SEC EDGAR · 8-K

8-K – 2025-09-02 – eh250673203_8k.htm

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FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

Date of Report (Date of earliest event reported): September
2, 2025

 

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

 

Delaware
 
001-37482
 
46-2078182

(Sate or other jurisdiction of

incorporation)

 
(Commission

File Number)

 
(IRS Employer

Identification No.)

 

One PPG Place , Pittsburgh , Pennsylvania 15222

(Address of principal executive offices, including
zip code)

 

( 412 ) 456-5700

(Registrant’s telephone number, including area
code)

 

Not Applicable

(Former name or former address, if changed since last
report)

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered

Common stock, $0.01 par value
 
KHC
 
The Nasdaq Stock Market LLC

3.500% Senior Notes due 2029
 
KHC29
 
The Nasdaq Stock Market LLC

3.250% Senior Notes due 2033
 
KHC33
 
The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐

     

 

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2025, The Kraft Heinz Company (the “Company”)
announced that, upon completion of a tax-free spin-off, the Company’s current Chief Executive Officer, Carlos Abrams-Rivera, will
become Chief Executive Officer of “North American Grocery Co.”

A copy of the press release announcing the tax-free spin-off and
Mr. Abrams-Rivera’s role upon completion of the spin-off is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On September 2, 2025, the Company announced
its plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off. In connection with preparing
the Company for the separation, the Company also announced that the Board of Directors of the Company (the “Board”) appointed
Miguel Patricio, the Chair of the Board, as its Executive Chair. A copy of the press release announcing such plan and Mr. Patricio’s
appointment as Executive Chair is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to Item
7.01, including Exhibit 99.1, 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.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished
with this Current Report on Form 8-K.

Exhibit No.
 
Description

99.1
 
The Kraft Heinz Company Press Release, dated September 2, 2025.

104
 
The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated September 2, 2025, formatted in iXBRL.

 

 

 

     

 

SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
The Kraft Heinz Company
 

 
 
 
 

Date: September 2, 2025
By:
/s/ Angel Willis
 

 
 
Angel Willis
 

 
 
Executive Vice President, Global General Counsel and Corporate Affairs Officer