KHC SEC Filings

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 Quarterly Report for Q2 Ended Jun 27, 2026

Kraft Heinz reported a large second-quarter 2026 net loss driven by non-cash impairments. For the three months ended June 27, 2026, net sales were $6.26 billion versus $6.35 billion a year earlier, and operating loss was $6.43 billion, reflecting $2.44 billion of goodwill impairment losses and $4.91 billion of intangible asset impairment losses. Net loss attributable to common shareholders was $5.46 billion, or $(4.60) per diluted share, compared with $(6.60) a year earlier. Management's Adjusted Operating Income was $1.04 billion, down 18.4% from $1.28 billion, and Adjusted EPS was $0.56, down 18.8% from $0.69. Organic Net Sales declined 1.3%, with unfavorable volume/mix of 2.6 pp partly offset by higher pricing of 1.3 pp. The filing attributes the impairments to the market's perceived risk of achieving cash flow projections, and notes that updated expectations reflect increased marketing, sales and R&D investments. Several reporting units and brands were written down to zero excess fair value, and the company states that additional impairments are possible. Goodwill fell to $19.71 billion and indefinite-lived intangible assets to $29.15 billion from $34.17 billion at year-end 2025. Total equity declined to $36.12 billion from $41.78 billion. On the balance sheet and cash side, the company repaid $1.9 billion of senior notes maturing in June 2026, and completed a tender offer for $1.4 billion of its 2046 Notes, recognizing a $265 million gain on extinguishment of debt. Total debt was $19.0 billion at June 27, 2026 versus $21.2 billion at December 27, 2025. Operating cash flow was $2.09 billion for the six months, and the Board declared a $0.40 per share quarterly dividend payable September 25, 2026. The filing also states that work on the previously announced separation into two companies remains paused, and that the long-term debt ratings are BBB with a negative outlook from S&P and Fitch and Baa2 under review for downgrade from Moody's.

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 Quarterly Report for Q1 Ended Mar 28, 2026

Kraft Heinz reported first-quarter 2026 results for the three months ended March 28, 2026. Net sales rose 0.8% to $6.0 billion, including a favorable 1.9 pp currency impact, while Organic Net Sales decreased 0.4% to $5.9 billion, as higher pricing (0.8 pp) was more than offset by unfavorable volume/mix (1.2 pp). Operating income decreased 4.3% to $1.1 billion, and Adjusted Operating Income decreased 11.8% to $1.1 billion, driven by higher advertising expenses, manufacturing and logistics inflation that outpaced efficiency initiatives, and unfavorable volume/mix. Reported diluted EPS rose 13.6% to $0.67, helped by a lower effective tax rate of 20.9% and a non-cash $45 million benefit from settling the U.S. Retiree Life Insurance Plan, while Adjusted EPS fell 6.5% to $0.58. Cash generation improved, with operating cash flow of $1.0 billion versus $720 million a year earlier, driven mainly by working capital changes. Cash and cash equivalents rose to $3.3 billion at March 28, 2026. Total long-term debt including the current portion was $21.1 billion. The company expects to use proceeds from the sale of a significant portion of its available-for-sale debt securities to repay approximately $1.9 billion of senior notes maturing in June 2026. Management also declared a $0.40 per share dividend payable June 26, 2026, and made no share repurchases in the quarter. The Board has paused work on the previously announced separation into two independent public companies, and the quarter included $56 million of separation costs. The filing also discloses an unreserved IRS transfer pricing dispute with potential additional U.S. federal tax of roughly $200 million to $210 million per year for 2018 through 2022, plus penalties, and notes that Iran conflict-related inflation pressures are expected to increase through 2026. Goodwill and indefinite-lived intangible assets remain large at $22.2 billion and $34.1 billion respectively, with several reporting units and brands having limited headroom above carrying value.

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 Annual Report, Year Ended Dec 27, 2025

The Kraft Heinz Company reported a sharply weaker 2025 for its fiscal year ended December 27, 2025. Net sales declined 3.5% to $24.9 billion from $25.8 billion, with Organic Net Sales down 3.4%, driven mainly by unfavorable volume/mix (4.1 pp) that more than offset higher pricing (0.7 pp). The company posted an operating loss of $4.7 billion versus operating income of $1.7 billion in 2024, and a net loss of $5.8 billion, or $(4.93) per diluted share, compared with net income of $2.7 billion, or $2.26 per diluted share, a year earlier. The results were driven primarily by impairment losses of $9.3 billion, including $6.7 billion of goodwill impairments and $2.6 billion of intangible asset impairments. Adjusted Operating Income fell 11.5% to $4.7 billion, and Adjusted EPS declined 15.0% to $2.60. The Board has paused work on the previously announced separation of the company into two independent public companies, which had been announced on September 2, 2025. The filing states that if work resumes, completion would be subject to customary conditions, including favorable tax opinions. Cash flow was steadier: operating cash flow was $4.5 billion, capital expenditures were $801 million, and dividends paid were $1.9 billion. Cash and cash equivalents rose to $2.6 billion, and total long-term debt, including the current portion, was $21.2 billion. The company declared a quarterly dividend of $0.40 per share in the first quarter of 2026. Investors should note the concentration and risk profile disclosed in the filing. Walmart Inc. accounted for approximately 21% of net sales, and Berkshire Hathaway owns approximately 27.5% of the common stock, with a prospectus supplement registering up to 325,442,152 shares for resale. The filing also discloses goodwill and intangible assets of $59.7 billion, with significant headroom risk for several reporting units and brands, and a pending IRS examination with proposed adjustments. Credit ratings are BBB (S&P), BBB with negative watch (Fitch), and Baa2 under review for downgrade (Moody's) as of the filing date.

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 Quarterly Report for Q3 Ended Sep 27, 2025

The Kraft Heinz Company's third-quarter 2025 Form 10-Q (quarter ended September 27, 2025) shows net sales of $6.24 billion, down 2.3% from $6.38 billion a year earlier, with Organic Net Sales down 2.5% driven by unfavorable volume/mix (3.5 pp) that more than offset higher pricing (1.0 pp). Reported results swung to operating income of $1.03 billion and net income of $613 million, versus an operating loss of $101 million and net loss of $290 million in the prior-year quarter, mainly because of much lower non-cash impairment losses. For the nine months, the company recorded a net loss of $6.50 billion after goodwill impairment losses of $6.73 billion and intangible asset impairment losses of $2.57 billion, while Adjusted Operating Income fell 9.9% to $3.58 billion and Adjusted EPS fell 13.5% to $1.92. Management attributes the margin pressure to commodity and manufacturing inflation outpacing efficiency gains, along with tariff-related cost increases and higher advertising expense. The company announced on September 2, 2025 a plan to separate into two publicly traded companies through a tax-free spin-off, expected to be completed in the second half of 2026. The two resulting companies are referred to as "Global Taste Elevation Co." and "North American Grocery Co." The separation remains subject to final board approval, favorable tax opinions, and SEC filings, and the company incurred $17 million of separation costs in the quarter. Liquidity remains solid, with cash and cash equivalents of $2.11 billion, marketable securities of $1.02 billion, and total debt (current plus long-term) of $21.2 billion at a carrying value. Operating cash flow was $3.09 billion for the nine months, and the company paid $1.42 billion in dividends. The filing also notes that the company now maintains six reporting units with goodwill of $22.2 billion and brands with $34.1 billion of indefinite-lived intangibles, several of which have limited headroom above carrying value, so further impairments remain a risk. The filing discloses an IRS transfer pricing matter covering 2018 through 2022, with proposed additional U.S. federal tax of roughly $200 million to $210 million per year, excluding interest and penalties, for which no reserve has been recorded because the company strongly disagrees with the IRS's positions.

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 Quarterly Report for Q2 Ended Jun 28, 2025

Kraft Heinz reported a sharply weaker second quarter ended June 28, 2025, driven by non-cash impairments. Net sales fell 1.9% to $6.4 billion for the quarter (Organic Net Sales down 2.0%), with unfavorable volume/mix (2.7 pp) more than offsetting higher pricing (0.7 pp). Operating income swung to a loss of $8.0 billion, versus income of $522 million a year earlier, as the company recorded $6.7 billion of goodwill impairment losses and $2.6 billion of intangible asset impairment losses after its interim test triggered by the sustained decline in share price and market capitalization. Net loss attributable to common shareholders was $7.8 billion, or $(6.60) per diluted share, compared with $102 million, or $0.08 per share, a year earlier. Adjusted EPS, a non-GAAP measure excluding impairments and other items, decreased 11.5% to $0.69, and Adjusted Operating Income decreased 7.5% to $1.3 billion. For the first half, net sales decreased 4.2% to $12.4 billion and Adjusted EPS decreased 10.9% to $1.31. Management cited increased commodity cost inflation, which more than offset efficiency initiatives, and unfavorable volume/mix, particularly in North America. Emerging Markets was the bright spot, with Segment Adjusted Operating Income up 52.3% in the quarter. Goodwill fell to $22.2 billion from $28.7 billion at year-end 2024, and the company warned that several reporting units and brands now have zero excess fair value and face a heightened risk of future impairments. On the balance sheet, cash and cash equivalents rose to $1.6 billion and the company held $997 million of marketable securities. Total debt including the current portion was $21.2 billion, and the company issued $1.6 billion of new notes in the first quarter. Dividends paid for the six months totaled $951 million, and a $0.40 quarterly dividend was declared for payment on September 26, 2025. The company also amended its $4.0 billion revolving credit facility on July 8, 2025, extending maturity to 2030 and lowering the minimum shareholders' equity covenant from $35 billion to $25 billion.

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 Quarterly Report for Q1 Ended Mar 29, 2025

The Kraft Heinz Company's first-quarter 2025 Form 10-Q (quarter ended March 29, 2025) shows net sales of $5.999 billion, down 6.4% from $6.411 billion a year earlier, with Organic Net Sales down 4.7% to $6.083 billion. The decline was driven primarily by unfavorable volume/mix (down 5.6 percentage points), which more than offset higher pricing (up 0.9 percentage points). Operating income fell 8.1% to $1.196 billion, net income fell 11.2% to $714 million, and diluted EPS fell 10.6% to $0.59 from $0.66. Adjusted EPS declined 10.1% to $0.62. The filing attributes the margin pressure to unfavorable volume/mix, increased procurement cost inflation, and a higher effective tax rate of 29.9% versus 21.9% a year earlier, partly offset by lower SG&A and higher pricing. Cash and balance sheet activity was notable. Operating cash flow was $720 million, versus $771 million in the prior-year period. The company issued $1.62 billion of new long-term debt (the 2025 Notes, including 600 million euros and $1.0 billion of U.S. dollar notes), and long-term debt including the current portion rose to $21.6 billion from $19.9 billion. Cash and cash equivalents increased to $2.113 billion, and the company bought $673 million of marketable securities. Management stated it expects 2025 capital expenditures of approximately $1.0 billion. The company repurchased 6.6 million shares during the quarter and had approximately $1.7 billion remaining under its $3.0 billion program. The filing flags several risks for investors. Goodwill of $28.8 billion and indefinite-lived brands of $36.5 billion carry heightened impairment risk, since several reporting units have 20% or less excess fair value over carrying amount. A planned North America reporting unit reorganization will require a transition impairment test in the third quarter of 2025. The company also disclosed an IRS transfer-pricing dispute with proposed additional U.S. federal tax of approximately $200 million for 2018 and $210 million for 2019, plus penalties of about $85 million for each year, which the company is contesting and for which it has recorded no reserves.

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 Annual Report, Year Ended Dec 28, 2024

The Kraft Heinz Company's 2024 fiscal year (ended December 28, 2024) saw net sales decline 3.0% to $25.8 billion, with Organic Net Sales down 2.1% to $25.9 billion, driven primarily by unfavorable volume/mix (3.5 pp) that more than offset higher pricing (1.4 pp). Reported operating income fell 63.2% to $1.7 billion because of $3.7 billion in impairment losses, including $1.6 billion of goodwill impairments and $2.0 billion of intangible asset impairments, while Adjusted Operating Income rose 1.2% to $5.4 billion. Net income was $2.7 billion and diluted EPS was $2.26, compared with $2.31 in 2023; Adjusted EPS rose 2.7% to $3.06. The effective tax rate was a benefit of 220.5%, driven mainly by recognition of a $3.0 billion non-U.S. deferred tax asset from moving certain business operations to a Netherlands subsidiary, partly offset by a $0.6 billion valuation allowance. Net cash from operating activities was $4.2 billion, capital expenditures were $1.0 billion, and dividends paid totaled $1.9 billion. Long-term debt including the current portion was $19.9 billion at year end, and the company was in compliance with its financial covenants. Berkshire Hathaway owned approximately 27.2% of common stock, and the company had about $1.9 billion remaining under its $3.0 billion share repurchase authorization. The filing also flags concentrated risk: Walmart represented about 21% of net sales, the company remains exposed to ongoing impairment risk for reporting units and brands with limited excess fair value, and an IRS examination of 2018 and 2019 transfer pricing carries proposed adjustments of roughly $200 million and $210 million in tax plus penalties. The company expects 2025 capital expenditures of about $1.0 billion and declared a $0.40 per share quarterly dividend for the first quarter of 2025.

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 Quarterly Report for Q3 Ended Sep 28, 2024

The Kraft Heinz Company reported third-quarter 2024 net sales of $6.38 billion, down 2.8% from $6.57 billion a year earlier, with Organic Net Sales down 2.2%, driven mainly by unfavorable volume/mix (3.4 pp) that more than offset higher pricing (1.2 pp). The company posted a net loss of $290 million for the quarter, compared with net income of $254 million in the prior-year period, primarily because of non-cash impairment losses. Operating loss was $101 million, reflecting goodwill impairment losses of $707 million and intangible asset impairment losses of $721 million. For the nine months, net sales were $19.27 billion, down 2.6%, and net income was $614 million versus $2.09 billion a year earlier. Excluding impairments, the company's underlying profitability held up: Adjusted Operating Income rose 1.4% to $1.33 billion in the quarter and 1.7% to $3.98 billion for the nine months, and Adjusted EPS increased 4.2% to $0.75 for the quarter. Management attributed these gains to higher pricing, efficiency initiatives (primarily procurement), and lower variable compensation, partly offset by unfavorable volume/mix and higher manufacturing labor costs. Cash from operating activities was $2.80 billion for the nine months, versus $2.62 billion a year earlier, while the company paid $1.45 billion in dividends and repurchased $538 million of common stock. Investors should focus on the impairment charges, which totaled $2.28 billion for the nine months and reduced goodwill to $28.95 billion and intangible assets to $41.80 billion, and on continued volume declines in North America. The filing also discloses an IRS transfer-pricing dispute covering 2018 and 2019 with proposed additional U.S. tax of roughly $200 million and $210 million, which the company strongly contests and has not reserved for.

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 Quarterly Report for Q2 Ended Jun 29, 2024

Kraft Heinz reported a sharp drop in second-quarter 2024 profitability, driven mainly by a non-cash goodwill impairment. For the three months ended June 29, 2024, net sales fell 3.6% to $6.5 billion (from $6.7 billion), with Organic Net Sales down 2.4%, primarily due to unfavorable volume/mix (3.4 pp) that more than offset higher pricing (1.0 pp). Operating income fell 62.1% to $522 million, reflected an $854 million goodwill impairment tied to the Meat & Cheese (MC) reporting unit following the Q2 North America reorganization, and diluted EPS was $0.08 versus $0.81 a year earlier. Excluding impairments and other non-GAAP items, Adjusted Operating Income rose 2.0% to $1,380 million and Adjusted EPS declined 1.3% to $0.78. For the six months ended June 29, 2024, net sales decreased 2.4% to $12.9 billion and Organic Net Sales decreased 1.5%, while Adjusted Operating Income increased 1.9% to $2.6 billion. Operating cash flow rose to $1.71 billion from $1.58 billion, supported by working capital improvements in inventory and accounts payable, though capital expenditures and share repurchases ($537 million year to date) increased. Total debt carrying value was $19.9 billion, no commercial paper or Senior Credit Facility borrowings were outstanding, and the board declared a $0.40 per share quarterly dividend payable September 27, 2024. Investors should also note the uncertain tax exposure from IRS transfer pricing proposals (approximately $200 million for 2018 and $210 million for 2019 in additional tax, plus penalties of about $85 million each year, for which no reserves were recorded), the remaining goodwill and brand headroom sensitivity flagged by management, and an ongoing Clean Water Act matter in Kendallville, Indiana.

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 Quarterly Report for Q1 Ended Mar 30, 2024

Kraft Heinz reported net sales of $6.41 billion for the three months ended March 30, 2024, down 1.2% from $6.49 billion a year earlier. Organic Net Sales declined 0.5% to $6.4 billion, as higher pricing (2.7 pp) was more than offset by unfavorable volume/mix (3.2 pp). Operating income rose 4.7% to $1.30 billion, aided by higher pricing and commodity hedge gains. Net income attributable to common shareholders fell 4.2% to $801 million, and diluted EPS declined 2.9% to $0.66. Adjusted EPS rose 1.5% to $0.69, and Adjusted Operating Income increased 1.7% to $1.27 billion. Net income was pressured by an $80 million pre-tax loss on the sale of businesses (the Papua New Guinea Transaction), a $39 million derivative loss, and a higher effective tax rate of 21.9%. Cash generation improved, with operating cash flow of $771 million versus $486 million a year earlier, primarily from lower inventory outflows. Capital expenditures were $294 million, and the company expects 2024 capex of approximately $1.1 billion. The company issued 550 million euros of 3.500% senior notes due 2029 and reported long-term debt, including current portion, of $20.5 billion. Cash and cash equivalents were $1.6 billion, and the $4.0 billion Senior Credit Facility remained undrawn. Dividends paid totaled $486 million, repurchases of common stock were $329 million, and roughly $2.6 billion remained under the $3.0 billion repurchase authorization. The filing also flags risk items. The IRS has issued Notices of Proposed Adjustment on transfer pricing for 2018 and 2019, proposing roughly $200 million and $210 million in additional U.S. federal tax for those years, plus penalties of about $85 million each; the company has recorded no reserves and strongly disagrees. Goodwill and indefinite-lived intangible assets total $30.4 billion and $38.4 billion, several reporting units and brands have limited fair value headroom, and a North America interim impairment test is required in the second quarter of 2024 due to reorganization. Segment reporting also changed in the first quarter, with Emerging Markets Segment Adjusted Operating Income down 18.4% to $82 million.

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.