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

LOGO

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware	001-37482	46-2078182
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(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	~~TradingSymbol~~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
3.500% Senior Notes Due 2029	KHC29	The Nasdaq Stock Market LLC
3.250% Senior Notes due 2033	KHC33	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 7 8.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On May 7, 2026, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (~~“Kraft~~the ~~Heinz~~“Guarantor”), ~~commenced~~entered into an ~~offer~~underwriting agreement (the “~~Tender~~Underwriting ~~Offer~~Agreement”) toin ~~purchase,~~connection ~~for~~with ~~cash,~~the upoffering ~~to a maximum combined aggregate purchase price~~ of $1€500,~~100,~~000,000, ~~excluding~~aggregate ~~accrued~~principal ~~and~~amount ~~unpaid interest,~~ of ~~its outstanding 4~~3.~~375~~500% ~~Senior~~senior ~~Notes~~notes due ~~June~~2031 ~~2046~~ (the “~~2046~~ 2031 Notes”) and 4€500,000,000 aggregate principal amount of 3.~~875~~950% ~~Senior~~senior ~~Notes~~notes due ~~October~~2034 ~~2049~~ (the “~~2049~~ 2034 Notes” and, together with the ~~2046~~ 2031 Notes, the “Notes”) with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, as ~~described~~representatives inof the ~~Issuer’s~~several ~~Offer~~underwriters named therein (collectively, the “Underwriters”). Pursuant to ~~Purchase~~the Underwriting Agreement, ~~dated~~the Underwriters agreed to purchase the Notes on a firm commitment basis. The Notes are expected to be issued on or around May 721, 2026, ~~(the~~subject ~~“Offer~~ to ~~Purchase”).~~customary closing conditions.

~~Consummation~~The description of the ~~Tender~~Underwriting ~~Offer~~Agreement ~~and~~in ~~payment~~this ~~for~~Current ~~the~~Report ~~Notes~~is ~~accepted~~a ~~for~~summary ~~purchase~~and ~~are~~is ~~subject~~qualified toin ~~the~~its ~~satisfaction~~entirety orby ~~waiver~~reference ~~of certain conditions described in the Offer~~ to ~~Purchase, including, among other things,~~ the ~~receipt~~Underwriting ofAgreement. ~~proceeds~~The ~~upon~~Underwriting ~~settlement~~Agreement ofis anfiled ~~offering~~herewith ofas ~~new~~Exhibit ~~senior unsecured notes on terms satisfactory to the Issuer (the “Financing Condition”)~~1.1 ~~The~~and ~~Issuer,~~is inincorporated ~~its~~by ~~sole~~reference ~~discretion, may waive the Financing Condition~~herein.

A copy of the press release relating to the commencement of the Tender Offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

The information furnished pursuant to this 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

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.

ExhibitNo.		Description
99.1		The Kraft Heinz Company Press Release, dated May 7, 2026.
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 7, 2026

/s/ Andre Maciel

Date: May 12, 2026

/s/ Andre Maciel

Andre Maciel

Executive Vice President & Global Chief Financial Officer

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