Kraft Heinz Co 8-K

What Happened
Kraft Heinz Co (KHC) filed a prospectus supplement with the SEC on January 20, 2026 under its automatic shelf registration (Form S‑3ASR, File No. 333-284906) to register the potential resale by the selling stockholder of up to 325,442,152 shares of the company’s common stock. The filing was made pursuant to the Amended and Restated Registration Rights Agreement dated July 2, 2015 among the Company, 3G Global Food Holdings LP and Berkshire Hathaway Inc. The prospectus supplement filing itself is not a sale and the Company will not receive any proceeds if the selling stockholder sells shares. Kraft Heinz attached a legal opinion from Skadden, Arps, Slate, Meagher & Flom LLP as Exhibit 5.1, which is included in the 8‑K.

Key Details

• Prospectus supplement filed with the SEC on January 20, 2026 under Kraft Heinz’s Form S‑3ASR (File No. 333-284906, originally filed Feb 13, 2025).
• Registers up to 325,442,152 shares of common stock, par value $0.01 per share, for potential resale.
• Selling stockholder identified under the agreement: 3G Global Food Holdings LP and Berkshire Hathaway Inc.
• Filing does not itself sell shares; no proceeds to the Company and no new shares issued by Kraft Heinz. Legal opinion from Skadden is attached as Exhibit 5.1.

Why It Matters
This filing clears the way for a large holder to resell a substantial block of Kraft Heinz shares, which could affect the share float and trading liquidity if sales occur. The 8‑K confirms procedural and legal steps (including counsel opinion) were completed, but it does not indicate whether or when any shares will be sold. Investors should note the distinction between registering resale rights and an actual equity issuance or company sale of stock.