01—Abstract
Summary
Summary of the 8-K filed January 20, 2026. Cited figures are marked; the original filing is the authoritative source.
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 $0.01a 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.
02—Key points
Key Highlights
- Item 8.01 (Other Events): The Company filed a prospectus supplement on January 20, 2026 to register resale of up to 325,442,152 common shares by a selling stockholder.
- Selling stockholder: Berkshire Hathaway Inc., under the Amended and Restated Registration Rights Agreement dated July 2, 2015 (with 3G Global Food Holdings LP named as a party).
- No proceeds to the Company: The Company will not receive any proceeds from resales and will not issue or sell securities under the Resale Prospectus Supplement.
- No obligation to sell: Filing the supplement does not itself constitute a sale and does not necessarily mean the selling stockholder will sell any shares.
- Registration vehicle: The resale was registered under the automatic shelf Registration Statement on Form S-3ASR (File No. 333-284906), filed February 13, 2025.
- Legal opinion: Skadden, Arps, Slate, Meagher & Flom LLP provided an opinion on the validity of the shares (Exhibit 5.1) and consent (Exhibit 23.1).
- No financial results: The filing does not report earnings, revenue, or other financial performance data.
03—Questions
Frequently Asked Questions
Is Kraft Heinz issuing new shares or raising capital with this filing?
No. The filing states that no securities will be issued or sold by the Company pursuant to the Resale Prospectus Supplement, and the Company would not receive any proceeds from sales by the selling stockholder.
Who is selling the shares and how many are covered?
The selling stockholder is Berkshire Hathaway Inc. The prospectus supplement registers the potential resale of up to an aggregate of 325,442,152 shares of the Company's common stock, par value $0.01 per share.
Does this filing mean Berkshire Hathaway is selling its stake?
Not necessarily. The filing states that the prospectus supplement is not itself a sale of securities and does not necessarily mean the selling stockholder will choose to sell any Shares.
Under what agreement is the resale registration being made?
The registration is made pursuant to the Amended and Restated Registration Rights Agreement dated as of July 2, 2015, among the Company, 3G Global Food Holdings LP and Berkshire Hathaway Inc.
Why did the Company file this 8-K?
The Company filed this report to provide the legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the shares covered by the Resale Prospectus Supplement, attached as Exhibit 5.1 and incorporated by reference.
04—Continue