8-K

Kraft Heinz Co false 0001637459 0001637459 2026-05-07 2026-05-07 0001637459 us-gaap:CommonStockMember 2026-05-07 2026-05-07 0001637459 khc:M3.500PercentSeniorNotesDue2029Member 2026-05-07 2026-05-07 0001637459 khc:M3.2500PercentSeniorNotesDue2033Member 2026-05-07 2026-05-07
 
 
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): May 7, 2026
 
 

 

The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
 
 

 

Delaware
 
001-37482
 
46-2078182

(State 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

3.2500% 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 8.01.
Other Events.

On May 7, 2026, Kraft Heinz Foods Company (the “ Issuer ”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “ Guarantor ”), entered into an underwriting agreement (the “ Underwriting Agreement ”) in connection with the offering of €500,000,000 aggregate principal amount of 3.500% senior notes due 2031 (the “ 2031 Notes ”) and €500,000,000 aggregate principal amount of 3.950% senior notes due 2034 (the “ 2034 Notes ” and, together with the 2031 Notes, the “ Notes ”) with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, as representatives of the several underwriters named therein (collectively, the “ Underwriters ”). Pursuant to the Underwriting Agreement, the Underwriters 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 description of the Underwriting Agreement in this Current Report is a summary and is qualified in its entirety by reference to the Underwriting Agreement. The Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
 

Item 9.01.
Financial Statements and Exhibits.

 

Exhibit
No.

  
Description

1.1
  
Underwriting Agreement, dated May 7, 2026, among Kraft Heinz Foods Company, The Kraft Heinz Company, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, Merrill Lynch International, and the several underwriters named therein.

104
  
The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated May 7, 2026, formatted in inline XBRL.

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: May 12, 2026

 

 
By:
 
/s/ Andre Maciel

 

 

 
Andre Maciel

 

 

 
Executive Vice President & Global Chief Financial Officer