KHC) filed this Form 8-K on June 17, 2025 under Item 5.02 to report a leadership change in its finance organization. Vince Garlati, Vice President, Global Controller and Principal Accounting Officer, notified the Company on June 12, 2025 that he will step down from that role effective June 22, 2025. He will remain with the Company as Vice President of Corporate Strategic Projects. Chris Asher, age 45, the Company's Deputy Global Controller since February 2024, will succeed Mr. Garlati as Vice President, Global Controller and Principal Accounting Officer effective June 22, 2025. Mr. Asher previously served as acting Principal Accounting Officer from March 2024 to November 2024, and held prior controller and assistant global controller roles dating back to September 2018. The Human Capital and Compensation Committee approved Mr. Asher's new compensation: an annual base salary of $400,000 and a Performance Bonus Plan target of 120% of base salary. Beginning in 2026, he will be eligible for an annual equity award valued at 50% of base salary, made up of 70% performance share units and 30% restricted stock units, vesting 75% on the third anniversary and 25% on the fourth anniversary of the grant date.

Kraft Heinz 8-K Report, Executive Changes (May 20, 2025)

The Kraft Heinz Company filed this Form 8-K to report that two members of its Board of Directors, Timothy Kenesey and Alicia Knapp, each informed the Company on May 19, 2025 of their decisions to step down from the Board effective May 20, 2025. The filing states that their decisions are not the result of any disagreement with management or the Board related to the Company's operations, policies, or practices. Following these departures, the size of the Board has been reduced to ten members. The filing is limited to this Item 5.02 disclosure on departure of directors and contains no financial results, guidance, or operational metrics. For investors, the filing is primarily a governance update. It records the resignations and the reduction in board size, and it explicitly denies any disagreement-related cause for the departures.

Kraft Heinz 8-K Report, Shareholder Vote Results (May 13, 2025)

The Kraft Heinz Company (the "Company") held its 2025 Annual Meeting of Stockholders on May 8, 2025, and this Form 8-K reports the final voting results. Stockholders elected all 12 director nominees to one-year terms expiring at the 2026 Annual Meeting. Each nominee received more shares For than Against, with Timothy Kenesey (884,838,984 For; 30,636,603 Against) and John T. Cahill (887,908,354 For; 27,765,831 Against) recording the lowest For counts and the highest Against counts among the nominees. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, with 872,898,769 shares For, 40,641,979 Against, and 3,418,775 Abstaining. Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for 2025, with 965,716,403 shares For, 57,228,002 Against, and 1,468,724 Abstaining. Three stockholder proposals were submitted and none was approved: a report on recyclability claims (112,517,193 For; 799,126,127 Against), a report on plastic packaging (105,961,668 For; 805,814,767 Against), and a policy to adopt an independent Board Chair (255,895,300 For; 658,706,305 Against). Broker non-votes of 107,453,606 shares were reported on the director, say-on-pay, and proposal items.

Kraft Heinz 8-K Report, Financial Results (Apr 29, 2025)

The Kraft Heinz Company reported first-quarter 2025 results for the period ended March 29, 2025. Net sales decreased 6.4% to $5,999 million, including a 1.6 percentage point negative impact from foreign currency, while Organic Net Sales decreased 4.7%. Operating income fell 8.1% to $1,196 million and Adjusted Operating Income decreased 5.2% to $1,199 million. Diluted EPS was $0.59, down 10.6%, and Adjusted EPS was $0.62, down 10.1%. Management attributed the volume/mix decline of 5.6 percentage points to a shift in Easter timing and lower Lunchables sales, and noted that higher pricing was taken in certain categories, primarily coffee, to offset input costs. Cash generation was mixed. Net cash provided by operating activities was $0.7 billion, down 6.6%, driven mainly by higher inventory outflows tied to stock rebuilding, while Free Cash Flow was $0.5 billion, up 1.0%. The company paid $477 million in dividends and repurchased $225 million of common stock during the period, and had approximately $1.7 billion remaining under its publicly announced repurchase authorization. Balance sheet data show long-term debt rising to $20,925 million from $19,215 million at year-end 2024, and cash and cash equivalents increasing to $2,113 million. For fiscal 2025, the company now expects Organic Net Sales to decline 1.5% to 3.5%, Constant Currency Adjusted Operating Income to decline 5% to 10%, and Adjusted EPS in the range of $2.51 to $2.67. Management described lowering its full-year outlook and widening the range of expectations, citing tariffs, inflation and an uncertain operating environment. The company also expects an effective tax rate on Adjusted EPS of approximately 26%, reflecting global minimum tax regulations.

Kraft Heinz 8-K Report, Material Agreement (Feb 25, 2025)

On February 25, 2025, Kraft Heinz Foods Company, a 100% owned operating subsidiary of The Kraft Heinz Company, issued $500,000,000 of 5.200% Senior Notes due 2032 and $500,000,000 of 5.400% Senior Notes due 2035 under an effective shelf registration statement on Form S-3ASR. The notes are guaranteed on a senior basis by The Kraft Heinz Company and were issued under a 2015 indenture as supplemented by a Twelfth Supplemental Indenture. The 2032 Notes mature March 15, 2032, the 2035 Notes mature March 15, 2035, and interest is payable semi-annually on March 15 and September 15, beginning September 15, 2025. The same day, the issuer also sold €600,000,000 of 3.250% Senior Notes due March 15, 2033 (the Euro Notes), guaranteed on a senior basis by the parent and issued under a Thirteenth Supplemental Indenture. Interest on the Euro Notes is payable annually on March 15, beginning March 15, 2025. Proceeds from both offerings are intended for general corporate purposes, which may include repayment of outstanding indebtedness. The filing also reports underwriting agreements for the USD Notes (dated February 19, 2025) and the Euro Notes (dated February 20, 2025), with the respective underwriter groups named in the filing. The filing incorporates the Item 1.01 disclosure by reference into Item 2.03 and lists the supporting exhibits, including indentures, forms of notes, and legal opinions from McGuireWoods LLP and Gibson, Dunn & Crutcher LLP.

Kraft Heinz 8-K Report, Financial Results (Feb 12, 2025)

The Kraft Heinz Company reported fourth quarter and full year 2024 results on February 12, 2025, furnishing its press release as Exhibit 99.1. For full year 2024, net sales decreased 3.0% to $25.8 billion, and Organic Net Sales decreased 2.1%. Operating income fell 63.2% to $1.7 billion, driven by non-cash impairment losses of $3.7 billion, while Adjusted Operating Income rose 1.2% to $5.4 billion. Diluted EPS was $2.26, down 2.2%, and Adjusted EPS was $3.06, up 2.7%. Net cash provided by operating activities was $4.2 billion, and Free Cash Flow was $3.2 billion, up 6.6%. The company returned $2.7 billion to stockholders through $1.9 billion in dividends and $988 million in share repurchases. For the fourth quarter, net sales decreased 4.1% to $6.6 billion and Organic Net Sales decreased 3.1%, with volume/mix declining 4.1 percentage points. Operating income was $(40) million, reflecting non-cash impairment losses of $1.4 billion, largely tied to an intangible asset impairment on the Oscar Mayer brand. Diluted EPS of $1.76 was boosted by recognition of a $3.0 billion non-U.S. deferred tax asset and a related $0.6 billion valuation allowance tied to a transfer of business operations to a Netherlands subsidiary. For fiscal 2025, the company guided to Organic Net Sales flat to down 2.5%, Constant Currency Adjusted Operating Income down 1% to down 4%, and Adjusted EPS of $2.63 to $2.74. It expects an effective tax rate on Adjusted EPS of approximately 26% and Free Cash Flow flat versus the prior year.

Kraft Heinz 8-K Report, Executive Changes (Nov 15, 2024)

The Kraft Heinz Company filed this Form 8-K on November 15, 2024 under Item 5.02, reporting a leadership change in its finance organization. Vince Garlati, Vice President, Global Controller, returned from a previously announced leave of absence and will resume his role as Principal Accounting Officer, effective November 15, 2024. Chris Asher, the company's acting Principal Accounting Officer, will continue to serve as Deputy Global Controller. The filing states that Mr. Garlati, age 48, has served as Principal Accounting Officer and Global Controller since June 2018, other than during his leave. The filing also states that he was not selected under any arrangement with another person, has no familial relationships with any director or executive officer, and has no transactions with the company requiring disclosure under Item 404(a) of Regulation S-K. The filing contains no financial results, operating metrics, or compensation changes. Its significance for investors is limited to the restoration of the permanent principal accounting officer role.

Kraft Heinz 8-K Report, Financial Results (Oct 30, 2024)

The Kraft Heinz Company reported third quarter 2024 results on October 30, 2024, furnished as Exhibit 99.1 to this Form 8-K. Net sales decreased 2.8% to $6.38 billion, and Organic Net Sales decreased 2.2%, with price up 1.2 percentage points and volume/mix down 3.4 percentage points. North America net sales fell 3.4%, International Developed Markets was down 0.2%, and Emerging Markets declined 2.4%. Operating income was a loss of $(101) million, driven by $1.4 billion of non-cash impairment losses, including an intangible asset impairment largely on the Lunchables brand and a goodwill impairment related to the Continental Europe reporting unit. Diluted EPS was $(0.24), while Adjusted EPS rose 4.2% to $0.75 and Adjusted Operating Income rose 1.4% to $1.33 billion. Year-to-date net cash provided by operating activities was $2.8 billion, up 6.7%, and Free Cash Flow was $2.0 billion, up 9.7%. The company paid $1.5 billion in cash dividends and repurchased $538 million of common stock year to date, with approximately $2.4 billion remaining under its publicly announced repurchase authorization as of September 28, 2024. For fiscal 2024, Kraft Heinz now expects Organic Net Sales, Adjusted Operating Income growth, and Adjusted EPS growth at the low end of its previous guidance ranges, with Adjusted EPS of $3.01 to $3.07. Management said a recovery in U.S. Retail is taking longer than originally anticipated, with pressure in specific categories, while Global Away From Home and Emerging Markets are expected to maintain momentum.

Kraft Heinz 8-K Report, Executive Changes (Oct 28, 2024)

The Kraft Heinz Company (Nasdaq: KHC) filed this Current Report on Form 8-K to disclose the October 24, 2024 appointment of Debby Soo to its Board of Directors, effective as of that date. The filing states that Ms. Soo was not selected under any arrangement or understanding with other persons and that there are no transactions between her and the Company reportable under Item 404(a) of Regulation S-K. She will be compensated under the Company's non-employee director compensation program, as described in its proxy statement filed March 22, 2024. The accompanying press release (Exhibit 99.1), dated October 28, 2024, identifies Ms. Soo as CEO of OpenTable, Inc., a role she has held for more than four years. Previously she spent more than 10 years at KAYAK, where she most recently served as Chief Commercial Officer, and earlier held positions at Google and Citigroup Global Markets. She has also served on the Board of Directors of EverCommerce Inc. since 2021. Chair Miguel Patricio and CEO Carlos Abrams-Rivera framed her expertise in technology development, global business strategy, and organizational transformation as relevant to the Board's oversight of long-term growth strategy. The filing is a governance disclosure and does not report financial results, guidance, or financial statement figures. The press release notes that Kraft Heinz had 2023 net sales of approximately $27 billion and describes its portfolio as eight consumer-driven product platforms.

Kraft Heinz 8-K Report, Material Agreement (Sep 27, 2024)

The Kraft Heinz Company (KHC) and its wholly owned subsidiary Kraft Heinz Foods Company (Parent Borrower) entered into a Third Amendment, dated September 27, 2024, to the Credit Agreement dated July 8, 2022, among the Company, Parent Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. The amendment extends the maturity date of the $4.0 billion revolving credit facility under the Credit Agreement from July 8, 2028 to July 8, 2029. The filing is limited to this material definitive agreement. It reports no other financial results, guidance, or operating developments. The full text of the amendment is filed as Exhibit 10.1 and incorporated by reference, and the filing includes an inline XBRL cover page as Exhibit 104. For investors, the key takeaway is a one-year extension of the company's $4.0 billion revolving credit facility maturity, pushing the expiration out to July 2029. The filing does not state any change to the facility size, pricing, or other terms beyond the maturity date.

Kraft Heinz 8-K Report, Executive Changes (Aug 5, 2024)

The Kraft Heinz Company announced on August 5, 2024 that Rashida La Lande, Executive Vice President and Chief Legal and Corporate Affairs Officer, is stepping down from her role effective immediately. The filing states that her decision is not due to any disagreement or dispute with the Company. She will remain with the Company as an advisor for a transition period through the completion of certain strategic projects. Under a Separation Agreement, and in recognition of her actual performance for 2024 and her agreement to remain as an advisor and to restrictive covenants, Ms. La Lande will receive a pro-rata payment of her annual bonus under the Company's Performance Bonus Plan. Her matching restricted stock units from the Bonus Investment Plan, along with accrued dividend equivalent units, which would otherwise vest three years after grant, will vest pro rata at 33% for her 2023 grant and 66% for her 2022 grant. For investors, the filing is a senior legal executive departure disclosed under Item 5.02, with the key terms of her separation compensation and advisory role set out. The filing does not describe a successor or any financial results.

Kraft Heinz 8-K Report, Financial Results (Jul 31, 2024)

The Kraft Heinz Company reported second-quarter 2024 results for the period ended June 29, 2024, in a press release furnished as Exhibit 99.1. Net sales declined 3.6% to $6.48 billion, and Organic Net Sales decreased 2.4%, with volume/mix down 3.4 percentage points partly offset by price up 1.0 percentage point. Management attributed the weaker top line to cautious consumer sentiment. Operating income fell 62.1% to $522 million, primarily due to a non-cash goodwill impairment loss of $854 million, while Adjusted Operating Income rose 2.0% to $1.38 billion on gross savings, lower commodity and logistics costs, and higher pricing. Diluted EPS was $0.08, down 90.1%, reflecting the impairment. Adjusted EPS was $0.78, down 1.3%, mainly because the prior year included a one-time tax benefit. Year-to-date operating cash flow was $1.71 billion, up 8.1%, and Free Cash Flow was $1.17 billion, up 8.7%. The company paid $969 million in dividends and repurchased $537 million of stock year to date, with $2.4 billion remaining under its repurchase authorization. For fiscal 2024, Kraft Heinz now expects Organic Net Sales to be down 2% to flat, compared with prior guidance of 0% to 2% growth, and Adjusted Operating Income growth of 1% to 3%, down from 2% to 4%. Adjusted EPS guidance was reaffirmed at $3.01 to $3.07, and the outlook excludes any additional share repurchases in 2024.

Kraft Heinz 8-K Report, Shareholder Vote Results (May 8, 2024)

The Kraft Heinz Company filed this Current Report on Form 8-K under Item 5.07 to disclose the final voting results from its 2024 Annual Meeting of Stockholders, held on May 2, 2024. The filing covers no financial results. Stockholders elected all 11 director nominees to one-year terms expiring at the 2025 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and they approved the selection of PricewaterhouseCoopers LLP as independent auditors for 2024. All three stockholder proposals were voted down. The proposals sought a report on recyclability claims, a report on group-housed pork, and a report on greenhouse gas goals. Each was defeated, with the greenhouse gas goals proposal receiving the fewest "For" votes of the three. For investors, the results show broad support for the current board and management pay practices, with no director nominee losing an election. Shareholder opposition to the environmental and sourcing-related proposals was substantial. Broker non-votes were reported as 106,420,223 shares on the director election and say-on-pay items.

Kraft Heinz 8-K Report, Financial Results (May 1, 2024)

The Kraft Heinz Company reported first quarter 2024 results for the period ended March 30, 2024, in a press release furnished as Exhibit 99.1. Net sales were $6.41 billion, down 1.2 percent versus the prior year, while Organic Net Sales decreased 0.5 percent. Price increased 2.7 percentage points, offset by a 3.2 percentage point decline in volume/mix, which management attributed to elasticity from pricing actions and the reduction of SNAP benefits in the United States. Gross profit rose 6.2 percent to $2.24 billion, and operating income rose 4.7 percent to $1.30 billion, driven largely by unrealized gains on commodity hedges. Diluted EPS was $0.66, down 2.9 percent, reflecting a net loss on the sale of businesses and higher tax expense. Adjusted EPS was $0.69, up 1.5 percent, and Adjusted Operating Income was $1.27 billion, up 1.7 percent. Cash generation improved, with net cash from operating activities of $771 million, up 58.6 percent, and Free Cash Flow of $477 million, up 116.8 percent. The company paid $486 million in dividends and repurchased $329 million of common stock, of which $150 million was under its publicly announced program. Remaining authorization under that program was $2.6 billion as of March 30, 2024. Kraft Heinz reaffirmed its full-year 2024 outlook, including Organic Net Sales growth of 0 to 2 percent, Adjusted Operating Income growth of 2 to 4 percent, and Adjusted EPS growth of 1 to 3 percent, or $3.01 to $3.07. The outlook does not contemplate additional share repurchases in 2024.

Kraft Heinz 8-K Report, Corporate Update (Apr 18, 2024)

The Kraft Heinz Company (KHC) filed this Form 8-K on April 18, 2024 to disclose two changes made in the first quarter of 2024 to its internal reporting and reportable segments, along with supplemental historical segment information (Exhibit 99.1) that recasts prior periods. The Company divided its former International segment into three operating segments: International Developed Markets (Europe and Pacific Developed Markets), West and East Emerging Markets (WEEM), and Asia Emerging Markets (AEM). WEEM and AEM are combined and disclosed as Emerging Markets, so the Company now has two reportable segments defined by geographic region, North America and International Developed Markets, plus Emerging Markets. Certain corporate expenses previously reported within International were reallocated to general corporate expenses, and this reallocation is reflected in all historical periods presented. Management also changed its primary measure of segment profitability from Segment Adjusted EBITDA to Segment Adjusted Operating Income, which it says will better align segment evaluation with its long-term strategic plan. The filing states that these changes had no impact on the condensed consolidated financial statements in the Company's Forms 10-Q or on the consolidated financial statements in its 2023 Form 10-K filed February 15, 2024. The supplemental information is unaudited, is provided for informational purposes, and is not indicative of future or annual results. On the recast basis, for fiscal 2023 North America delivered net sales of $20.13 billion and Segment Adjusted Operating Income of $5.05 billion, International Developed Markets delivered net sales of $3.62 billion and Segment Adjusted Operating Income of $522 million, and Emerging Markets delivered net sales of $2.89 billion and Segment Adjusted Operating Income of $376 million. General corporate expenses were $651 million on an Adjusted Operating Income basis, and Kraft Heinz Adjusted Operating Income was $5.30 billion for 2023.

Kraft Heinz 8-K Report, Material Agreement (Mar 1, 2024)

The Kraft Heinz Company (KHC) disclosed that on February 27, 2024, its 100% owned operating subsidiary, Kraft Heinz Foods Company (the Issuer), issued €550,000,000 of 3.500% Senior Notes due March 15, 2029. The Notes were sold under an effective shelf registration statement on Form S-3 and are guaranteed on a senior basis by The Kraft Heinz Company. The notes were issued under a 2015 Indenture as supplemented by the Eleventh Supplemental Indenture dated March 1, 2024, with Deutsche Bank Trust Company Americas as trustee. The Issuer intends to use the proceeds for general corporate purposes, which may include repaying outstanding indebtedness. Interest is payable annually on March 15, beginning March 15, 2024. The filing also reports an underwriting agreement dated February 27, 2024 with Barclays Bank PLC, Deutsche Bank AG, London Branch, and J.P. Morgan Securities plc as representatives of the underwriters. The filing is primarily a financing disclosure. It adds a euro-denominated debt obligation to the company's capital structure, with full terms deferred to the referenced exhibits, including the Eleventh Supplemental Indenture, the form of note, and legal opinions from McGuireWoods LLP and Gibson, Dunn & Crutcher LLP.

Kraft Heinz 8-K Report, Executive Changes (Feb 28, 2024)

The Kraft Heinz Company (KHC) filed this Form 8-K on February 28, 2024 to report a board change under Item 5.02. On February 22, 2024, directors Gregory E. Abel and Susan Mulder each informed the Company of their decision to retire from the Board effective at the 2024 Annual Meeting of Stockholders. The filing states that both decisions are based on other business commitments and are not the result of any disagreement with management or the Board regarding the Company's operations, policies, or practices. Mr. Abel currently serves as Vice Chair, Non-Insurance Operations of Berkshire Hathaway Inc. The filing also notes that Timothy Kenesey, President and Chief Executive Officer of MedPro Group Inc., a Berkshire Hathaway subsidiary, and Alicia Knapp, President and Chief Executive Officer of BHE Renewables, LLC, a Berkshire Hathaway subsidiary, will stand for re-election at the 2024 Annual Meeting. The filing states that as of February 10, 2024, Berkshire Hathaway owned approximately 26.8% of the Company's common stock. For investors, the filing is primarily a governance update. It discloses two board departures and the planned re-election of two Berkshire Hathaway-affiliated executives, which is relevant given Berkshire's significant ownership stake.

Kraft Heinz 8-K Report, Executive Changes (Feb 22, 2024)

The Kraft Heinz Company filed this Form 8-K on February 22, 2024 to report a personnel change in its finance organization under Item 5.02. Vince Garlati, Vice President, Global Controller and Principal Accounting Officer, notified the company on February 21, 2024 that he would take a personal leave of absence beginning March 7, 2024. Chris Asher was appointed acting Principal Accounting Officer effective March 7, 2024, while continuing as Deputy Global Controller, a role he has held since February 2024. Mr. Asher, age 43, previously served as Vice President, North America Controller from January 2022 to February 2024, Assistant Global Controller from July 2020 to January 2022, and Assistant Global Controller, Consolidations and Financial Reporting from September 2018 to July 2020. The filing states he was not selected pursuant to any arrangement or understanding with any other person, has no familial relationships with any director or executive officer, and has no transactions with the company requiring disclosure under Item 404(a) of Regulation S-K. For investors, this is a routine, temporary leave-driven change in the accounting leadership role rather than a change in the company's financial strategy or results. The filing contains no financial figures.

Kraft Heinz 8-K Report, Regulation FD Disclosure (Feb 21, 2024)

The Kraft Heinz Company (Nasdaq: KHC) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a press release issued February 21, 2024, ahead of its presentation at the 2024 Consumer Analyst Group of New York (CAGNY) Conference. The release states that CEO Carlos Abrams-Rivera and Global CFO Andre Maciel would discuss how the company plans to deliver consistent top-tier stockholder returns. The company describes three Growth Pillars (North America Retail, Global Away From Home, and Emerging Markets), supported by "Enablers of Growth" including marketing, R&D, technology, innovation, sales excellence, and a new Brand Growth System. It also says it has realigned its portfolio around three new platform roles: Accelerate, Protect, and Balance, with Accelerate platforms (Taste Elevation, Easy Ready Meals, and Substantial Snacking) set to receive prioritized investment. The long-term financial algorithm is unchanged except that the Adjusted EBITDA target is replaced by an Adjusted Operating Income target. The stated long-term targets are Organic Net Sales growth of 2% to 3%, Adjusted Operating Income growth of 4% to 6%, Adjusted EPS growth of 6% to 8%, and Free Cash Flow Conversion at approximately 100%. The company reiterated its 2024 outlook from its fourth-quarter and full-year 2023 earnings: Organic Net Sales growth of 0% to 2%, Adjusted Operating Income growth of 2% to 4%, and Adjusted EPS of $3.01 to $3.07 (1% to 3% growth). It also expects an unfavorable impact of approximately $45 million in interest and other expense/(income), and the outlook excludes any additional share buybacks in 2024. The filing is largely a forward-looking strategic and guidance update rather than a results release. Investors should note that the outlook is presented on a non-GAAP basis and that the company states it cannot reconcile these measures to GAAP without unreasonable effort. The company also notes that 2023 net sales were approximately $27 billion.

Kraft Heinz 8-K Report, Financial Results (Feb 14, 2024)

The Kraft Heinz Company reported fourth quarter and full year 2023 results on February 14, 2024, as described in a press release furnished as Exhibit 99.1. For fiscal year 2023, net sales rose 0.6% to $26.64 billion, including a negative 1.8 percentage point impact from a 53rd week in the prior year. Organic Net Sales increased 3.4%, driven by price increases of 8.9 percentage points, partly offset by volume/mix declines of 5.5 percentage points. Net income increased 20.2% to $2.85 billion (net income attributable to common shareholders $2,855 million), and diluted EPS was $2.31, up 20.9%. Adjusted EPS was $2.98, up 7.2%, and Adjusted EBITDA was $6.31 billion, up 5.1%. Free Cash Flow was $2.96 billion, and the company ended 2023 at its target Net Leverage of approximately 3.0x. The fourth quarter was weaker. Net sales fell 7.1% to $6.86 billion, with Organic Net Sales down 0.7%, and volume/mix declined 4.4 percentage points amid consumer pressure, including the reduction of SNAP benefits in the United States. Diluted EPS was $0.61, down 15.3%, and Adjusted EPS was $0.78, down 8.2%. The fourth-quarter results included a 6.9 percentage point negative impact from a 53rd week in the prior year period, and a $162 million non-cash charge tied to the settlement of a U.K. defined benefit pension plan. For fiscal 2024, the company guided to Organic Net Sales growth of 0 to 2%, Adjusted Operating Income growth of 2 to 4%, and Adjusted EPS growth of 1 to 3%, or $3.01 to $3.07. The outlook does not include additional share buybacks. The company also noted that it announced a $3.0 billion share repurchase program on November 27, 2023, with $2.7 billion remaining as of December 30, 2023.

Kraft Heinz 8-K Report, Corporate Update (Nov 27, 2023)

The Kraft Heinz Company announced on November 27, 2023 that its Board of Directors approved a share repurchase program authorizing the repurchase of up to $3 billion of the Company's outstanding shares of common stock through December 26, 2026. The filing states that the Company considers its historical and expected business performance, cash and liquidity position, global economic and market conditions, and the market price of its common stock when determining how much capital to allocate to repurchases. Repurchases may be made through open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or other means, with timing, manner, price and amount at the Company's discretion. The Company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended, or discontinued at any time. The program is in addition to share repurchases made to offset the dilutive effect of equity-based compensation. The filing is a brief disclosure under Item 8.01 (Other Events) and includes forward-looking statements, noting that actual results may differ materially due to risks including the ability to implement share repurchase and dividend plans, changes in the stock price, and global economic and market conditions.

Kraft Heinz 8-K Report, Financial Results (Nov 1, 2023)

The Kraft Heinz Company reported third quarter 2023 results on November 1, 2023, furnished as Exhibit 99.1. Net sales rose 1.0% to $6.57 billion, with Organic Net Sales up 1.7%, driven by price increases of 7.1 percentage points offset by volume/mix declines of 5.4 percentage points. Net income fell 41.7% to $254 million, primarily due to higher non-cash impairment losses and higher tax expenses, while Adjusted EBITDA grew 11.9% to $1.57 billion. Diluted EPS was $0.21, down 40.0%, and Adjusted EPS was $0.72, up 14.3%. The company said it reached its target Net Leverage of approximately 3.0x, with Net Leverage at 2.9x. The company raised its full-year 2023 outlook for Constant Currency Adjusted EBITDA growth to 5 to 7 percent (from 4 to 6 percent) and Adjusted EPS to $2.91 to $2.99 (from $2.83 to $2.91), while narrowing Organic Net Sales growth to 4 to 6 percent, closer to approximately 4%. Year-to-date operating cash flow was $2.6 billion, up 72.8%, and Free Cash Flow was $1.8 billion, up 108.2%. The filing also announces leadership changes effective at the start of fiscal 2024: Pedro Navio named EVP & President, North America, succeeding Carlos Abrams-Rivera, who will serve as CEO; the International Zone is being split into three zones. The President, International Markets role held by Rafael Oliveira will be eliminated effective December 31, 2023, with Oliveira staying as an Advisor through March 31, 2024, and receiving severance under the company's plan.

Kraft Heinz 8-K Report, Executive Changes (Aug 14, 2023)

On August 8, 2023, The Kraft Heinz Company's Board of Directors appointed Carlos Abrams-Rivera as President of Kraft Heinz, effective immediately, and as Chief Executive Officer and a Board member effective January 1, 2024. He succeeds Miguel Patricio, who has served as CEO since 2019 and Chair of the Board since 2022. Patricio will become Non-Executive Chair of the Board on January 1, 2024. Abrams-Rivera has served as Executive Vice President and President of the North America Zone since December 2021, leading the company's U.S. and Canada businesses. The filing sets out Abrams-Rivera's compensation. As President in 2023, he will receive a special bonus payable in March 2024 equal to 20% of his 2023 actual bonus. Effective January 1, 2024, he will receive a $1,100,000 annual base salary, a Performance Bonus Plan target of 300% of base salary with a maximum of 120% of target, eligibility for the Bonus Investment Plan, and an annual equity award target of $5,000,000 split 30% restricted stock units and 70% performance share units. The filing states his CEO compensation program is consistent with Patricio's 2023 program but not with the program Patricio received when he became CEO in 2019, which reflects the Compensation Committee's disfavor of front-loaded multi-year equity grants. The filing also furnishes a press release dated August 14, 2023, in which the Board's Lead Director, Jack Pope, credited Patricio with leading the company's turnaround and described the succession as reflecting the Board's succession planning. The filing does not report financial results for the period.

Kraft Heinz 8-K Report, Financial Results (Aug 2, 2023)

The Kraft Heinz Company furnished a press release announcing results for the second quarter ended July 1, 2023, under Item 2.02 of this Form 8-K. Net sales rose 2.6% to $6.72 billion, with Organic Net Sales up 4.0%. Price contributed 11.0 percentage points to growth, while volume/mix declined 7.0 percentage points, which the company attributed primarily to elasticity impacts from pricing actions. Net income increased 277.0% to $998 million, driven mainly by lapping prior-year non-cash impairment losses, higher Adjusted EBITDA, and unrealized gains on commodity hedges. Adjusted EBITDA rose 6.0% to $1.61 billion, and Diluted EPS was $0.81, compared with $0.21 a year earlier. Adjusted EPS was $0.79, up 12.9%. Management cited higher pricing and efficiency gains as the main drivers of Adjusted EBITDA growth, partly offset by higher supply chain costs, unfavorable volume/mix, and increased investment in marketing, people, technology, and research & development. Year-to-date net cash provided by operating activities was $1.58 billion, up 101.2%, and Free Cash Flow was $1.08 billion, up 205.8%. Management said that U.S. market share performance was a headwind in the quarter, but that share trends improved each month following the action plans laid out in the first quarter. For fiscal 2023, the company reaffirmed its outlook for Organic Net Sales growth of 4% to 6% and Constant Currency Adjusted EBITDA growth of 4% to 6%. It raised its expected Adjusted Gross Profit Margin expansion to 150 to 200 basis points, from 125 to 175 basis points previously, and kept Adjusted EPS guidance at $2.83 to $2.91.

Kraft Heinz 8-K Report, Material Agreement (Jul 21, 2023)

The Kraft Heinz Company and its wholly owned subsidiary Kraft Heinz Foods Company (Parent Borrower) entered into a First Amendment, dated July 21, 2023, to their Credit Agreement dated July 8, 2022, with JPMorgan Chase Bank, N.A. as administrative agent. The Credit Agreement provides aggregate commitments of $4.0 billion through July 8, 2027. The Amendment extends the revolving maturity date from July 8, 2027 to July 8, 2028. It also amends the commitments of the lenders listed in Schedule 2.01 as of the Amendment's effective date. The filing describes the Amendment as a material definitive agreement and attaches the full text as Exhibit 10.1. The filing also includes an inline XBRL cover page as Exhibit 104. The filing does not describe any change to the $4.0 billion commitment amount, pricing, or other financial terms beyond the maturity extension and lender commitment updates.

Kraft Heinz 8-K Report, Regulation FD Disclosure (Jun 20, 2023)

The Kraft Heinz Company posted a fact sheet to its website on June 20, 2023, which it may use in conversations with investors and analysts, and furnished it as Exhibit 99.1 to this Current Report on Form 8-K. The fact sheet is titled "Attractive Combination of Geography, Channel and Platform is Driving Long-Term Growth." It shows net sales mix based on fiscal year 2022: the North America Zone at 77% of total net sales, including US Retail at 62% and Canada Retail at 6%, and the International Zone at 23%. It also lists long-term organic net sales growth targets by segment: North America Retail +1-2%, North America Foodservice +5%, Emerging Markets (Retail) +13%, Developed Markets (Retail) +10%, International Foodservice +10%, and total Kraft Heinz +2-3%. The fact sheet defines Organic Net Sales as net sales excluding the impact of currency, acquisitions and divestitures, and a 53rd week of shipments, and states that the company uses this non-GAAP measure to compare performance on a consistent basis. The company states it cannot provide a reconciliation of its non-GAAP guidance to the most comparable GAAP measure without unreasonable effort, citing the uncertainty of predicting currency, acquisition and divestiture impacts. The filing is a Regulation FD disclosure, and the information is furnished rather than filed, so it is not subject to Section 18 liability or incorporated into Securities Act or Exchange Act filings unless specifically referenced. The fact sheet's forward-looking statements are qualified by risk factors in the company's Form 10-K and subsequent filings.