Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K

Kraft Heinz Co

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure

Filed May 21, 2026Accepted May 21, 2026, 4:44 PM EDTCIK 1637459Accession 0001193125-26-234627

Company context

Kraft Heinz (Nasdaq: KHC) is one of the world’s largest food and beverage companies, with approximately $25 billion in net sales in 2025 and a portfolio of iconic brands enjoyed by consumers in more than 40 countries. By investing in our capabilities and brands, including Heinz, Kraft, Philadelphia, Primal Kitchen, and Lunchables, we are unlocking the full power of our portfolio. We deliver high-quality, great-tasting, and affordable food for the consumers of today, while shaping the future of food. Learn more at www.kraftheinzcompany.com.

Current securities

KHCNYSE · EQUITY · Current

Historical securities (1)

KHCNASDAQ · EQUITY · Historical · closed Sep 11, 2026

Recent company filings

Disclosure sections

Items 1.01, 2.03, 7.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 21, 2026, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”), issued €500,000,000 in aggregate principal amount of its 3.500% Senior Notes due 2031 (the “2031 Notes”) and €500,000,000 in aggregate principal amount of its 3.950% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-284906), filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “SEC”) on February 13, 2025. The Notes are guaranteed on a senior basis by the Guarantor. On May 11, 2026, the Issuer and the Guarantor filed with the SEC a prospectus supplement dated May 7, 2026 in connection with the public offering of the Notes. The Notes were issued pursuant to an Indenture, dated as of July 1, 2015, among the Issuer, the Guarantor, and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Fourteenth Supplemental Indenture, dated as of May 21, 2026, by and among the Issuer, the Guarantor and the Trustee (the “Fourteenth Supplemental Indenture”). The Issuer intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of its 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 validly tendered and accepted for purchase pursuant to a previously announced concurrent tender offer, together with accrued and unpaid interest thereon. Any excess proceeds will be used for general corporate purposes, which may include repayment of outstanding indebtedness. The 2031 Notes will mature on May 21, 2031, and the 2034 Notes will mature on May 21, 2034. Interest on the Notes will be payable annually on May 21 of each year, beginning on May 21, 2027. For a complete description of the terms and conditions of the offering, the Notes, and the Fourteenth Supplemental Indenture, please refer to copies of the Fourteenth Supplemental Indenture, the Form of 2031 Note and the Form of 2034 Note, which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.

Item 2.03Item 2.03 - Creation of Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report with respect to the issuance of the Notes is incorporated by reference herein.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 21, 2026, the Issuer issued a press release announcing the early tender results of its previously announced offer (the “Tender Offer”) to purchase for cash up to a maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest, of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Tender Offer Notes”), as described in the Issuer’s offer to purchase, dated May 7, 2026. A copy of the press release relating to the announcement of the early tender results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On May 21, 2026, the Issuer also issued a press release announcing the pricing terms for the Tender Offer. A copy of the press release relating to the announcement of the pricing terms for the Tender Offer is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K, including the press releases hereby incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Filed exhibits (3)

EX-4.1 (by filename) d101070dex41.htm

EX-4.1 2 d101070dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 KRAFT HEINZ FOODS COMPANY, as Issuer, THE KRAFT HEINZ COMPANY, as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of May 21, 2026 to INDENTURE Dated as of July 1, 2015 Relating to €500,000,000 3.500% Senior Notes due 2031 €500,000,000 3.950% Senior Notes due 2034 FOURTEENTH SUPPLEMENTAL INDENTURE FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of May 21, 2026 (the “Supplemental Indenture”), among Kraft Heinz Foods Company (formerly known as H. J. Heinz Company) (the “Company” or the “Issuer”), a Pennsylvania limited liability company, The Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation) (“Kraft Heinz” or the “Guarantor”), a Delaware corporation, and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”), Paying Agent, Transfer Agent and Security Registrar, to the Base Indenture (as defined below). RECITALS WHEREAS…

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EX-99.1 (by filename) d101070dex991.htm

EX-99.1 5 d101070dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Kraft Heinz Announces Early Tender Participation Results, Satisfaction of the Financing Condition, and Election of Early Settlement for Its Previously Announced Cash Tender Offer PITTSBURGH & CHICAGO - May 21, 2026 - The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the early tender results, as of 5:00 p.m., New York City time, on May 20, 2026 (the “Early Tender Time”), and the satisfaction of the condition to receive proceeds of an offering of new senior unsecured notes on terms satisfactory to the Issuer (the “Financing Condition”), in each case in respect of the previously announced offer by Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and its 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Notes” and each, a “Series” of Notes), from each registered holder of the Notes (the “H…

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EX-99.2 (by filename) d101070dex992.htm

EX-99.2 6 d101070dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Kraft Heinz Announces Pricing Terms and the Accepted Tender Amounts for the Cash Tender Offer for Up To $1.1 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes PITTSBURGH & CHICAGO - May 21, 2026 - The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the pricing terms and the accepted tender amounts in respect of the previously announced offer by Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and its 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Notes” and each, a “Series” of Notes), from each registered holder of the Notes (the “Holders”), pursuant to the terms and subject to the conditions set forth in the offer to purchase dated May 7, 2026 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meaning given in the O…

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Kraft Heinz Co

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure

Company context

Current securities

Recent company filings

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