Kraft Heinz (KHC) 10-K risk factor changes: FY2025 vs FY2024

[removed: In addition to the risks described elsewhere in this Annual Report on] Form 10-K, any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered when evaluating Kraft Heinz.

If we do not offer products that appeal to consumers, our sales and market share will decrease, which could materially and adversely affect our [removed: product sales,] financial condition, and operating results.

[removed: If we fail to expand our product offerings successfully across product] categories or platforms, or if we do not rapidly develop products in faster-growing or more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales, financial condition, and operating results.

Prolonged negative perceptions concerning the health, environmental, or social implications of certain food and beverage products, ingredients, [added: additives, preservatives] or packaging materials could influence consumer preferences and acceptance of our products and marketing programs.

[added: If we are unable to adjust to] developments in these changing landscapes, we may be disadvantaged in key channels and with certain consumers, which could materially and adversely affect our product sales, financial condition, and operating results.

Our success depends on our ability to maintain brand image for our existing products, extend our brands to new platforms, and expand our brand image with new [removed: product offerings.]

Moreover, adverse publicity about legal or regulatory action against us, our quality and safety, our environmental or social impacts, [removed: our other environmental, social,] human [removed: capital, or] [added: capital and] governance practices or positions, our products becoming unavailable to consumers, or our suppliers (including as a result of human rights issues) and, in some cases, our competitors, could damage our reputation and brand image, undermine our customers’ or consumers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

In addition, we might fail to appropriately target our marketing efforts, anticipate consumer preferences, or invest sufficiently in [removed: maintaining, extending,] [added: maintaining] and expanding our brand image.

If we do not [removed: maintain, extend,] [added: maintain] and expand our reputation or brand image, then our product sales, financial condition, and operating results could be materially and adversely affected.

Our products must provide higher value or quality to consumers than alternatives, particularly during periods of economic [removed: uncertainty or weakness or inflation.][added: uncertainty.]

[removed: A significant] product liability or other legal judgment or a related regulatory enforcement action against us, or a significant product recall, may materially and adversely affect our reputation and profitability.

[removed: Climate change] [added: The effects of a changing environment] and [added: responsive] legal or regulatory [removed: responses may] [added: initiatives could] have a long-term adverse impact on our business and results of [removed: operations.][added: operations.]

[removed: Global] [added: The gradual increase in global] average temperatures [removed: are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which] is projected to contribute to significant changes in weather patterns [removed: around] [added: in] the [removed: globe,] [added: regions where we and our suppliers operate, including] an increase in the frequency and severity of natural disasters, and changes in agricultural productivity.

[removed: Climate change,] [added: Changing or severe weather] and [removed: its] environmental [removed: impacts,] [added: conditions] could also affect our ability, and our suppliers’ ability, to procure necessary commodities at costs and in quantities we currently experience and may require us to increase costs or make additional unplanned capital expenditures.

Additionally, there is [removed: an increased] [added: a heightened] focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to [added: a changing environment, including as a result of] climate change, [added: such as] regulating greenhouse gas emissions (including carbon pricing or a carbon tax), energy policies, [removed: disclosure obligations,] and [removed: sustainability.][added: disclosure obligations.]

Increased energy or compliance costs and expenses due [removed: to the impacts of climate change, as well as] [added: to, and] additional legal or regulatory requirements [removed: regarding] [added: regarding, changing environmental conditions and] climate change [removed: designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment] could be costly and may cause disruptions in, or an increase in the costs associated with, the running of our manufacturing and processing facilities and our business, as well as increase distribution and supply chain costs.

[added: Even if we make changes to align ourselves with such legal or regulatory] requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.

Finally, we might [removed: fail to effectively address increased attention] [added: face increasing scrutiny] from the media, stockholders, activists, [added: customers, enforcement authorities] and other stakeholders [added: who have conflicting views] on climate change and [removed: related environmental sustainability] [added: other sustainability-related] matters.

From time to time we establish and publicly announce [removed: environmental, social, and governance] [added: sustainability-related] goals, commitments, and aspirations, including to reduce our impact on the environment.

Our ability to achieve any stated [removed: goal, target,] [added: goal] or objective is subject to numerous factors and conditions, many of which are outside of our control.

Furthermore, standards for tracking and [added: reporting, as well as our processes and controls for] reporting [removed: such] [added: sustainability and other] matters [added: across our organization] continue to evolve.

[removed: Our processes and controls for reporting sustainability and other matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related] [added: Sustainability-related] disclosures that may be required by the [removed: SEC,] European [removed: Union,] [added: Union] and other foreign, federal, state, and local regulatory and legislative bodies (including, but not limited to, the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive and the state of California’s [removed: new] climate [removed: change] disclosure requirements), [removed: and such standards] may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

If we fail to achieve, or are perceived to have failed or been delayed in achieving, or improperly report on our progress toward achieving [removed: these goals and commitments,] [added: this goal,] it could negatively affect [removed: consumer preference for] our [removed: products] [added: reputation] or [removed: investor confidence in our stock, as well as expose us to government enforcement actions and private litigation.][added: brand image.]

From time to time, we have evaluated and may continue to evaluate acquisition candidates, [added: divestiture opportunities,] alliances, joint ventures, or investments that may strategically fit our business [removed: objectives, and, as a result of some of these evaluations, we have acquired businesses or assets that we deem to be a strategic fit.][added: objectives.]

These activities may present [removed: financial,] [added: financial] managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses; [removed: difficulties in integrating, or inability to successfully integrate, acquired businesses, including integrating or separating personnel and financial and other systems; inability to effectively and immediately implement control environment processes across a diverse employee population;] adverse effects on existing or acquired customer and supplier business relationships; and potential disputes with buyers, sellers, or partners.

[removed: Activities in] [added: Further,] such [added: activities in certain] areas are regulated by numerous antitrust and competition laws in the United States, Canada, the European Union, the United Kingdom, and elsewhere.

[removed: For example, risks related to] [added: Further, for these activities which occur in] foreign [removed: operations are] [added: jurisdiction, we may be subject to additional risks as] discussed below under the risk factor titled “*Our international operations subject us to additional risks and costs and may cause our profitability to decline.*”

To the extent we [removed: undertake divestitures,] [added: pursue divestiture opportunities,] we may face additional risks related to such activities.

[removed: We] [added: To the extent we undertake acquisitions, alliances, joint ventures, or investments we] may [removed: also] face difficulties [removed: integrating] [added: integrating, or be unable to integrate, the] new business operations [removed: with] [added: within] our current sourcing, distribution, information technology systems, and [removed: other operations.][added: control environment.]

[removed: Additionally, we] [added: We] may not successfully complete any planned strategic initiatives, including achieving any previously announced productivity efficiencies and financial targets, any new business may not be profitable or meet our expectations, or any divestiture may not be completed without disruption.

Any of these challenges could hinder our success in new markets or new distribution [removed: channels, which could adversely affect our results of operations and financial condition.]

Approximately [removed: 31%] [added: 33%] of our [removed: 2024] [added: 2025] net sales were generated outside of the United States.

[removed: Any] litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations.

We may be unable to realize the anticipated benefits from prior or future [removed: streamlining actions] [added: initiatives] to reduce fixed costs, simplify or improve processes, or improve our competitiveness.

To capitalize on our efforts, we must carefully evaluate investments in our business and execute in those areas with the most potential return on [removed: investment.][added: investment, and operate efficiently in the highly competitive food and beverage industry, particularly in an environment of increased competition.]

If we are unable to realize the anticipated benefits from [removed: any cost-saving] [added: these] efforts, we could be cost disadvantaged in the marketplace, and our competitiveness, production, profitability, financial condition, and operating results could be adversely affected.

[removed: (“*Berkshire Hathaway”*)*] [added: As of January 16, 2026, Berkshire Hathaway Inc. (“Berkshire Hathaway”)] owns approximately [removed: 27.2%] [added: 27.5%] of our common stock.

[added: As a result,] Berkshire Hathaway [removed: also] has influence over any action requiring the approval of the holders of our common stock, including adopting any amendments to our charter, electing directors, and approving mergers or sales of substantially all of our capital stock or assets.

- requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, payments of dividends, capital expenditures, [added: stock repurchases,] and future business opportunities;

[removed: Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior] unsecured revolving credit facility (the “Senior Credit Facility”) to maintain a minimum shareholders’ equity balance (excluding accumulated other comprehensive income/(losses)).

In addition to the risks described elsewhere in this Annual Report on

If we fail to expand our product offerings successfully across product

product offerings.

In 2025, we announced our commitment to remove Food, Drug & Cosmetic (“FD&C”) colors from our U.S. portfolio by the end of 2027.

A significant

Changes in environmental conditions and responsive legislation or regulation may have a long-term adverse impact on our business and results of operations.

Increased natural disasters and decreased agricultural productivity in such regions may limit the availability or increase the cost of the natural resources and commodities used in the production of our products.

Our published activities, progress, objectives, and priorities on these topics may not satisfy all of our stakeholders and could result in adverse publicity or legal liability and negatively affect consumer preferences for our products, investor confidence in our stock, and our business and reputation.

Additionally, we may become the target of litigation, investigations, or other proceedings initiated by government authorities or private actors alleging that our activities or positions related to sustainability-related matters are anti-competitive, discriminatory or otherwise unlawful.

The Separation is subject to various risks and uncertainties, involves significant time, expense, and resources and may be further delayed or we may decide to cease work related to the Separation entirely.

On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off.

On February 11, 2026, we announced that the Board has decided to pause work related to the Separation.

If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange

Commission.

The failure to satisfy any of the required conditions could further delay the completion of the Separation or prevent it from occurring at all.

The Separation is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, regulatory and political conditions and competitive conditions of our markets, the need both to receive regulatory approvals or clearances and to satisfy the requirements to effectuate a generally tax-free transaction, the uncertainty of the financial markets and challenges in executing the Separation, could further delay or prevent the completion of the Separation or cause the Separation to occur on terms or conditions that are different or less favorable than expected.

Any changes to the Separation or further delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than currently expected.

Further, our Board could decide, either because of a failure of conditions or because of market or other factors, to further delay or abandon the Separation.

No assurance can be given as to whether and when the Separation will occur.

Whether or not we complete the Separation, our ongoing business may be adversely affected and we may be subject to certain risks and consequences if we pursue the Separation, including the following:

- The process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed, and pausing efforts on the Separation could lead to higher execution costs and expenses, if we resume efforts to pursue the Separation, than we would have otherwise incurred without such pause.

- Executing the Separation will require significant time and attention from our senior management and employees, which may divert management’s attention from operating and growing our business and could adversely affect our business, financial condition, results of operations, or cash flows.

- We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Separation and following completion of the Separation, which could harm our businesses.

- The assumptions underlying expectations regarding the integration process, including with respect to the Separation may prove to be faulty and/or inaccurate.

- Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.

- We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.

- The announcement of the Separation, and any changes regarding the timing of the Separation, may create greater volatility in the trading price of our shares and potentially cause market prices to decline.

Any of the above factors could cause the Separation (or the failure to execute the Separation) to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

The Separation if completed, may not achieve the anticipated benefits and will expose us to new risks.

We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation if completed.

We cannot predict with certainty when the benefits expected from the Separation will occur or the extent to which they will be achieved.

If the Separation is completed, our operational and financial profile will change and we will face new risks.

As independent, publicly traded companies, the newly created companies will each be smaller, less-diversified companies and may be more vulnerable to changing market conditions.

There is no assurance that following the Separation each separated company will be successful.

The announcement and/or completion of the Separation, as well as any delays relating to the completion of the Separation, may cause uncertainty for or disruptions with our customers, partners, suppliers, and employees, which may negatively impact these relationships or our operations.

In addition, we will incur one-time costs and ongoing costs in connection with, or as a result of, the Separation, including costs of operating as independent, publicly-traded companies that the two businesses will no longer be able to share.

Those costs may exceed our estimates or could negate some of the benefits we expect to realize.

Further, our future effective tax rate, which is impacted by a number of factors including changes in the valuation of our deferred tax assets and liabilities, changes in geographic mix of income, changes in expenses not deductible for tax, and changes in available tax credits, may be negatively impacted for each separated company due to deviations in these factors from our current estimates, such as changes to our current assessments of the realization of existing deferred tax assets.

If we do not realize the intended benefits or if our costs exceed our estimates, the separated businesses could suffer a material adverse effect on their respective business, financial condition, results of operations, or cash flows.

The Separation if completed, may adversely impact our ability to access the capital markets and our cost of capital.

Additionally, the pricing actions we take have, in some instances, negatively impacted, and could continue to negatively impact, our market share and require us to reduce, or further reduce, the prices of certain of our products.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance may have a corresponding adverse effect on us, which could be material.

For example, if our customers cannot access sufficient funds or financing, then they may delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases, which could materially and adversely affect our product sales, financial condition, and operating results.

If we are unable to adjust to

Increasing concern over climate change may adversely impact demand for our products, or increase our operating costs, due to changes in consumer preferences that cause consumers to switch away from products or ingredients considered to have a high climate change impact.

Increased natural disasters and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit the availability or increase the cost of natural resources and commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, and other fruits and vegetables to manufacture our products, and could further decrease food security for communities around the world.

Even if we make changes to align ourselves with such legal or regulatory

The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations.

Such failure, or the perception that we have failed to act responsibly with respect to such matters or to effectively respond to new or additional regulatory requirements regarding climate change, whether or not valid, could result in adverse publicity and negatively affect our business and reputation.

Concurrently, there also exists “anti-ESG” sentiments among certain stakeholders, and we may face negative publicity, lawsuits, and other adverse impacts to our business from these stakeholders in response to our sustainability initiatives.

Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.

Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations, and other changes in circumstances.

We have also divested and may consider divesting businesses that do not meet our strategic objectives or growth or profitability targets.

To the extent we undertake acquisitions, alliances, joint ventures, investments, or other developments in new geographies or categories, we may face additional risks related to such developments.

We may not be able to successfully execute our strategic initiatives.

We plan to continue to conduct strategic initiatives in various markets.

Consumer demands, behaviors, tastes, and purchasing trends may differ in these markets and, as a result, our sales strategies may not be successful and our product sales may not meet expectations, or the margins on those sales may be less than currently anticipated.

Additionally, forced labor concerns have rapidly become a global area of interest, and have resulted in, and are expected to continue to result in, new regulations in the markets in which we operate.

For example, the Uyghur Forced Labor Prevention Act (“UFLPA”) prohibits the import of articles, merchandise, apparel, and goods mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region (“Xinjiang”) of the People's Republic of China, or by entities identified by the U.S. government on the UFLPA Entity List.

As a result of the UFLPA, materials and products we import into the United States could be held by U.S. Customs and Border Protection based on a suspicion that inputs used in such materials or products originated from Xinjiang or that they may have been produced by Chinese suppliers alleged to participate in forced labor, pending our provision of satisfactory evidence to the contrary.

Among other consequences, such an outcome could result in negative publicity that harms our brands and reputation and could result in a delay or our complete inability to import such materials or products, which could result in inventory shortages and greater supply chain compliance costs.

We have implemented a number of initiatives, including development of an operations center and strategic long-term collaboration with suppliers, that we believe are important to position our business for future success and growth.

We have evaluated and continue to evaluate changes to our organizational structure and operations to enable us to reduce costs, simplify or improve processes, and improve our competitiveness.

We must accurately predict costs and be efficient in executing any plans to achieve cost savings and operate efficiently in the highly competitive food and beverage industry, particularly in an environment of increased competition.

As of December 28, 2024, Berkshire Hathaway In*c.

Two members of our Board are officers and/or directors of Berkshire Hathaway or its affiliates.

As a result, Berkshire Hathaway has the potential to exercise influence over management and Board decisions, including those affecting our capital structure, such as the issuance of additional capital stock, the incurrence of additional indebtedness, the implementation of stock repurchase programs, and the declaration and amount of dividends.

Reporting units with 10% or less fair value over carrying amount, including reporting units that were impaired as part of the 2024 annual impairment test, resulting in zero excess fair value over carrying value, had an aggregate goodwill carrying amount after impairment of $22.4 billion as of the 2024 annual impairment test and included Taste Elevation, Ready Meals and Snacking (“TMS”), Away from Home & Kraft Heinz Ingredients (“AFH”), Meat & Cheese (“MC”), Canada and North America Coffee (“CNAC”), and Continental Europe.

Our Hydration & Desserts (“HD”) and Asia reporting units had between 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $4.6 billion as of the 2024 annual impairment test.

Our reporting units that have less than 5% excess fair value over carrying amount as of the 2024 annual impairment test are considered at a heightened risk of future impairments and include our TMS, Continental Europe, and AFH reporting units, which had an aggregate goodwill carrying amount of $19.0 billion.

Our four remaining reporting units had no goodwill carrying amount at the time of the 2024 annual impairment test.

Our indefinite-lived brands with 10% or less fair value over carrying amount, comprised entirely of brands that were impaired within 2024, resulting in zero excess fair value over carrying amount, had an aggregate carrying amount of $2.6 billion as of the latest test for each brand and included *Oscar Mayer, Lunchables, Claussen*, and *Wattie’s.* Brands with 10-20% fair value over carrying amount had an aggregate carrying amount of $14.2 billion as of the latest test for each brand and included *Kraft,* *Velveeta, A1, and Bagel Bites*.

The aggregate carrying amount of brands with fair value over carrying amount between 20-50% was $2.8 billion as of the latest test for each brand.

Although the remaining brands, with a carrying amount of $16.9 billion, have more than 50% excess fair value over carrying amount as of the latest test for each brand, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Our brands that have less than 5% excess fair value over carrying amount as of the latest test for each brand are considered at a heightened risk of future impairments and include our *Oscar Mayer, Lunchables, Claussen,* and *Wattie’s* brands, which had an aggregate carrying amount of $2.6 billion.

Prices

In 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

in, us being subject to regulations, fines, lawsuits, or taxes, or may cause us to change the way in which we operate which could adversely impact our profitability, financial condition, or operating results.

or to acquire any specific number of shares.

See below for discussion and analysis of our financial condition and results of operations for [removed: 2024 compared to 2023 and for 2023] [added: 2025] compared to [removed: 2022.][added: 2024.]

We manufacture and market food and beverage products around the world through our eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, [removed: Hydration, Meats, Cheeses,] Substantial Snacking, Desserts, [added: Hydration, Cheese,] Coffee, [added: Meats,] and other grocery products.

See Note [removed: 20,] [added: 21,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our financial information by segment.

[removed: Items] [added: Business Trends and Items] Affecting Comparability of Financial Results

Our results of operations reflect goodwill impairment losses of [added: $6.7 billion and intangible asset impairment losses of $2.6 billion in 2025 compared to goodwill impairment losses of] $1.6 billion and intangible asset impairment losses of $2.0 billion in 2024.

See Note [removed: 8,] [added: 9,] *Goodwill and Intangible Assets*, in Item 8, *Financial Statements and Supplementary Data*, for additional information on our goodwill and intangible asset impairment losses.

See Note [removed: 4, Acquisitions] [added: 5, *Acquisitions] and [removed: Divestitures,] [added: Divestitures*,] in Item 8, *Financial Statements and Supplementary Data*, for additional information on our acquisition and divestiture activities.

Further, we continue to take measures to mitigate the impact of this inflation through efficiency initiatives, pricing actions, [added: alternative sourcing,] and hedging strategies.

However, there has been, and we expect that there could continue to be, a difference between the timing of when these [removed: beneficial] [added: beneficial, mitigative] actions impact our results of operations and when the cost inflation is incurred.

| | | | December [removed: 28, 2024 | | | | | | December 30, 2023 | | | | | | % Change | | | | | | December 30, 2023] [added: 27, 2025] | | | | | | December [removed: 31, 2022] [added: 28, 2024] | | | | | | % Change | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | [removed: | | | (in millions, except per share data) | | | | | | | | | | | | | | |]

| Operating income/(loss) | | | [removed: 1,683 | | | | | | 4,572 | | | | | | (63.2) | | % | | | | 4,572 | | | | | | 3,634] [added: $] | [added: (4,669)] | | | | | [removed: 25.8] [added: $] | [added: 1,683] | [removed: %] |

| Net income/(loss) | | | [removed: 2,746 | | | | | | 2,846 | | | | | | (3.5) | | % | | | | 2,846 | | | | | | 2,368 | | | | | | 20.2] [added: (5,846)] | | [removed: %] |

| Net income/(loss) attributable to common shareholders | | | [removed: 2,744 | | | | | | 2,855 | | | | | | (3.9) | | % | | | | 2,855] [added: (5,846)] | | | | | | [removed: 2,363] [added: 2,744] | | | | | | [removed: 20.8] [added: (313.0)] | | % |

| | | | (in millions) | | | | | | | | | [removed: | | | | | | | | | (in millions) | | | | | | | | | | | | | | |]

| Organic Net Sales(a) | | | [removed: 25,949 | | | | | | 26,496 | | | | | | (2.1) | | % | | | | 26,774] [added: 24,889] | | | | | | [removed: 25,889] [added: 25,756] | | | | | | [removed: 3.4] [added: (3.4)] | | % |

*Fiscal* *Year [removed: 2024] [added: 2025] Compared to Fiscal Year [removed: 2023:*][added: 2024:*]

Net sales decreased [removed: 3.0%] [added: 3.5%] to [removed: $25.8] [added: $24.9] billion in [removed: 2024] [added: 2025] compared to [removed: $26.6] [added: $25.8] billion in [removed: 2023,] [added: 2024,] including the unfavorable impacts of foreign currency [removed: (0.7 pp) and acquisitions and divestitures (0.2] [added: (0.1] pp).

Organic Net Sales decreased [removed: 2.1%] [added: 3.4%] to [removed: $25.9] [added: $24.9] billion in [removed: 2024] [added: 2025] compared to [removed: $26.5] [added: $25.8] billion in [removed: 2023,] [added: 2024,] primarily due to the unfavorable volume/mix [removed: (3.5] [added: (4.1] pp), which more than offset higher pricing [removed: (1.4] [added: (0.7] pp).

*Fiscal* *Year [removed: 2023] [added: 2025] Compared to Fiscal [removed: Year* 2022*:*][added: Year 2024:*]

Organic Net Sales [removed: increased 3.4%] [added: decreased 1.9%] to [removed: $26.8] [added: $3.5] billion in [removed: 2023] [added: 2025] compared to [removed: $25.9] [added: $3.5] billion in [removed: 2022,] [added: 2024,] primarily [removed: driven by higher pricing (8.9] [added: due to unfavorable volume/mix (2.8] pp), which more than offset [removed: unfavorable volume/mix (5.5] [added: higher pricing (0.9] pp).

Pricing was higher in [removed: all segments.][added: each segment.]

| Operating income/(loss) | | | $ | [removed: 1,683 | | | | | $ | 4,572 | | | | | (63.2) | | % | | | | $ | 4,572] [added: (4,669)] | | | | | $ | [removed: 3,634 | | | | | 25.8 |] [added: 1,683] | [removed: %] |

| Adjusted Operating [removed: Income(a) | | | 5,360 | | | | | | 5,297 | | | | | | 1.2 | | % | | | | 5,297 | | |] [added: Income] | | | [removed: 4,989] [added: $] | [added: 4,745] | | | | | [removed: 6.2] [added: $] | [added: 5,360] | [removed: %] |

Operating income/(loss) decreased [removed: 63.2%] [added: 377.4%] to [removed: $1.7] [added: a loss of $4.7] billion in [removed: 2024] [added: 2025] compared to [removed: $4.6] [added: income of $1.7] billion in [removed: 2023,] [added: 2024, primarily] due to non-cash impairment losses that were [removed: $3.0] [added: $5.6] billion higher in the current year period.

Net income/(loss) decreased [removed: 3.5%] [added: 313.0%] to [removed: $2.7] [added: a loss of $5.8] billion in [removed: 2024] [added: 2025] compared to [removed: $2.8] [added: income of $2.7] billion in [removed: 2023.][added: 2024.]

This decrease was due to [added: the] unfavorable changes in operating income/(loss) factors discussed above, [removed: which more than offset a lower effective] [added: higher income] tax [removed: rate in the current period] [added: expense] and [removed: the] [added: higher interest expense, partially offset by] favorable changes in other expense/(income).

- Our effective tax rate was [removed: a benefit] [added: an expense] of [removed: 220.5%] [added: 7.4% on pre-tax loss] in [removed: 2024] [added: 2025] compared to [removed: an expense] [added: a benefit] of [removed: 21.7%] [added: 220.5% on pre-tax income] in [removed: 2023.][added: 2024.]

The year-over-year [removed: change] [added: increase] in the effective tax rate was [added: due] primarily [removed: driven by] [added: to higher non-deductible goodwill impairments in] the [removed: recognition of] [added: current year and recognizing] a [removed: $3.0 billion] non-U.S. deferred tax asset as a result of the movement of certain business operations to a wholly-owned subsidiary in the Netherlands [removed: and the geographic mix of pre-tax income in various] [added: offset by establishing valuation allowances on certain] non-U.S. [removed: jurisdictions.][added: deferred tax assets in the prior year.]

- Other expense/(income) was [removed: $85 million of] income [added: of $171 million] in [removed: 2024] [added: 2025] compared to [removed: $27] [added: $85] million [removed: of expense] in [removed: 2023.][added: 2024.]

Diluted EPS decreased [removed: 2.2%] [added: 318.1%] to [removed: $2.26] [added: $(4.93)] in [removed: 2024] [added: 2025] compared to [removed: $2.31] [added: $2.26] in [removed: 2023,] [added: 2024,] primarily [removed: driven by] [added: due to] the net income/(loss) factors discussed [removed: above and] [added: above, which more than offset] the favorable impact of our common stock repurchases.

| | | | December [removed: 28, 2024] [added: 27, 2025] | | | | | | December [removed: 30, 2023 | | | | | | $ Change] [added: 28, 2024] | | | | | | % Change | | |

| Diluted EPS | | | $ | [removed: 2.26 | | | | | $ | 2.31] [added: (4.93)] | | | | | $ | [removed: (0.05) | | | | | (2.2) |] [added: 2.26] | [removed: %] |

| Restructuring activities | | | [removed: 0.01] [added: 0.02] | | | | | | [removed: 0.16] [added: 0.01] | | | | | | [removed: (0.15)] [added: 0.01] | | | | | | | | |

| Unrealized losses/(gains) on commodity [removed: hedges | | | (0.01) | | |] [added: hedges(b)] | | | [removed: —] [added: 0.02] | | | | | | (0.01) | | | [removed: | | | | | |]

| Impairment [removed: losses | | | 2.58 | | | | | | 0.50 | | |] [added: losses(c)] | | | [removed: 2.08] [added: 7.31] | | | | | | [added: 2.58] | | |

| Losses/(gains) on sale of [removed: business | | | 0.05 | | |] [added: business(e)] | | | [removed: —] [added: 0.04] | | | | | | 0.05 | | | [removed: | | | | | |]

| Nonmonetary currency devaluation | | | [removed: 0.01] [added: 0.03] | | | | | | [removed: 0.02] [added: 0.01] | | | | | | [removed: (0.01)] [added: 0.02] | | | | | | | | |

| Certain significant discrete income tax [removed: items | | | (1.84) | | | | | | (0.01) | | |] [added: items(g)] | | | [removed: (1.83)] [added: 0.06] | | | | | | [added: (1.84)] | | |

| Adjusted [removed: EPS(a) | | | $ | 3.06 | |] [added: EPS] | | | $ | [removed: 2.98] [added: 2.60] | | | | | $ | [removed: 0.08 | | | | | 2.7 |] [added: 3.06] | [removed: %] |

See Item 7, *Management’s Discussions and Analysis of Financial Condition and Results of Operations*, in our Annual Report on Form 10-K for the year ended December 28, 2024 for a detailed discussion of our financial condition and results of operations for 2024 compared to 2023.

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”).

Previously Announced Separation Transaction:

On September 2, 2025, we announced our plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off (the “Separation”).

On February 11, 2026, we announced that the Kraft Heinz Board of Directors (the “Board”) has decided to pause work related to the Separation.

See Item 1A, *Risk Factors*, for further discussion of risks relating to the Separation.

During the year ended December 27, 2025, we experienced increased inflationary pressures in our supply chain costs compared to the prior year period, due in part to the tariff and trade policy actions taken by the United States and foreign governments during the year.

We expect these inflationary trends to moderate through 2026, although there continues to be significant uncertainty.

As the situation continues to remain fluid due to the rapidly changing global trade environment, we continue to evaluate the potential implications of these actions on our business.

Consumer Trends:

In the second quarter of 2025, we announced our commitment to remove Food, Drug & Cosmetic (“FD&C”) colors from our U.S. portfolio of products before the end of 2027.

Additionally, we have committed to ensuring that all new products launched in the U.S. will be free of FD&C colors.

This initiative will impact a subset of the products sold within our North America segment, primarily within our Hydration and Desserts platforms.

While we do not currently anticipate a significant impact to our input costs in our efforts to meet this commitment, our net sales, market share, or results of operations could be adversely affected if we are unsuccessful in our efforts to continue to satisfy consumer preferences.

Regulatory Landscape:

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States.

The OBBBA includes a broad range of changes to U.S. tax law, which did not have a material impact on our total tax provision as of December 27, 2025, and we do not expect the elective provisions of the law to have a material impact on our effective tax rate in future periods.

Further, certain provision of the OBBBA impact the timing of cash tax payments, which resulted in a reduction of our

cash tax payments in 2025, and is expected to reduce cash tax payments in 2026; however we do not expect these provisions to have a material impact on our cash flows in future periods.

The OBBBA also enacted modifications to the Supplemental Nutrition Assistance Program (“SNAP”).

The modifications are expected to reduce the number of SNAP participants and the average benefits received by the eligible participants, which could impact consumers’ demand for our products.

We intend to take measures to mitigate the potential negative impacts through pricing strategies and changes to our product portfolios.

However, the modifications to the SNAP program may have a negative impact on our results of operations, cash flows, and market share.

In 2025, we entered into a definitive agreement to sell our infant and specialty food business in Italy, within our International Developed Markets segment.

On December 31, 2025, which is in the first quarter of our fiscal year 2026, we closed the sale for total cash consideration of approximately $146 million.

| Net sales | | | $ | 24,942 | | | | | $ | 25,846 | | | | | (3.5) | | % |

| Net income/(loss) | | | (5,848) | | | | | | 2,746 | | | | | | (313.0) | | % |

| Net sales | | | $ | 24,942 | | | | | $ | 25,846 | | | | | (3.5) | | % |

| | | | December 27, 2025 | | | | | | December 28, 2024 | | | | | | % Change | | |

| Operating income/(loss) | | | $ | (4,669) | | | | | $ | 1,683 | | | | | (377.4) | | % |

| Net income/(loss) | | | (5,848) | | | | | | 2,746 | | | | | | (313.0) | | % |

In addition to the impact of these non-cash impairment losses, operating income/(loss) decreased $715 million due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, separation costs incurred in the current year, unfavorable changes in unrealized losses/(gains) on commodity hedges, increased advertising expenses and increased research and development costs.

These unfavorable impacts to operating income/(loss) were partially offset by higher pricing and decreased general corporate expenses.

This change was driven by a $53 million increase in interest income primarily due to interest earned on our available-for-sale securities, and a $42 million net loss on the sale of a business recognized in 2025 compared to a $81 million net loss on the sale of businesses in 2024.

These positive impacts on other expense/(income) were partially offset by a $28 million decrease in our net pension and postretirement non-service components.

Adjusted Operating Income decreased 11.5% to $4.7 billion in 2025 compared to $5.4 billion in 2024, primarily due to inflationary pressures in commodity and manufacturing costs that outpaced our efficiency initiatives, unfavorable volume/mix, increased advertising expenses, increased research and development costs, and the unfavorable impact of foreign currency (0.1 pp).

These unfavorable impacts more than offset higher pricing and decreased general corporate expenses.

| | | | December 27, 2025 | | | | | | December 28, 2024 | | | | | | % Change | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | |

| Diluted EPS | | | $ | (4.93) | | | | | $ | 2.26 | | | | | (318.1) | | % |

In the first quarter of 2024, we divided our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

Subsequently, we manage our operating results through four operating segments.

We recognized goodwill impairment losses of $510 million and intangible asset impairment losses of $152 million in 2023.

We recognized goodwill impairment losses of $444 million, intangible asset impairment losses of $469 million, and net property, and plant, and equipment asset impairment losses of $86 million in 2022.

53rd Week:

We operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year.

Our 2024 fiscal year was a 52-week period that ended on December 28, 2024, our 2023 fiscal year was a 52-week period that ended on December 30, 2023, and our 2022 fiscal year was a 53-week period that ended on December 31, 2022.

In 2022, we completed the Hemmer Acquisition within Emerging Markets, and the Just Spices Acquisition within our International Developed Markets segment.

During the year ended December 28, 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

Income Taxes:

The Organization for Economic Co-operation and Development (OECD), a global coalition of member countries, proposed a two-pillar plan that aims to ensure a fairer distribution of profits among countries and impose a floor on tax competition through the introduction of a global minimum tax of 15%.

Many countries have enacted, or begun the process of enacting, laws based on the two-pillar plan proposals.

As part of our planning for the changes in the international tax environment, as well as to achieve greater operational synergies, we have enacted changes to our corporate entity structure which included a transfer of, and will result in the movement of, certain business operations to a wholly-owned subsidiary in the Netherlands resulting in a tax benefit of $3.0 billion recorded as a non-U.S. deferred tax asset in December 2024.

The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred to the Netherlands subsidiary with the tax basis determined by reference to the fair value of the business.

The determination of the estimated fair value of the transferred business is complex and requires the exercise of substantial judgment due to the use of subjective assumptions in the valuation method used by management.

The associated valuation allowance of $0.6 billion is related to uncertainty in the Pillar Two legislative interpretation and is based on our latest assessment of the total tax benefit that is more likely than not to be realized.

The recognition of our future tax benefits associated with this transaction is dependent upon the acceptance of the business valuation and tax basis step-up by the associated taxing authorities.

The legislative developments in conjunction with changes we made to our corporate entity structure are estimated to increase our cash tax rate by 2.0% to 3.0% and our effective tax rate by approximately 5.0%.

The estimated rates could be impacted by the outcome of examinations by taxing authorities and future legislative developments.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | $ | 25,846 | | | | | $ | 26,640 | | | | | (3.0) | | % | | | | $ | 26,640 | | | | | $ | 26,485 | | | | | 0.6 | | % |

| Diluted EPS | | | 2.26 | | | | | | 2.31 | | | | | | (2.2) | | % | | | | 2.31 | | | | | | 1.91 | | | | | | 20.9 | | % |

See the *Non-GAAP Financial Measures* section at the end of this item.

Pricing was higher in North America and Emerging Markets, and flat in International Developed Markets.

Volume/mix in North America and International Developed Markets was unfavorable, while volume/mix in Emerging Markets was favorable.

Net sales increased 0.6% to $26.6 billion in 2023 compared to $26.5 billion in 2022, including the unfavorable impacts of lapping a 53rd week of shipments in the prior period (1.8 pp), foreign currency (0.9 pp), and acquisitions and divestitures (0.1 pp).

The remaining change to operating income/(loss) was an increase of $118 million primarily driven by higher pricing, lower variable compensation expense, and lower procurement and logistics costs, due, in part, to the beneficial impact from our efficiency initiatives.

These favorable impacts to operating income/(loss) were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor costs, and increased selling, general and administrative expenses (“SG&A”) due, in part, to investments in technology.

This benefit to our effective tax rate was partially offset by establishing a partial valuation allowance of $0.6 billion against the Netherlands deferred tax asset, establishing a full valuation allowance against Brazil net deferred tax assets, and non-deductible goodwill impairments.

This change was primarily driven by $197 million of favorable changes in net pension and postretirement non-service cost/(benefit), partially offset by an $81 million net loss on the sale of businesses in 2024.

Adjusted Operating Income increased 1.2% to $5.4 billion in 2024 compared to $5.3 billion in 2023, primarily driven by higher pricing, lower variable compensation expense, and lower procurement and logistics costs, due, in part, to the beneficial impact from our efficiency initiatives.

These favorable impacts to Adjusted Operating Income were partially offset by unfavorable volume/mix, increased manufacturing expenses due to increased labor costs, increased SG&A due, in part, to investments in technology, and the unfavorable impact of foreign currency (0.4 pp).

Operating income/(loss) increased 25.8% to $4.6 billion in 2023 compared to $3.6 billion in 2022, primarily driven by higher pricing, the beneficial impact from our efficiency initiatives, lower non-cash impairment losses in the current year period ($251 million), and the impact of the securities class action lawsuit in the prior year period.

These favorable impacts to operating income/(loss) were partially offset by higher commodity costs, including the impact of realized and unrealized gains and losses on commodity hedges, higher supply chain costs, reflecting inflationary pressure in manufacturing and procurement costs, unfavorable volume/mix, increased SG&A primarily for advertising expenses, and the decrease from lapping a 53rd week of shipments in the prior period.

Net income/(loss) increased 20.2% to $2.8 billion in 2023 compared to $2.4 billion in 2022.

This increase was driven by the operating income/(loss) factors discussed above and lower interest expense, which more than offset unfavorable changes in other expense/(income) and higher tax expense.

- Interest expense was $912 million in 2023 compared to $921 million in 2022.

- Our effective tax rate was 21.7% in 2023 compared to 20.2% in 2022.

See Note 2, *Significant Accounting Policies*, and Note [removed: 12,] [added: 13,] *Financial Instruments*, in Item 8, *Financial Statements and Supplementary Data*, for details of our market risk management policies and the financial instruments used to hedge those exposures.

| | | | December [removed: 28, 2024] [added: 27, 2025] | | | | | | December [removed: 30, 2023] [added: 28, 2024] | | |

| Commodity contracts | | | $ | [removed: 81] [added: 86] | | | | | $ | [removed: 77] [added: 81] | |

| Foreign currency contracts | | | [removed: 165] [added: 240] | | | | | | [removed: 37] [added: 165] | | |

| Cross-currency swap contracts | | | [removed: 71] [added: 176] | | | | | | [removed: 115] [added: 71] | | |

Effect of Hypothetical 1% Fluctuation in EURIBOR:

Based on our current variable rate debt balance as of December 28, 2024, a hypothetical 1% increase in EURIBOR would have an insignificant impact on our annual interest expense.

With [removed: 2024] [added: 2025] net sales of approximately [removed: $26] [added: $25] billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale.

Our [removed: 2024] [added: 2025] fiscal year was a 52-week period that ended on December [removed: 28, 2024,] [added: 27, 2025,] our [removed: 2023] [added: 2024] fiscal year was a 52-week period that ended on December [removed: 30, 2023,] [added: 28, 2024,] and our [removed: 2022] [added: 2023] fiscal year was a [removed: 53-week] [added: 52-week] period that ended on December [removed: 31, 2022.][added: 30, 2023.]

See Note [removed: 20,] [added: 21,] *Segment Reporting*, in Item 8, *Financial Statements and Supplementary Data*, for our geographic financial information by segment.

Significant trademarks by segment based on net sales in [removed: 2024] [added: 2025] were:

| International Developed Markets | | | | | | *Heinz, Golden Circle, [removed: Wattie’s, Plasmon*] [added: Plasmon(a), Wattie’s*] | | |

| Emerging [removed: Markets(a)] [added: Markets(b)] | | | | | | *Heinz, [removed: ABC,] Master, [added: ABC,] Quero, Kraft, Pudliszki* | | |

[removed: (a)] [added: (b)] Emerging Markets represents the aggregation of our WEEM and AEM operating segments.

In [removed: 2024,] [added: 2025,] brands used under licenses from third parties included *Capri Sun* packaged drink pouches for sale in our North America segment.

We purchase and use large quantities of commodities, including dairy products, meat products, [removed: tomato products,] sugar and other sweeteners, [added: coffee, tomato products,] soybean and vegetable oils, [removed: coffee beans, wheat and processed grains,] eggs, [removed: and] other fruits and [removed: vegetables] [added: vegetables, and wheat and processed grains] to manufacture our products.

In addition, we purchase and use significant quantities of plastics, [removed: cardboard,] resin, [added: cardboard,] glass, [added: paper] and metal to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products.

The prices of raw materials that we use in our products are affected by external factors, such as global competition for resources, currency fluctuations, severe [removed: weather or] [added: weather, including the impacts of] global climate change, pandemics, geopolitical conflicts, consumer, industrial, or investment demand, and changes in governmental regulation and trade, tariffs, alternative energy, and agricultural programs.

- product innovations, renovations, and new technologies to meet changing consumer needs, [added: drive growth, and] support our environmental and sustainability [removed: goals, and drive growth;][added: goals;]

In [removed: 2024,] [added: 2025,] the five largest customers in our North America segment accounted for approximately 46% of North America segment net sales, the five largest customers in our International Developed Markets segment accounted for approximately [removed: 28%] [added: 27%] of International Developed Markets net sales, and the five largest customers in Emerging Markets accounted for approximately [removed: 12%] [added: 15%] of Emerging Markets net sales.

Our largest customer, Walmart Inc., represented approximately 21% of our net sales in [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

As of December [removed: 28, 2024,] [added: 27, 2025,] we manage our sales portfolio through eight consumer-driven product platforms.

Meats [removed: includes] [added: include] cold cuts, bacon, and hot dogs.

| | | | December [removed: 28, 2024] [added: 27, 2025] | | | | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | |

| Taste Elevation | | | [removed: 44] [added: 45] | | % | | | | 44 | | % | | | | [removed: 41] [added: 44] | | % |

| Easy Ready Meals | | | [removed: 18] [added: 17] | | % | | | | [removed: 18] [added: 17] | | % | | | | [removed: 19] [added: 17] | | % |

| Substantial Snacking | | | [removed: 5] [added: 6] | | % | | | | [removed: 5] [added: 6] | | % | | | | 6 | | % |

| Desserts | | | [removed: 4] [added: 5] | | % | | | | 4 | | % | | | | 4 | | % |

| Hydration | | | [removed: 9] [added: 8] | | % | | | | 9 | | % | | | | 9 | | % |

| Meats | | | 8 | | % | | | | 8 | | % | | | | [removed: 9] [added: 8] | | % |

| Other | | | [removed: 2] [added: 1] | | % | | | | 2 | | % | | | | 2 | | % |

Our business operations, including the production, transportation, storage, distribution, sale, display, advertising, marketing, labeling, quality, [added: nutritional value,] and safety of our products and their ingredients, and our occupational safety, health, and privacy practices, are subject to various [removed: laws] [added: laws, regulations] and [removed: regulations.][added: executive orders.]

As of December [removed: 28, 2024,] [added: 27, 2025,] we had accrued an amount we deemed appropriate for environmental remediation.

[removed: Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our] general compliance with environmental laws and regulations will not have a material effect on our earnings or financial condition.

We are committed to attracting, developing, and retaining world-class talent and creating an engaging and inclusive culture that embodies our [removed: Purpose, Dream, Values, and Leadership Principles.][added: Values.]

Our rewards strategies (compensation, benefits, recognition, and wellbeing) aim to [removed: help] [added: empower] our employees [added: to] help themselves to LiveWell.

The results and comments are reviewed by the Board, senior leadership, managers, and human resources to help determine where [removed: changes] [added: actions] are needed to support our people and teams.

It [removed: is the key ingredient that unites us as] [added: fosters] a Community of Owners, [removed: fosters] [added: promotes] a sense of belonging, and inspires us to lead the future of food.

Our Employee Value Proposition is built on [removed: three] [added: four] core pillars:

Our TRIR globally was [removed: 0.39] [added: 0.40] in [removed: 2024] [added: 2025] and [removed: 0.53] [added: 0.39] in [removed: 2023.][added: 2024.]

Our Total Rewards philosophy is to provide a meaningful and flexible spectrum of programs that [removed: equitably] support our workforce and their families, and [removed: compliment] [added: complement] Kraft Heinz’ strategy and values.

Total Rewards includes compensation elements of base pay and [removed: wages and incentives,] [added: variable pay,] healthcare, savings and insurance plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits.

We believe in [removed: ownership and meritocracy,] recognizing and rewarding our people on their achievements and impact as they grow their careers with us.

The following are our executive officers as of February [removed: 8, 2025:][added: 7, 2026:]

| Andre Maciel, *Executive Vice President and Global Chief Financial Officer* | | | | | | [removed: 50] [added: 51] | | | | | | Executive Vice President and Global Chief Financial Officer (since March 2022); Senior Vice President, U.S. Chief Financial Officer, and Head of Digital Transformation (September 2019 to March 2022); Managing Director, Continental Europe (January to August 2019); Chief Financial Officer, U.S. (2017 to January 2019); and Head of U.S. Commercial Finance (2015 to 2017). | | |

| Diana Frost, *Global Chief Growth Officer* | | | | | | [removed: 42] [added: 43] | | | | | | Global Chief Growth Officer (since December 2023); Chief Growth Officer, North America (August to December 2023); Head of North America Disruption and Canada Chief Marketing Officer (January to August 2022); and Chief Growth Officer, Canada (September 2020 to December 2021). Head of Portfolio Transformation, Mars Wrigley (January 2019 to September 2020) at Mars, Incorporated, a multinational confections company. | | |

| [removed: Marcos Eloi Lima,] [added: Flávio Barros Torres,] *Executive Vice President and Global Chief [removed: Procurement and Sustainability] [added: Supply Chain] Officer* | | | | | | [removed: 47] [added: 56] | | | | | | Executive Vice President and Global Chief [removed: Procurement and Sustainability] [added: Supply Chain] Officer (since December [removed: 2023); Executive Vice President] [added: 2021);] and [added: Head of] Global [removed: Chief Procurement Officer (December 2021 to December 2023); Chief Procurement Officer (October 2019] [added: Operations (January 2020] to December [removed: 2023); and Advisor in the area of procurement (July to October 2019).] [added: 2021). Global Operations] Vice President [removed: Procurement & Sustainability Middle Americas Zone (2016] [added: (2017] to [removed: July] 2019) at Anheuser-Busch InBev [removed: SA/NV (“AB InBev”),] [added: SA/NV,] a multinational drink and brewing holdings company. | | |

On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off (the “Separation”).

On February 11, 2026, we announced that the Kraft Heinz Board of Directors (the “Board”) has decided to pause work related to the Separation.

If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission.

Reportable Segments:

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”).

(a) On December 31, 2025, in the first quarter of our fiscal year 2026, we divested our infant and specialty food business in Italy, which included our intellectual property rights to the *Plasmon* brand.

See Note 5, *Acquisitions and Divestitures*, for additional information.

In 2025, we experienced increased inflationary pressures in our supply chain costs compared to the prior year period, due in part to the tariff and trade policy actions taken by the United States and foreign governments during the year.

We expect these inflationary trends to moderate through 2026, although there continues to be significant uncertainty.

The net sales by platform for the years ended December 28, 2024 and December 30, 2023 presented in the table above has been corrected to conform to our previously disclosed platform definitions.

The update had no impact on net sales or on the consolidated financial statements and we do not believe they are material to the consolidated financial statements.

Based on information currently available, we believe that the ultimate resolution of existing environmental remediation actions and our

We are driven by our Values—*We are consumer obsessed, We dare to do better every day, We champion great people, We demand diversity, We do the right thing, and We own it,* and they are the foundation upon which our culture is built.

Engagement and Culture:

As of December 27, 2025, Kraft Heinz had approximately 35,000 employees globally based in 40 countries, of whom approximately 16,000 were employed in the United States.

Approximately sixty-two percent of our employees globally are dedicated to the production of our products.

We are party to numerous collective bargaining agreements and believe that relations with our employees are generally good.

Our November 2025 survey showed that employee engagement remains high and above market relative to our benchmarks.

The engagement score for our manufacturing survey achieved our highest score to date.

Trailing 12-month retention remains healthy and in line with our targeted range.

- We foster accountability through a streamlined corporate structure, disciplined cost management, the use of agile pods, and strategic AI adoption.

We believe our culture sets us apart and underpins our efforts to strengthen the employee value proposition, which we view as important to future success.

In 2025 we launched KHAI, our first internal AI assistant at Kraft Heinz, to streamline everyday tasks, answer questions about employee programs, and support skill development, and Nadia, an AI-powered leadership coach designed to support growth and development.

| Steve Cahillane, *Chief Executive Officer and Director* | | | | | | 60 | | | | | | Chief Executive Officer (since January 2026). President and Chief Executive Officer (October 2023 to December 2025) at Kellanova, a global snacking, international cereal and noodles, and North American frozen foods company. Chairman and Chief Executive Officer (October 2017 to October 2023) at Kellogg Company, a multinational food manufacturing company. | | |

| Janelle Aydin *Global Chief Procurement and Sustainability Officer* | | | | | | 45 | | | | | | Global Chief Procurement and Sustainability Officer (since August 2025); Chief Procurement and Sustainability Officer, North America Zone (January 2024 to July 2025); and Chief Procurement Officer, North America Zone (January to December 2023). Global Chief Procurement Officer (May 2019 to January 2023) at Diageo plc, a multinational alcoholic beverage company. | | |

| Rodolfo Camacho *Global Chief People Officer* | | | | | | 37 | | | | | | Global Chief People Officer (since August 2025); Global Chief Talent and Rewards Officer (January 2024 to July 2025); and Chief People Officer, International Zone (January 2020 to December 2023). | | |

Reportable Segments: In the first quarter of 2024, we divided our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

Subsequently, we manage our operating results through four operating segments.

In 2024, we experienced moderate inflation in our supply chain costs compared to the prior year period, which we expect to continue through 2025.

While inflationary pressures within procurement, manufacturing, and logistics costs had a negative impact on our results of operations, we experienced increased stability of these costs as compared to the prior year period.

In the first quarter of 2024, we changed the way we manage our product portfolio to align with our future growth strategy.

We are driven by our Purpose– *Let’s make life delicious*, our Company Dream—*To be the leader in elevating and creating food that makes you feel good,* and our Values and Leadership Principles.

Those elements represent the foundation upon which our culture is built.

We recognize that our ownership-centric culture is vital to our overall success and a key competitive advantage.

Engagement:

As of December 28, 2024, Kraft Heinz had approximately 36,000 employees globally.

Our November 2024 survey showed that we hit an all-time high for employee engagement since the 2015 Merger and achieved our aspiration to rank in the top-quartile on the Inclusion Index, which measures employees feeling like their opinions count, belonging and inclusive leadership.

We believe our culture is the secret sauce that sets us apart and drives our success.

It is the foundation of our employee value proposition.

We have made significant progress, learned a lot, and plan to build on our successes as we set the table for the future.

Kraft Heinz is a great place for those who dare to win in a challenging, meritocratic, ambitious, and engaging environment.

We aim for global consistency while respecting local market practices and employee preferences.

We report more detailed information regarding our programs and initiatives related to our people and human capital management in our Environmental Social Governance Report.

Our 2024 report, which provides our progress through 2023, is available on our website at www.kraftheinzcompany.com/esg.

The information on our website, including our ESG Report, is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the Securities and Exchange Commission (“SEC”).

| Carlos Abrams-Rivera, *Chief Executive Officer and Director* | | | | | | 57 | | | | | | Chief Executive Officer (since December 2023); President Kraft Heinz (August to December 2023); Executive Vice President and President, North America (December 2021 to August 2023); and U.S. Zone President (February 2020 to December 2021). Executive Vice President and President, Campbell Snacks (May 2019 to February 2020), and President, Campbell Snacks (March 2018 to May 2019) at Campbell Soup Company (“Campbell”), a food and beverage company. | | |

| Flávio Barros Torres, *Executive Vice President and Global Chief Supply Chain Officer* | | | | | | 55 | | | | | | Executive Vice President and Global Chief Supply Chain Officer (since December 2021); and Head of Global Operations (January 2020 to December 2021). Global Operations Vice President (2017 to 2019) at AB InBev. | | |

| Melissa Werneck, *Executive Vice President and Global Chief People Officer* | | | | | | 52 | | | | | | Executive Vice President and Global Chief People Officer (since December 2021); Global Chief People Officer (2016 to December 2021); and Head of Global Human Resources, Performance and Information Technology (2015 to 2016). | | |

See Note [removed: 15,] [added: 16,] *Commitments and Contingencies*, in Item 8, *Financial Statements and Supplementary Data*.

For the fiscal year ended December [removed: 28, 2024][added: 27, 2025]

[removed: ][added: ]

| [removed: Floating Rate] [added: 3.250%] Senior Notes due [removed: 2025] [added: 2033] | | | [removed: KHC25] [added: KHC33] | | | The Nasdaq Stock Market LLC | | |

The aggregate market value of the shares of common stock held by non-affiliates of the registrant, computed by reference to the closing price of such stock as of the last business day of the registrant’s most recently completed second quarter, was approximately [removed: $28.5] [added: $22] billion.

As of February [removed: 8, 2025,] [added: 7, 2026,] there were [removed: 1,194,989,953] [added: 1,183,744,751] shares of the registrant’s common stock outstanding.

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its annual meeting of stockholders expected to be held on May [removed: 8, 2025] [added: 14, 2026] are incorporated by reference into Part III hereof.

| [Item 1. [removed: Business.](#i561a2db4128e45bf8cf130054af8f347_16)] [added: Business.](#iefde1e5b5630485fa938bd4ad1b19b17_16)] | | | [removed: [1](#i561a2db4128e45bf8cf130054af8f347_16)] [added: [1](#iefde1e5b5630485fa938bd4ad1b19b17_16)] | | |

| [Item 1A. Risk [removed: Factors.](#i561a2db4128e45bf8cf130054af8f347_25)] [added: Factors.](#iefde1e5b5630485fa938bd4ad1b19b17_25)] | | | [removed: [7](#i561a2db4128e45bf8cf130054af8f347_25)] [added: [7](#iefde1e5b5630485fa938bd4ad1b19b17_25)] | | |

| [Item 1B. Unresolved Staff [removed: Comments.](#i561a2db4128e45bf8cf130054af8f347_28)] [added: Comments.](#iefde1e5b5630485fa938bd4ad1b19b17_28)] | | | [removed: [21](#i561a2db4128e45bf8cf130054af8f347_28)] [added: [22](#iefde1e5b5630485fa938bd4ad1b19b17_28)] | | |

| [Item [removed: 1C.](#i561a2db4128e45bf8cf130054af8f347_31) [](#i561a2db4128e45bf8cf130054af8f347_31)[Cybersecurity](#i561a2db4128e45bf8cf130054af8f347_31)] [added: 1C. Cybersecurity](#iefde1e5b5630485fa938bd4ad1b19b17_31)] | | | [removed: [21](#i561a2db4128e45bf8cf130054af8f347_31)] [added: [23](#iefde1e5b5630485fa938bd4ad1b19b17_31)] | | |

| [Item 2. [removed: Properties.](#i561a2db4128e45bf8cf130054af8f347_34)] [added: Properties.](#iefde1e5b5630485fa938bd4ad1b19b17_34)] | | | [removed: [23](#i561a2db4128e45bf8cf130054af8f347_34)] [added: [24](#iefde1e5b5630485fa938bd4ad1b19b17_34)] | | |

| [Item 3. Legal [removed: Proceedings.](#i561a2db4128e45bf8cf130054af8f347_37)] [added: Proceedings.](#iefde1e5b5630485fa938bd4ad1b19b17_37)] | | | [removed: [23](#i561a2db4128e45bf8cf130054af8f347_37)] [added: [25](#iefde1e5b5630485fa938bd4ad1b19b17_37)] | | |

| [Item 4. Mine Safety [removed: Disclosures.](#i561a2db4128e45bf8cf130054af8f347_40)] [added: Disclosures.](#iefde1e5b5630485fa938bd4ad1b19b17_40)] | | | [removed: [23](#i561a2db4128e45bf8cf130054af8f347_40)] [added: [25](#iefde1e5b5630485fa938bd4ad1b19b17_40)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i561a2db4128e45bf8cf130054af8f347_46)] [added: Securities.](#iefde1e5b5630485fa938bd4ad1b19b17_46)] | | | [removed: [24](#i561a2db4128e45bf8cf130054af8f347_46)] [added: [26](#iefde1e5b5630485fa938bd4ad1b19b17_46)] | | |

| [Item 6. [removed: \[Reserved\].](#i561a2db4128e45bf8cf130054af8f347_49)] [added: \[Reserved\].](#iefde1e5b5630485fa938bd4ad1b19b17_49)] | | | [removed: [25](#i561a2db4128e45bf8cf130054af8f347_49)] [added: [27](#iefde1e5b5630485fa938bd4ad1b19b17_49)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i561a2db4128e45bf8cf130054af8f347_52)] [added: Operations.](#iefde1e5b5630485fa938bd4ad1b19b17_52)] | | | [removed: [26](#i561a2db4128e45bf8cf130054af8f347_52)] [added: [28](#iefde1e5b5630485fa938bd4ad1b19b17_52)] | | |

| [Consolidated Results of [removed: Operations](#i561a2db4128e45bf8cf130054af8f347_58)] [added: Operations](#iefde1e5b5630485fa938bd4ad1b19b17_58)] | | | [removed: [27](#i561a2db4128e45bf8cf130054af8f347_58)] [added: [29](#iefde1e5b5630485fa938bd4ad1b19b17_58)] | | |

| [Results of Operations by [removed: Segment](#i561a2db4128e45bf8cf130054af8f347_61)] [added: Segment](#iefde1e5b5630485fa938bd4ad1b19b17_61)] | | | [removed: [31](#i561a2db4128e45bf8cf130054af8f347_61)] [added: [31](#iefde1e5b5630485fa938bd4ad1b19b17_61)] | | |

| [Liquidity and Capital [removed: Resources](#i561a2db4128e45bf8cf130054af8f347_64)] [added: Resources](#iefde1e5b5630485fa938bd4ad1b19b17_64)] | | | [removed: [35](#i561a2db4128e45bf8cf130054af8f347_64)] [added: [34](#iefde1e5b5630485fa938bd4ad1b19b17_64)] | | |

| [Commodity [removed: Trends](#i561a2db4128e45bf8cf130054af8f347_67)] [added: Trends](#iefde1e5b5630485fa938bd4ad1b19b17_67)] | | | [removed: [40](#i561a2db4128e45bf8cf130054af8f347_67)] [added: [38](#iefde1e5b5630485fa938bd4ad1b19b17_67)] | | |

| [Critical Accounting [removed: Estimates](#i561a2db4128e45bf8cf130054af8f347_70)] [added: Estimates](#iefde1e5b5630485fa938bd4ad1b19b17_70)] | | | [removed: [40](#i561a2db4128e45bf8cf130054af8f347_70)] [added: [39](#iefde1e5b5630485fa938bd4ad1b19b17_70)] | | |

| [New Accounting [removed: Pronouncements](#i561a2db4128e45bf8cf130054af8f347_73)] [added: Pronouncements](#iefde1e5b5630485fa938bd4ad1b19b17_73)] | | | [removed: [44](#i561a2db4128e45bf8cf130054af8f347_73)] [added: [43](#iefde1e5b5630485fa938bd4ad1b19b17_73)] | | |

| [Non-GAAP Financial [removed: Measures](#i561a2db4128e45bf8cf130054af8f347_79)] [added: Measures](#iefde1e5b5630485fa938bd4ad1b19b17_79)] | | | [removed: [44](#i561a2db4128e45bf8cf130054af8f347_79)] [added: [43](#iefde1e5b5630485fa938bd4ad1b19b17_79)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i561a2db4128e45bf8cf130054af8f347_82)] [added: Risk.](#iefde1e5b5630485fa938bd4ad1b19b17_82)] | | | [removed: [50](#i561a2db4128e45bf8cf130054af8f347_82)] [added: [47](#iefde1e5b5630485fa938bd4ad1b19b17_82)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data.](#i561a2db4128e45bf8cf130054af8f347_85)] [added: Data.](#iefde1e5b5630485fa938bd4ad1b19b17_85)] | | | [removed: [51](#i561a2db4128e45bf8cf130054af8f347_85)] [added: [48](#iefde1e5b5630485fa938bd4ad1b19b17_85)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i561a2db4128e45bf8cf130054af8f347_88)] [added: Firm](#iefde1e5b5630485fa938bd4ad1b19b17_88)] | | | [removed: [51](#i561a2db4128e45bf8cf130054af8f347_88)] [added: [48](#iefde1e5b5630485fa938bd4ad1b19b17_88)] | | |

| [Consolidated Statements of [removed: Income](#i561a2db4128e45bf8cf130054af8f347_91)] [added: Income](#iefde1e5b5630485fa938bd4ad1b19b17_91)] | | | [removed: [55](#i561a2db4128e45bf8cf130054af8f347_91)] [added: [51](#iefde1e5b5630485fa938bd4ad1b19b17_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i561a2db4128e45bf8cf130054af8f347_94)] [added: Income](#iefde1e5b5630485fa938bd4ad1b19b17_94)] | | | [removed: [56](#i561a2db4128e45bf8cf130054af8f347_94)] [added: [52](#iefde1e5b5630485fa938bd4ad1b19b17_94)] | | |

| [Consolidated Balance [removed: Sheets](#i561a2db4128e45bf8cf130054af8f347_97)] [added: Sheets](#iefde1e5b5630485fa938bd4ad1b19b17_97)] | | | [removed: [57](#i561a2db4128e45bf8cf130054af8f347_97)] [added: [53](#iefde1e5b5630485fa938bd4ad1b19b17_97)] | | |

| [Consolidated Statements of [removed: Equity](#i561a2db4128e45bf8cf130054af8f347_100)] [added: Equity](#iefde1e5b5630485fa938bd4ad1b19b17_100)] | | | [removed: [58](#i561a2db4128e45bf8cf130054af8f347_100)] [added: [54](#iefde1e5b5630485fa938bd4ad1b19b17_100)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i561a2db4128e45bf8cf130054af8f347_103)] [added: Flows](#iefde1e5b5630485fa938bd4ad1b19b17_103)] | | | [removed: [59](#i561a2db4128e45bf8cf130054af8f347_103)] [added: [55](#iefde1e5b5630485fa938bd4ad1b19b17_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i561a2db4128e45bf8cf130054af8f347_106)] [added: Statements](#iefde1e5b5630485fa938bd4ad1b19b17_106)] | | | [removed: [60](#i561a2db4128e45bf8cf130054af8f347_106)] [added: [56](#iefde1e5b5630485fa938bd4ad1b19b17_106)] | | |

| [Note 1. Basis of [removed: Presentation](#i561a2db4128e45bf8cf130054af8f347_109)] [added: Presentation](#iefde1e5b5630485fa938bd4ad1b19b17_109)] | | | [removed: [60](#i561a2db4128e45bf8cf130054af8f347_109)] [added: [56](#iefde1e5b5630485fa938bd4ad1b19b17_109)] | | |

| [removed: [Note 2.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_112) [2](#iefde1e5b5630485fa938bd4ad1b19b17_112)[.] Significant Accounting [removed: Policies](#i561a2db4128e45bf8cf130054af8f347_112)] [added: Policies](#iefde1e5b5630485fa938bd4ad1b19b17_112)] | | | [removed: [61](#i561a2db4128e45bf8cf130054af8f347_112)] [added: [57](#iefde1e5b5630485fa938bd4ad1b19b17_112)] | | |

| [removed: [Note 3.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_115) [4](#iefde1e5b5630485fa938bd4ad1b19b17_115)[.] New Accounting [removed: Standards](#i561a2db4128e45bf8cf130054af8f347_115)] [added: Standards](#iefde1e5b5630485fa938bd4ad1b19b17_115)] | | | [removed: [66](#i561a2db4128e45bf8cf130054af8f347_115)] [added: [63](#iefde1e5b5630485fa938bd4ad1b19b17_115)] | | |

| [removed: [Note 4.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_118) [5](#iefde1e5b5630485fa938bd4ad1b19b17_118)[.] Acquisitions and [removed: Divestitures](#i561a2db4128e45bf8cf130054af8f347_118)] [added: Divestitures](#iefde1e5b5630485fa938bd4ad1b19b17_118)] | | | [removed: [66](#i561a2db4128e45bf8cf130054af8f347_118)] [added: [63](#iefde1e5b5630485fa938bd4ad1b19b17_118)] | | |

| [removed: [Note 5.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_121) [6](#iefde1e5b5630485fa938bd4ad1b19b17_121)[.] Restructuring [removed: Activities](#i561a2db4128e45bf8cf130054af8f347_121)] [added: Activities](#iefde1e5b5630485fa938bd4ad1b19b17_121)] | | | [removed: [69](#i561a2db4128e45bf8cf130054af8f347_121)] [added: [64](#iefde1e5b5630485fa938bd4ad1b19b17_121)] | | |

| [removed: [Note 6. Inventories](#i561a2db4128e45bf8cf130054af8f347_124)] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_124) [7](#iefde1e5b5630485fa938bd4ad1b19b17_124)[. Inventories](#iefde1e5b5630485fa938bd4ad1b19b17_124)] | | | [removed: [71](#i561a2db4128e45bf8cf130054af8f347_124)] [added: [65](#iefde1e5b5630485fa938bd4ad1b19b17_124)] | | |

| [removed: [Note 7.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_127) [8](#iefde1e5b5630485fa938bd4ad1b19b17_127)[.] Property, Plant and [removed: Equipment](#i561a2db4128e45bf8cf130054af8f347_127)] [added: Equipment](#iefde1e5b5630485fa938bd4ad1b19b17_127)] | | | [removed: [71](#i561a2db4128e45bf8cf130054af8f347_127)] [added: [65](#iefde1e5b5630485fa938bd4ad1b19b17_127)] | | |

| [removed: [Note 8.] [added: [Note](#iefde1e5b5630485fa938bd4ad1b19b17_130) [9](#iefde1e5b5630485fa938bd4ad1b19b17_130)[.] Goodwill and Intangible [removed: Assets](#i561a2db4128e45bf8cf130054af8f347_130)] [added: Assets](#iefde1e5b5630485fa938bd4ad1b19b17_130)] | | | [removed: [71](#i561a2db4128e45bf8cf130054af8f347_130)] [added: [66](#iefde1e5b5630485fa938bd4ad1b19b17_130)] | | |

| [PART I](#iefde1e5b5630485fa938bd4ad1b19b17_13) | | | [1](#iefde1e5b5630485fa938bd4ad1b19b17_13) | | |

| [PART II](#iefde1e5b5630485fa938bd4ad1b19b17_43) | | | [26](#iefde1e5b5630485fa938bd4ad1b19b17_43) | | |

| [Overview](#iefde1e5b5630485fa938bd4ad1b19b17_55) | | | [28](#iefde1e5b5630485fa938bd4ad1b19b17_55) | | |

| [Contingencies](#iefde1e5b5630485fa938bd4ad1b19b17_76) | | | [43](#iefde1e5b5630485fa938bd4ad1b19b17_76) | | |

| [Note](#iefde1e5b5630485fa938bd4ad1b19b17_1757) [3](#iefde1e5b5630485fa938bd4ad1b19b17_1757)[. Pr](#iefde1e5b5630485fa938bd4ad1b19b17_1757)[eviously Announced](#iefde1e5b5630485fa938bd4ad1b19b17_1757) [](#iefde1e5b5630485fa938bd4ad1b19b17_1757)[Separation](#iefde1e5b5630485fa938bd4ad1b19b17_1757) [Transaction](#iefde1e5b5630485fa938bd4ad1b19b17_1757) | | | [62](#iefde1e5b5630485fa938bd4ad1b19b17_1757) | | |

| [Note 1](#iefde1e5b5630485fa938bd4ad1b19b17_157)[8](#iefde1e5b5630485fa938bd4ad1b19b17_157)[. Leases](#iefde1e5b5630485fa938bd4ad1b19b17_157) | | | [102](#iefde1e5b5630485fa938bd4ad1b19b17_157) | | |

| [PART IV](#iefde1e5b5630485fa938bd4ad1b19b17_202) | | | [114](#iefde1e5b5630485fa938bd4ad1b19b17_202) | | |

| [Signatures](#iefde1e5b5630485fa938bd4ad1b19b17_211) | | | [120](#iefde1e5b5630485fa938bd4ad1b19b17_211) | | |

| [PART I](#i561a2db4128e45bf8cf130054af8f347_13) | | | [1](#i561a2db4128e45bf8cf130054af8f347_13) | | |

| [PART II](#i561a2db4128e45bf8cf130054af8f347_43) | | | [23](#i561a2db4128e45bf8cf130054af8f347_43) | | |

| [Overview](#i561a2db4128e45bf8cf130054af8f347_55) | | | [26](#i561a2db4128e45bf8cf130054af8f347_55) | | |

| [Contingencies](#i561a2db4128e45bf8cf130054af8f347_76) | | | [44](#i561a2db4128e45bf8cf130054af8f347_76) | | |

| [Note 17. Leases](#i561a2db4128e45bf8cf130054af8f347_157) | | | [107](#i561a2db4128e45bf8cf130054af8f347_157) | | |

| [PART IV](#i561a2db4128e45bf8cf130054af8f347_202) | | | [119](#i561a2db4128e45bf8cf130054af8f347_202) | | |

| [Signatures](#i561a2db4128e45bf8cf130054af8f347_211) | | | [125](#i561a2db4128e45bf8cf130054af8f347_211) | | |

Cybersecurity Risk [removed: Management, Strategy, Governance,] [added: Management] and [removed: Incident Disclosure][added: Strategy]

[removed: The Company assesses, identifies,] [added: We assess, identify,] and [removed: manages] [added: manage] cybersecurity risk using a data-driven risk management program intended to [removed: reduce risks to the following impact classes: the] [added: maintain our] Company’s obligations to prevent harm to parties, including employees, customers, and stockholders; [removed: and the] [added: as well as reduce cybersecurity risks associated with our] Company’s [added: pursuit of] business objectives*.*

We undertake scheduled and targeted cybersecurity risk assessments to identify and prioritize risks [removed: to our three impact classes] so that foreseeably harmed parties (which include our employees, contractors, partners, customers, stockholders, consumers, and suppliers) are explicitly included in our risk analysis and risk management priorities.

[added: We engage third-party service] providers (including contractors and vendors) as part of our normal business operations, including collaborating with third-party experts to assist with evaluating, identifying, and managing our cybersecurity risks.

- [removed: Ongoing audits of third-party service providers, including penetration] [added: Penetration] testing [added: of the Kraft Heinz environment,] and [removed: reviews] [added: annual review] of program maturity based on [removed: the] National Institute of Standards and Technology [removed: (“NIST”) cybersecurity framework;][added: (“NIST”);]

Our CISO works closely with our Chief Global Ethics and Compliance Officer and Global General Counsel and Corporate Affairs Officer to oversee compliance with legal, regulatory, [added: and contractual security requirements.]

Additionally, the information security team works in partnership with the Company’s internal audit [removed: team] [added: and internal controls teams] to review information technology-related internal controls as part of our overall internal [added: audit and] controls [removed: process.][added: processes.]

Cybersecurity Governance

Additionally, the Board receives updates from our Global Chief Information Officer and CISO at least annually on information security, cybersecurity, and privacy matters.

Cybersecurity Incident Disclosure

We engage third-party service

and contractual security requirements.

As of December [removed: 28, 2024,] [added: 27, 2025,] we operated [removed: 70] [added: 69] manufacturing and processing facilities.

We own [removed: 66] [added: 65] and lease four of these facilities.

Our manufacturing and processing facilities count by segment as of December [removed: 28, 2024] [added: 27, 2025] was:

| Emerging Markets(a) | | | [removed: 17] [added: 16] | | | | | | 2 | | |

In [removed: 2024,] [added: 2025,] as part of our planned restructuring [removed: and divestiture] activities, we sold a manufacturing facility in [removed: Papua New Guinea and a manufacturing facility in Indonesia] [added: China] within our Asia Emerging Markets operating [removed: segment and two manufacturing facilities in Russia within our West and East Emerging Markets operating] segment.

See Note [removed: 5,] [added: 6,] *Restructuring Activities*, [removed: and Note 4, *Acquisitions and Divestitures*,] in Item 8, *Financial Statements and Supplementary Data*, for additional [removed: information.][added: information on our exit and disposal costs.]

Our common stock is listed on The Nasdaq Stock Market LLC (Nasdaq) under the ticker symbol “KHC.” At February [removed: 8, 2025,] [added: 7, 2026,] there were approximately [removed: 34,653] [added: 32,000] holders of record of our common stock.

Companies included in the S&P Consumer Staples Food and Soft Drink Products index change periodically and are presented on the basis of the index as it is comprised on December [removed: 28, 2024.][added: 27, 2025.]

This graph covers the five-year period from December [removed: 27, 2019] [added: 24, 2020] (the last trading day of our fiscal year [removed: 2019)] [added: 2020)] through December [removed: 27, 2024] [added: 26, 2025] (the last trading day of our fiscal year [removed: 2024).][added: 2025).]

The graph shows total shareholder return assuming $100 was invested on December [removed: 27, 2019] [added: 24, 2020] and the dividends were reinvested on a daily basis.

[removed: ][added: ]

| December [removed: 27, 2019] [added: 24, 2020] | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Issuer Purchases of Equity Securities During the Three Months Ended December [removed: 28, 2024][added: 27, 2025]

Our share repurchase activity in the three months ended December [removed: 28, 2024] [added: 27, 2025] was:

(a) Includes [removed: (1)] shares [removed: purchased pursuant to the share repurchase program described in (b) below, (2) shares] withheld for tax liabilities associated with the vesting of RSUs.

| December 23, 2021 | | | 105.08 | | | | | | 129.44 | | | | | | 113.81 | | |

| December 30, 2022 | | | 126.55 | | | | | | 106.92 | | | | | | 125.59 | | |

| December 29, 2023 | | | 120.16 | | | | | | 135.03 | | | | | | 119.76 | | |

| December 27, 2024 | | | 104.46 | | | | | | 171.35 | | | | | | 117.44 | | |

| December 26, 2025 | | | 86.97 | | | | | | 201.42 | | | | | | 121.63 | | |

| 9/28/2025 — 11/01/2025 | | | | | | 4,121 | | | | | | $ | 25.61 | | | | | — | | | | | | $ | 1,502 | |

| 11/02/2025 — 11/29/2025 | | | | | | 8,483 | | | | | | 25.65 | | | | | | — | | | | | | 1,502 | | |

| 11/30/2025 — 12/27/2025 | | | | | | 148 | | | | | | 24.56 | | | | | | — | | | | | | 1,502 | | |

| Total | | | | | | 12,752 | | | | | | | | | | | | — | | | | | | | | |

| December 24, 2020 | | | 117.05 | | | | | | 116.40 | | | | | | 105.53 | | |

| December 23, 2021 | | | 123.00 | | | | | | 150.67 | | | | | | 119.88 | | |

| December 30, 2022 | | | 148.13 | | | | | | 124.45 | | | | | | 132.48 | | |

| December 29, 2023 | | | 140.65 | | | | | | 157.17 | | | | | | 126.06 | | |

| December 27, 2024 | | | 122.27 | | | | | | 199.45 | | | | | | 125.01 | | |

| 9/29/2024 — 11/02/2024 | | | | | | 185,482 | | | | | | $ | 33.57 | | | | | 180,000 | | | | | | $ | 2,345 | |

| 11/03/2024 — 11/30/2024 | | | | | | 13,087,165 | | | | | | 31.43 | | | | | | 13,083,641 | | | | | | 1,933 | | |

| 12/01/2024 — 12/28/2024 | | | | | | 1,023,906 | | | | | | 31.57 | | | | | | 1,023,713 | | | | | | 1,901 | | |

| Total | | | | | | 14,296,553 | | | | | | | | | | | | 14,287,354 | | | | | | | | |

We have audited the accompanying consolidated balance sheets of The Kraft Heinz Company and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December [removed: 28, 2024,] [added: 27, 2025,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 28, 2024] [added: 27, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

*Interim [added: (Q2)] and Annual Goodwill Impairment Assessments for Certain Reporting Units*

As described in Notes 2 and [removed: 8] [added: 9] to the consolidated financial statements, the Company’s goodwill balance was [removed: $28.7] [added: $22.2] billion as of December [removed: 28, 2024,] [added: 27, 2025,] a significant portion of which related to certain reporting units, [removed: Taste Elevation, Ready Meals, and Snacking (TMS), Away from Home & Kraft Heinz Ingredients (AFH), Meat] [added: Elevation; Hydration, Desserts,] & [removed: Cheese (MC), Canada and North America Coffee (CNAC), and Continental] [added: Meals (HDM); Western] Europe [removed: (CE).][added: (WE); and Meat, Cheese, Coffee, & Snacks (MCCS).]

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessments [added: in the second quarter of 2025] (for TMS, AFH, [added: WE, MC,] and [removed: MC)] [added: CNAC)] and [added: the] annual goodwill impairment assessments (for [removed: TMS, AFH, MC, CNAC,] [added: Elevation, HDM, WE,] and [removed: CE)] [added: MCCS)] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to net sales, cost of products sold, SG&A, [added: income tax rate,] discount rate, long-term growth rate, and royalty rate, as applicable to the reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the TMS, AFH, [added: WE,] MC, [removed: CNAC,] and [removed: CE] [added: CNAC] reporting [removed: units.][added: units on an interim basis and Elevation, HDM, WE, and MCCS on an annual basis.]

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of underlying data used in the method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to net sales, cost of products sold, SG&A, [added: income tax rate,] discount rate, long-term growth rate, and royalty rate, as applicable to the reporting unit.

Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, [added: income tax rates,] royalty rates, discount rates, and long-term growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

[removed: *Annual] [added: *Interim (Q2) and Annual] Impairment Assessments for Certain Indefinite-Lived Intangible Assets– Individual Brands*

As described in Notes 2 and [removed: 8] [added: 9] to the consolidated financial statements, the Company’s indefinite-lived intangible assets balance, which consists primarily of individual brands, was [removed: $36.5] [added: $34.2] billion as of December [removed: 28, 2024,] [added: 27, 2025,] a portion of which related to certain brands, [removed: *Kraft*, *Velveeta*, *Oscar Mayer*,] [added: *Kraft, Velveeta, Oscar Mayer, Lunchables,] and [removed: *Lunchables*.][added: Capri Sun*.]

As a result of [removed: its annual] [added: the interim] impairment [removed: test,] [added: test performed in the second quarter of 2025,] management recognized non-cash indefinite-lived intangible asset impairment losses [removed: of $0.6 billion for the year ended December 28, 2024.]

[added: Using the excess earnings method, management’s cash flow projections included significant] assumptions relating to net sales, cost of products sold, SG&A, contributory asset charges, income tax considerations, long-term growth rates, discount rates, and other market factors.

The principal considerations for our determination that performing procedures relating to the [added: interim goodwill impairment assessments in the second quarter of 2025 (for *Kraft, Velveeta, Oscar Mayer*, and *Lunchables*) and the] annual indefinite-lived intangible impairment assessments (for [removed: *Kraft*, *Velveeta*, *Oscar Mayer*,] [added: *Kraft, Velveeta, Oscar Mayer, Lunchables,] and [removed: *Lunchables*)] [added: Capri Sun*)] is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the brands; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) net sales, cost of products sold, SG&A, [added: discount rates,] and long-term growth rates, as applicable to the brand, for the excess earnings method and (b) net [removed: sales] [added: sales, discount rates,] and royalty rates, as applicable to the brand, for the relief from royalty method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible assets impairment [removed: assessment,] [added: assessments,] including controls over the valuation of the [removed: *Kraft*, *Velveeta*, *Oscar Mayer*,] [added: *Kraft, Velveeta, Oscar Mayer,*] and *Lunchables* [removed: brands.][added: brands on an interim basis and *Kraft, Velveeta, Oscar Mayer, Lunchables and Capri Sun* brands on an annual basis.]

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the brands; (ii) evaluating the appropriateness of the excess earnings and relief from royalty methods used by management; (iii) testing the completeness and accuracy of underlying data used in the methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) net sales, cost of products sold, SG&A, [added: discount rates,] and long-term growth rates, as applicable to the brand, used for the excess earnings method and (b) net [removed: sales] [added: sales, discount rates,] and royalty rates, as applicable to the brand, used for the relief from royalty method.

Evaluating management’s assumptions related to net sales, cost of products sold, SG&A, [added: discount rates,] and long-term growth rates for the excess earnings method and net [removed: sales] [added: sales, discount rates,] and royalty rates for the relief from royalty method involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the brand; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s excess earnings and relief from royalty methods and (ii) the reasonableness of the [added: discount rate and] long-term growth rate [removed: assumption] [added: assumptions] for the excess earnings method and the reasonableness of the [added: discount rate and] royalty [removed: rates assumption] [added: rate assumptions] for the relief from royalty method.

As [removed: described in Note 9 to] [added: part of our planning for] the [removed: consolidated financial statements,] [added: changes in] the [removed: Company] [added: international tax environment, as well as to achieve greater operational synergies, we have] enacted changes to [removed: its] [added: our] corporate entity [removed: structure,] [added: structure] which included a transfer [removed: of] [added: of,] and [removed: will result] [added: resulted] in the movement [removed: of] [added: of,] certain business operations to a wholly-owned subsidiary in the [removed: Netherlands,] [added: Netherlands] resulting in a tax benefit of [removed: $3] [added: $3.0] billion recorded as a non-U.S. deferred tax asset in December 2024.

| | | | December [removed: 28, 2024] [added: 27, 2025] | | | | | | December [removed: 30, 2023] [added: 28, 2024] | | | | | | December [removed: 31, 2022] [added: 30, 2023] | | |

| Net sales | | | $ | [removed: 25,846] [added: 24,942] | | | | | $ | [removed: 26,640] [added: 25,846] | | | | | $ | [removed: 26,485] [added: 26,640] | |

| Cost of products sold | | | [removed: 16,878] [added: 16,633] | | | | | | [removed: 17,714] [added: 16,878] | | | | | | [removed: 18,363] [added: 17,714] | | |

| Gross profit | | | [removed: 8,968] [added: 8,309] | | | | | | [removed: 8,926] [added: 8,968] | | | | | | [removed: 8,122] [added: 8,926] | | |

| Selling, general and administrative expenses, excluding impairment losses | | | [removed: 3,616] [added: 3,672] | | | | | | [removed: 3,692] [added: 3,616] | | | | | | [removed: 3,575] [added: 3,692] | | |

| Goodwill impairment losses | | | [removed: 1,638] [added: 6,734] | | | | | | [removed: 510] [added: 1,638] | | | | | | [removed: 444] [added: 510] | | |

| Intangible asset impairment losses | | | [removed: 2,031] [added: 2,572] | | | | | | [removed: 152] [added: 2,031] | | | | | | [removed: 469] [added: 152] | | |

| Selling, general and administrative expenses | | | [removed: 7,285] [added: 12,978] | | | | | | [removed: 4,354] [added: 7,285] | | | | | | [removed: 4,488] [added: 4,354] | | |

| Operating income/(loss) | | | [removed: 1,683] [added: (4,669)] | | | | | | [removed: 4,572] [added: 1,683] | | | | | | [removed: 3,634] [added: 4,572] | | |

| Interest expense | | | [removed: 912] [added: 947] | | | | | | 912 | | | | | | [removed: 921] [added: 912] | | |

| Other expense/(income) | | | [removed: (85)] [added: (171)] | | | | | | [removed: 27] [added: (85)] | | | | | | [removed: (253)] [added: 27] | | |

| Income/(loss) before income taxes | | | [removed: 856] [added: (5,445)] | | | | | | [removed: 3,633] [added: 856] | | | | | | [removed: 2,966] [added: 3,633] | | |

| Provision for/(benefit from) income taxes | | | [removed: (1,890)] [added: 403] | | | | | | [removed: 787] [added: (1,890)] | | | | | | [removed: 598] [added: 787] | | |

| Net income/(loss) | | | [removed: 2,746] [added: (5,848)] | | | | | | [removed: 2,846] [added: 2,746] | | | | | | [removed: 2,368] [added: 2,846] | | |

| Net income/(loss) attributable to noncontrolling interest | | | [removed: 2] [added: (2)] | | | | | | [removed: (9)] [added: 2] | | | | | | [removed: 5] [added: (9)] | | |

| Net income/(loss) attributable to common shareholders | | | $ | [removed: 2,744] [added: (5,846)] | | | | | $ | [removed: 2,855] [added: 2,744] | | | | | $ | [removed: 2,363] [added: 2,855] | |

| Basic earnings/(loss) | | | $ | [removed: 2.27] [added: (4.93)] | | | | | $ | [removed: 2.33] [added: 2.27] | | | | | $ | [removed: 1.93] [added: 2.33] | |

| Diluted earnings/(loss) | | | [removed: 2.26] [added: (4.93)] | | | | | | [removed: 2.31] [added: 2.26] | | | | | | [removed: 1.91] [added: 2.31] | | |

| Net income/(loss) | | | $ | [removed: 2,746] [added: (5,848)] | | | | | $ | [removed: 2,846] [added: 2,746] | | | | | $ | [removed: 2,368] [added: 2,846] | |

| Foreign currency translation adjustments | | | [removed: (513)] [added: 987] | | | | | | [removed: 309] [added: (513)] | | | | | | [removed: (914)] [added: 309] | | |

As a result of the interim impairment test performed in the second quarter of 2025, management recognized non-cash goodwill impairment losses of $6.7 billion all of which related to the Taste Elevation, Ready Meals, and Snacking (TMS); Meat & Cheese (MC); Western Europe (WE); Canada and North America Coffee (CNAC); and Away from Home & Kraft Heinz Ingredients (AFH) reporting units.

of $2.6 billion, a significant portion of which related to the *Kraft*, *Velveeta* and *Lunchables* brands.

| | | | December 27, 2025 | | | | | | December 28, 2024 | | |

| Marketable securities | | | 1,060 | | | | | | — | | |

| Assets held for sale | | | 152 | | | | | | — | | |

| Liabilities held for sale | | | 8 | | | | | | — | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (402) | | | | | | — | | | | | | (402) | | |

| Balance at December 27, 2025 | | | $ | 12 | | | | | $ | 51,287 | | | | | $ | (4,629) | | | | | $ | (2,370) | | | | | $ | (2,636) | | | | | $ | 113 | | | | | $ | 41,777 | |

| Net income/(loss) | | | $ | (5,848) | | | | | $ | 2,746 | | | | | $ | 2,846 | |

| Purchases of marketable securities | | | (1,724) | | | | | | — | | | | | | — | | |

| Proceeds from sale of marketable securities | | | 686 | | | | | | — | | | | | | — | | |

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”).

At December 27, 2025, we classified certain assets and liabilities as held for sale in our consolidated balance sheet, primarily relating to the divestiture of our infant and specialty food business in Italy in our International Developed Markets segment.

See Note 12, *Postemployment Benefits*, for additional information.

*Derivatives and hedging instruments:*

The income

*Available-for-sale securities:*

We invest in certain marketable fixed-income debt securities that are classified as available-for-sale.

Our available-for-sale securities are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk.

Highly liquid investments with maturities of 90 days or less are included in cash and cash equivalents on our consolidated balance sheets.

Investments with maturities of greater than 90 days but less than 12 months are presented as marketable securities on our consolidated balance sheets.

We did not hold any investments with maturities exceeding 12 months.

Unrealized holding gains/(losses) are deferred into accumulated other comprehensive income/(losses) until the security is settled or sold.

We regularly evaluate our available-for-sale debt securities for expected credit and non-credit related losses.

In making these assessments, we evaluate, among other things, the financial condition and credit quality of the issuer, as well as our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

Credit-related losses are recognized through other expense/(income) in the period incurred, and non-credit related losses are deferred into accumulated other comprehensive income/(losses) until the related securities are sold.

We apply highly inflationary accounting to the results of our subsidiaries in Turkey and Venezuela in all years presented, and Egypt in 2025 and 2024.

Previously Announced Separation Transaction

On September 2, 2025, we announced a plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off (the “Separation”).

On February 11, 2026, we announced that the Kraft Heinz Board of Directors (the “Board”) has decided to pause work related to the Separation.

If completed, the Separation would result in two companies, whose names would be determined at a later date, one of which would focus on Taste Elevation and shelf-stable meals, and the other of which would focus on certain North American staples.

If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission.

The timing of the Separation and whether it will be completed is uncertain and we cannot assure that the Separation will be completed on the anticipated timeline or at all or that the terms of the Separation will not change.

We incurred $60 million of separation costs for the year ended December 27, 2025, primarily related to consulting, advisory and employee-related costs.

These costs were recognized in SG&A on our consolidated statements of income.

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

In September 2025, the FASB issued ASU 2025-06 to provide clarification and improvements to the accounting for internal-use software costs under ASC 350-40, *Intangibles – Goodwill and Other – Internal-Use Software*.

The guidance includes amendments related to capitalization of implementation costs, subsequent measurement, and related presentation and disclosure requirements.

We are currently evaluating the impact this ASU will have on our financial statements and related disclosures.

Italy Infant Transaction:

Management recognized non-cash goodwill impairment losses of $1.6 billion for the year ended December 28, 2024, a significant portion of which related to the AFH, MC, and CE reporting units.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Using the excess earnings method, management’s cash flow projections included significant

*Valuation of Non-US Deferred Tax Asset Related to the Change in Entity Structure*

The deferred tax asset was recognized as a result of the book and tax basis difference on the business transferred, with the tax basis determined by reference to the fair value of the business.

As disclosed by management, management used the discounted cash flow method to estimate the fair value of the business and made significant assumptions related to net sales, discount rate, long-term growth rate, income tax rates, and other market factors.

The recognition of the future tax benefits associated with the transaction are dependent upon the acceptance of the business valuation and tax step-up by the associated taxing authorities.

The principal considerations for our determination that performing procedures relating to the valuation of the non-US deferred tax asset related to the change in entity structure is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the business and related value of the deferred tax asset; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the recognition of future tax benefits and management’s significant assumptions related to net sales, discount rate, long-term growth rate, and income tax rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s assessment of the valuation of the non-US deferred tax asset related to the change in entity structure, including controls over the valuation of the business transferred.

These procedures also included, among others (i) evaluating the positive and negative evidence available to assess management’s assessment of the realizability of the deferred tax asset related to the change in entity structure; (ii) testing management’s process for developing the fair value estimate of the business, (iii) evaluating the appropriateness of the discounted cash flow method; (iv) testing the completeness and accuracy of underlying data used in the method; and (v) evaluating the reasonableness of the significant assumptions used by management related to net sales, discount rate, long term growth rate, and income tax rates.

Evaluating management’s significant assumptions related to net sales, discount rate, and long-term growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the transferred business; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s

discounted cash flow method; (ii) the reasonableness of the discount rate, income tax rates, and long-term growth rate assumptions; and (iii) the recognition of future tax benefits associated with this transaction.

February 13, 2025

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 25, 2021 | | | $ | 12 | | | | | $ | 53,379 | | | | | $ | (1,682) | | | | | $ | (1,824) | | | | | $ | (587) | | | | | $ | 150 | | | | | $ | 49,448 | |

| Loss/(gain) on extinguishment of debt | | | — | | | | | | — | | | | | | (38) | | |

| Payments to acquire business, net of cash acquired | | | — | | | | | | — | | | | | | (481) | | |

| Settlement of net investment hedges | | | 75 | | | | | | 31 | | | | | | 208 | | |

| Debt prepayment and extinguishment benefit/(costs) | | | — | | | | | | — | | | | | | 10 | | |

| Income taxes, net of refunds | | | 967 | | | | | | 932 | | | | | | 1,260 | | |

In the first quarter of 2024, we divided our International segment into three operating segments — Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”) — to enable enhanced focus on the different strategies required for each of these regions as part of our long-term strategic plan.

Subsequently, we manage our operating results through four operating segments.

At December 30, 2023, we classified certain assets as held for sale recorded in other current assets in our consolidated balance sheet, primarily relating to land use rights across the globe.

In 2023 and 2022, we applied highly inflationary accounting to the results of our subsidiaries in Turkey, Venezuela, and Argentina which resulted in nonmonetary currency devaluation losses in other expense/(income) of $28 million as of December 30, 2023, and $17 million as of December 31, 2022.

Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures:

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07 to improve segment disclosure requirements under Accounting Standards Codification (“ASC”) 280, *Segment Reporting,* through enhancing disclosures about significant segment expenses.

The guidance requires entities to provide significant segment expenses that are regularly provided to the chief operating decision maker and other segment expenses included in each reported measure of segment profitability.

This ASU also enhances interim segment reporting requirements by aligning interim disclosures with information that must be disclosed annually in accordance with ASC 280.

The disclosures were applied retrospectively and impacted all prior periods presented.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

While the standard will require additional disclosures related to the Company’s income taxes, we do not expect this ASU to have an impact on our financial statements.

Acquisitions

Hemmer Acquisition:

On March 31, 2022 (the “Hemmer Acquisition Date”), we acquired a majority of the outstanding equity interests of Companhia Hemmer Indústria e Comércio (“Hemmer”), a Brazilian food and beverage manufacturing company focused on the condiments and sauces category, from certain third-party shareholders (the “Hemmer Acquisition”).

The Hemmer Acquisition was accounted for under the acquisition method of accounting for business combinations.

Total cash consideration related to the Hemmer Acquisition was approximately 1.3 billion Brazilian reais (approximately $279 million at the Hemmer Acquisition Date).

A noncontrolling interest was recognized at fair value, which was determined to be the noncontrolling interest’s proportionate share of the acquiree’s identifiable net assets, as of the Hemmer Acquisition Date.

As of the Hemmer Acquisition Date, we acquired 94% of the outstanding shares of Hemmer.

In the third quarter of 2022, we completed the redemption of the remaining outstanding shares and own 100% of the controlling interest in Hemmer.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December [removed: 28, 2024.][added: 27, 2025.]

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of December [removed: 28, 2024,] [added: 27, 2025,] were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer, with other members of management, evaluated the changes in our internal control over financial reporting during the quarter ended December [removed: 28, 2024.][added: 27, 2025.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December [removed: 28, 2024] [added: 27, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We [removed: are evaluating] [added: will continue to evaluate] the design and operating effectiveness of internal controls as they relate to [removed: the] [added: any] system upgrades, and we will implement [removed: any] [added: the] required control changes prior to relevant go-live dates associated with the system implementations.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December [removed: 28, 2024] [added: 27, 2025] based on the framework described in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, our management concluded that we maintained effective internal control over financial reporting as of December [removed: 28, 2024.][added: 27, 2025.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, has also audited the effectiveness of our internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] as stated in their report which appears herein under Item 8, *Financial Statements and Supplementary Data*.

In 2024, we initiated a multi-year project to migrate certain of our financial processing systems.

The project included the migration to a new enterprise resource planning (ERP) solution that we expected to implement in phases throughout our businesses over a several year period.

During 2025, we completed the implementation of our new ERP solution in certain countries in Emerging Markets as part of the first phase of our ERP transition, which did not result in significant changes in our internal control over financial reporting.

In light of the previously announced Separation, we are currently evaluating the existing project plan in order to accommodate the intent to separate the Company into two independent, publicly traded companies through a tax-free spin-off.

During 2024, we started a multi-year migration of certain of our financial processing systems, including the implementation of a new enterprise resource planning (ERP) solution which will replace our existing ERPs.

The implementation is expected to occur in phases throughout our businesses over the next several years, and we anticipate the first phase to be completed in the first half of 2025.

Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, *Business*, of this report and under the headings *Our Board, Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports*, *Governance—Other Governance Policies and Practices*, *Governance—Committees of the Board*, and *Other Information—Stockholder Proposals* in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on May [removed: 8, 2025 (“2025] [added: 14, 2026 (“2026] Proxy Statement”).

Information required by this Item 11 is included under the headings *Governance—Committees of the Board*, *Director Compensation*, and *Executive Compensation—Compensation Discussion and Analysis*, *Executive Compensation—Executive Compensation Tables*, and *Executive Compensation—Pay Ratio Disclosure* in our [removed: 2025] [added: 2026] Proxy Statement.

The number of shares to be issued upon exercise or vesting of awards issued under, and the number of shares remaining available for future issuance under our equity compensation plans at December [removed: 28, 2024] [added: 27, 2025] were:

Information related to the security ownership of certain beneficial owners and management is included under the heading *Beneficial Ownership of Kraft Heinz Stock* in our [removed: 2025] [added: 2026] Proxy Statement.

| Equity compensation plans approved by security holders | | | 17,592,364 | | | | | | $ | 42.37 | | | | | 9,884,656 | | |

| Total | | | 17,592,364 | | | | | | | | | | | | 9,884,656 | | |

| Equity compensation plans approved by security holders | | | 18,815,858 | | | | | | $ | 46.44 | | | | | 13,209,051 | | |

| Total | | | 18,815,858 | | | | | | | | | | | | 13,209,051 | | |

Information required by this Item 13 is included under the headings *Our Board* and *Governance—Other Governance Policies and Practices* in our [removed: 2025] [added: 2026] Proxy Statement.

Information required by this Item 14 is included under the headings *Audit Matters—Independent Auditors’ Fees and Services* and *Audit Matters—Pre-Approval Policy* in our [removed: 2025] [added: 2026] Proxy Statement.

| [Report of Independent Registered Public Accounting [removed: Firm](#i561a2db4128e45bf8cf130054af8f347_88)] [added: Firm](#iefde1e5b5630485fa938bd4ad1b19b17_88)] (PCAOB ID 238) | | | [removed: [51](#i561a2db4128e45bf8cf130054af8f347_88)] [added: [48](#iefde1e5b5630485fa938bd4ad1b19b17_88)] | | |

| [Consolidated Statements of Income for the Years [removed: Ended December](#i561a2db4128e45bf8cf130054af8f347_91) [28](#i561a2db4128e45bf8cf130054af8f347_91)[, 202](#i561a2db4128e45bf8cf130054af8f347_91)[4](#i561a2db4128e45bf8cf130054af8f347_91)[, December 3](#i561a2db4128e45bf8cf130054af8f347_91)[0](#i561a2db4128e45bf8cf130054af8f347_91)[, 202](#i561a2db4128e45bf8cf130054af8f347_91)[3](#i561a2db4128e45bf8cf130054af8f347_91)[, and](#i561a2db4128e45bf8cf130054af8f347_91)] [added: Ended](#iefde1e5b5630485fa938bd4ad1b19b17_91)] [December [removed: 31, 2022](#i561a2db4128e45bf8cf130054af8f347_91)] [added: 27, 2025,](#iefde1e5b5630485fa938bd4ad1b19b17_91) [December 28, 2024,](#iefde1e5b5630485fa938bd4ad1b19b17_91) [and](#iefde1e5b5630485fa938bd4ad1b19b17_91) [December 30, 2023](#iefde1e5b5630485fa938bd4ad1b19b17_91)] | | | [removed: [55](#i561a2db4128e45bf8cf130054af8f347_91)] [added: [51](#iefde1e5b5630485fa938bd4ad1b19b17_91)] | | |

| [Consolidated Statements of Comprehensive Income for the Years [removed: Ended December](#i561a2db4128e45bf8cf130054af8f347_94) [28](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[4](#i561a2db4128e45bf8cf130054af8f347_94)[, December 3](#i561a2db4128e45bf8cf130054af8f347_94)[0](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[3](#i561a2db4128e45bf8cf130054af8f347_94)[, and December](#i561a2db4128e45bf8cf130054af8f347_94) [3](#i561a2db4128e45bf8cf130054af8f347_94)[1](#i561a2db4128e45bf8cf130054af8f347_94)[, 202](#i561a2db4128e45bf8cf130054af8f347_94)[2](#i561a2db4128e45bf8cf130054af8f347_94)] [added: Ended](#iefde1e5b5630485fa938bd4ad1b19b17_94) [December 27, 2025,](#iefde1e5b5630485fa938bd4ad1b19b17_94) [December 28, 2024,](#iefde1e5b5630485fa938bd4ad1b19b17_94) [and](#iefde1e5b5630485fa938bd4ad1b19b17_94) [December 30, 2023](#iefde1e5b5630485fa938bd4ad1b19b17_94)] | | | [removed: [56](#i561a2db4128e45bf8cf130054af8f347_94)] [added: [52](#iefde1e5b5630485fa938bd4ad1b19b17_94)] | | |

| [Consolidated Balance Sheets [removed: at December](#i561a2db4128e45bf8cf130054af8f347_97) [28](#i561a2db4128e45bf8cf130054af8f347_97)[, 202](#i561a2db4128e45bf8cf130054af8f347_97)[4](#i561a2db4128e45bf8cf130054af8f347_97) [and December 3](#i561a2db4128e45bf8cf130054af8f347_97)[0](#i561a2db4128e45bf8cf130054af8f347_97)[, 202](#i561a2db4128e45bf8cf130054af8f347_97)[3](#i561a2db4128e45bf8cf130054af8f347_97)] [added: at](#iefde1e5b5630485fa938bd4ad1b19b17_97) [December 27, 2025 and](#iefde1e5b5630485fa938bd4ad1b19b17_97) [December 28, 2024](#iefde1e5b5630485fa938bd4ad1b19b17_97)] | | | [removed: [57](#i561a2db4128e45bf8cf130054af8f347_97)] [added: [53](#iefde1e5b5630485fa938bd4ad1b19b17_97)] | | |

| [Consolidated Statements of Equity for the Years [removed: Ended December](#i561a2db4128e45bf8cf130054af8f347_100) [28](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[4](#i561a2db4128e45bf8cf130054af8f347_100)[, December 3](#i561a2db4128e45bf8cf130054af8f347_100)[0](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[3](#i561a2db4128e45bf8cf130054af8f347_100)[, and December](#i561a2db4128e45bf8cf130054af8f347_100) [31](#i561a2db4128e45bf8cf130054af8f347_100)[, 202](#i561a2db4128e45bf8cf130054af8f347_100)[2](#i561a2db4128e45bf8cf130054af8f347_100)] [added: Ended](#iefde1e5b5630485fa938bd4ad1b19b17_100) [December 27, 2025,](#iefde1e5b5630485fa938bd4ad1b19b17_100) [December 28, 2024,](#iefde1e5b5630485fa938bd4ad1b19b17_100) [and](#iefde1e5b5630485fa938bd4ad1b19b17_100) [December 30, 2023](#iefde1e5b5630485fa938bd4ad1b19b17_100)] | | | [removed: [58](#i561a2db4128e45bf8cf130054af8f347_100)] [added: [54](#iefde1e5b5630485fa938bd4ad1b19b17_100)] | | |

| [Consolidated Statements of Cash Flows for the Years [removed: Ended December] [added: Ended](#iefde1e5b5630485fa938bd4ad1b19b17_103) [December 27, 2025,](#iefde1e5b5630485fa938bd4ad1b19b17_103) [December] 28, [removed: 2024, December] [added: 2024,](#iefde1e5b5630485fa938bd4ad1b19b17_103) [and](#iefde1e5b5630485fa938bd4ad1b19b17_103) [December] 30, [removed: 2023, and December 31, 2022](#i561a2db4128e45bf8cf130054af8f347_103)] [added: 2023](#iefde1e5b5630485fa938bd4ad1b19b17_103)] | | | [removed: [59](#i561a2db4128e45bf8cf130054af8f347_103)] [added: [55](#iefde1e5b5630485fa938bd4ad1b19b17_103)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i561a2db4128e45bf8cf130054af8f347_106)] [added: Statements](#iefde1e5b5630485fa938bd4ad1b19b17_106)] | | | [removed: [60](#i561a2db4128e45bf8cf130054af8f347_106)] [added: [56](#iefde1e5b5630485fa938bd4ad1b19b17_106)] | | |

| [Financial Statement Schedule - Valuation and Qualifying Accounts for the Years [removed: Ended December](#i561a2db4128e45bf8cf130054af8f347_214) [28](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[4](#i561a2db4128e45bf8cf130054af8f347_214)[, December 3](#i561a2db4128e45bf8cf130054af8f347_214)[0](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[3](#i561a2db4128e45bf8cf130054af8f347_214)[, and December](#i561a2db4128e45bf8cf130054af8f347_214) [31](#i561a2db4128e45bf8cf130054af8f347_214)[, 202](#i561a2db4128e45bf8cf130054af8f347_214)[2](#i561a2db4128e45bf8cf130054af8f347_214)] [added: Ended](#iefde1e5b5630485fa938bd4ad1b19b17_214) [December 27, 2025,](#iefde1e5b5630485fa938bd4ad1b19b17_214) [December 28, 2024,](#iefde1e5b5630485fa938bd4ad1b19b17_214) [and](#iefde1e5b5630485fa938bd4ad1b19b17_214) [December 30, 2023](#iefde1e5b5630485fa938bd4ad1b19b17_214)] | | | [removed: S-[1](#i561a2db4128e45bf8cf130054af8f347_214)] [added: S-[1](#iefde1e5b5630485fa938bd4ad1b19b17_214)] | | |

| 4.25 | | | | | | [Description of Kraft Heinz Securities registered under Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a425-descriptionofsecuriti.htm)[.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a425-descriptionofsecuriti.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a425-descriptionofsecuriti.htm)] | | |

| 4.35 | | | | | | [Form of €550,000,000 Senior Notes due 2029 (included as Exhibit A to Exhibit [removed: 4.](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)[34](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)[).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)] [added: 4.34).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312524055957/d794730d8k.htm)] | | |

| [removed: 10.7] [added: 97.1] | | | | | | [The Kraft Heinz [removed: Company Amended & Restated Deferred Compensation Plan for Non-Management Directors](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated] [added: Clawback Policy (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[7](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of] [added: 97.1 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, [removed: 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)] | | |

| 10.10 | | | | | | [The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees, effective January 1, [removed: 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745923000009/exhibit1010q42022.htm)] [added: 2026. +*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/ex10hcamendedrestatedsever.htm)] | | |

| 10.41 | | | | | | [removed: [2024 Form] [added: [2024](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1041q42023formofopt.htm)[/2025](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1041q42023formofopt.htm) [Form] of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award [removed: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated] [added: Agreement (incorporated] by reference to Exhibit [removed: 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[1](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of] [added: 10.41 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, [removed: 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] [added: 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1041q42023formofopt.htm)] | | |

| 10.42 | | | | | | [removed: [2024 Form] [added: [2024](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1042q42023formofpsu.htm)[/2025](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1042q42023formofpsu.htm) [Form] of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award [removed: Notice](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated] [added: Notice (incorporated] by reference to Exhibit [removed: 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[2](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of] [added: 10.42 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, [removed: 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] [added: 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1042q42023formofpsu.htm)] | | |

| 10.43 | | | | | | [removed: [2024 Form] [added: [2024](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1043q42023formofrsu.htm)[/2025](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1043q42023formofrsu.htm) [Form] of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award [removed: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated] [added: Agreement (incorporated] by reference to Exhibit [removed: 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[3](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of] [added: 10.43 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, [removed: 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] [added: 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1043q42023formofrsu.htm)] | | |

| 10.44 | | | | | | [2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award [removed: Agreement](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[(incorporated] [added: Agreement (incorporated] by reference to Exhibit [removed: 10.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm) [of] [added: 10.44 of] the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed on February 15, [removed: 2024).+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1637459/000163745924000018/khc-20231230.htm)] [added: 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1044q42023formofmat.htm)] | | |

| 10.45 | | | | | | [removed: [2024 Form] [added: [2024](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[/2025](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm) [Form] of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm) [](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[(incorporated] [added: Agreement (incorporated] by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, [removed: 202](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[3](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm)[,] [added: 2023,] filed on February 15, 2024).+](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit1045q42023deferreds.htm) | | |

| 19.1 | | | | | | [The Kraft Heinz Insider Trading [removed: Policy.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm) [(incorporated by refe](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)[rence to Exhibit 19.1 of the C](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)[ompany](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)[’](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)[s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed on February 13, 2025)](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)[.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/a191-khcinsidertradingpoli.htm)] | | |

| 21.1 | | | | | | [List of subsidiaries of The Kraft Heinz [removed: Company.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit211q42024.htm)] [added: Company.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit211q42025.htm)] | | |

| 22.1 | | | | | | [List of Guarantor [removed: Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit221q42024.htm)] [added: Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit221q42025.htm)] | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit231q42024.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit231q42025.htm)] | | |

| 24.1 | | | | | | [Power of [removed: Attorney.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit241q42024.htm)] [added: Attorney.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit241q42025.htm)] | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit311q42024.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit311q42025.htm)] | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of [removed: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit312q42024.htm)] [added: 1934.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit312q42025.htm)] | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit321q42024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit321q42025.htm)] | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745925000011/exhibit322q42024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/exhibit322q42025.htm)] | | |

| 101.1 | | | | | | The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December [removed: 28, 2024] [added: 27, 2025] formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) document and entity information.* | | |

| 104.1 | | | | | | The cover page from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December [removed: 28, 2024,] [added: 27, 2025,] formatted in inline XBRL.* | | |

| 4.36 | | | | | | [Twelfth Supplemental Indenture, dated as of February 25, 2025, relating to the $500,000,000 Senior Notes due 2032 and the $500,000,000 Senior Notes due 2035, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htm) [(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on February 25, 2025).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htm) | | |

| 4.37 | | | | | | [Form of $500,000,000 Senior Notes due 2032 (included as Exhibit A-1 to Exhibit 4.](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm)[36](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm). | | |

| 4.38 | | | | | | [Form of $500,000,000 Senior Notes due 2035 (included as Exhibit A-2 to Exhibit 4.](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm)[36](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex41.htm) | | |

| 4.39 | | | | | | [Thirteenth Supplemental Indenture, dated as of February 25, 2025, relating to the €600,000,000 Senior Notes due 2033, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K, filed on February 25, 2025).](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htm) | | |

| 4.40 | | | | | | [Form of €600,000,000 Senior Notes due 2033 (included as Exhibit A to Exhibit 4.](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex44.htm)[39](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex44.htm)[).](http://www.sec.gov/Archives/edgar/data/1637459/000119312525035123/d931951dex44.htm) | | |

| 10.7 | | | | | | [The Kraft Heinz Company Amended & Restated Deferred Compensation Plan for Non-Management Directors](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/ex107thekraftheinzcompanya.htm)[.*](https://www.sec.gov/Archives/edgar/data/1637459/000163745926000009/ex107thekraftheinzcompanya.htm) | | |

| 10.49 | | | | | | [2025 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2025, filed on April 29, 2025).+](http://www.sec.gov/Archives/edgar/data/1637459/000163745925000061/exhibit1012025formofthekra.htm) | | |

| 10.50 | | | | | | [Fourth Amendment, dated July 8, 2025, to the Credit Agreement dated July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 8, 2025).](https://www.sec.gov/Archives/edgar/data/1637459/000119312525156609/d34422dex101.htm) | | |

| 10.51 | | | | | | [Severance Separation Agreement and General Release, by and between the Company and Carlos Abrams-Rivera, dated December 16, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on December 16, 2025).+](https://www.sec.gov/Archives/edgar/data/1637459/000119312525319938/d95367dex101.htm) | | |

| 10.52 | | | | | | [Offer Letter of Employment, by and between the Company and Steve Cahillane, dated December 15, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on December 16, 2025).+](https://www.sec.gov/Archives/edgar/data/1637459/000119312525319938/d95367dex102.htm) | | |

| 97.1 | | | | | | [The Kraft Heinz Clawback Policy](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm) [](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[(incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 202](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[3](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm)[, filed on February 15, 2024).](https://www.sec.gov/Archives/edgar/data/1637459/000163745924000018/exhibit971clawbackpolicy.htm) | | |

| Date: | | | February [removed: 13, 2025] [added: 12, 2026] | | | | | | | | |

| /s/ [removed: Carlos Abrams-Rivera] [added: Steve Cahillane] | | | | | | Chief Executive Officer and Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ Andre Maciel | | | | | | Executive Vice President and Global Chief Financial Officer | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| /s/ [removed: Vince Garlati] [added: Chris Asher] | | | | | | Vice President and Global Controller | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| [removed: Vince Garlati] [added: Chris Asher] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| * | | | | | | Chair of the Board | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| * | | | | | | [removed: Lead] Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

| * | | | | | | Director | | | | | | February [removed: 13, 2025] [added: 12, 2026] | | |

For the Years Ended December [added: 27, 2025, December] 28, 2024, [removed: December 30, 2023,] and December [removed: 31, 2022][added: 30, 2023]

| Year ended December [removed: 31, 2022] [added: 27, 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowances related to trade accounts receivable | | | $ | [removed: 48] [added: 26] | | | | | $ | [removed: (4)] [added: 9] | | | | | $ | — | | | | | $ | [removed: 2] [added: (1)] | | | | | $ | [removed: 46] [added: 34] | |

| Allowances related to deferred taxes | | | [removed: 101] [added: 851] | | | | | | [removed: (5)] [added: 71] | | | | | | [removed: —] [added: 97] | | | | | | [removed: —] [added: (87)] | | | | | | [removed: 96] [added: 932] | | |

(a) Primarily relates to [removed: acquisitions and] currency translation.

| Steve Cahillane | | | | | | (Principal Executive Officer) | | | | | | | | |

| L. Kevin Cox | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| Mary Lou Kelley | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| Tony Palmer | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| | | | | | | | | | | | | | | |

| * | | | | | | Director | | | | | | February 12, 2026 | | |

| | | | February 12, 2026 | | |

| | | | $ | 877 | | | | | $ | 80 | | | | | $ | 97 | | | | | $ | (88) | | | | | $ | 966 | |

| Carlos Abrams-Rivera | | | | | | (Principal Executive Officer) | | | | | | | | |

| * | | | | | | Vice Chair of the Board | | | | | | February 13, 2025 | | |

| Timothy Kenesey | | | | | | | | | | | | | | |

| Alicia Knapp | | | | | | | | | | | | | | |

| | | | February 13, 2025 | | |

| | | | $ | 149 | | | | | $ | (9) | | | | | $ | — | | | | | $ | 2 | | | | | $ | 142 | |