Berkshire-linked holder registers 325M Kraft Heinz (NASDAQ: KHC) shares for resale

Rhea-AI Filing Summary

The Kraft Heinz Company filed a resale prospectus supplement to register the potential resale by Berkshire Hathaway Inc. and an affiliated holder of up to 325,442,152 shares of its common stock. These shares are already outstanding and belong to the selling stockholder, so the company will not issue any new securities under this prospectus.

The company states that the filing itself is not a sale and does not mean the selling stockholder will actually sell any shares. If any shares are sold, all proceeds would go to the selling stockholder, not to Kraft Heinz. The 8‑K also notes that a legal opinion on the validity of the shares from Skadden, Arps, Slate, Meagher & Flom LLP is included as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 20, 2026

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-37482
(Commission File Number) 46-2078182
(IRS Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(412) 456-5700

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	KHC	The Nasdaq Stock Market LLC
3.500% Senior Notes due 2029	KHC29	The Nasdaq Stock Market LLC
3.250% Senior Notes due 2033	KHC33	The Nasdaq Stock Market LLC

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

Emerging growth company ¨

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

Item 8.01 Other Events.

Pursuant to the terms of the Amended and Restated Registration Rights Agreement, dated as of July 2, 2015, by and among The Kraft Heinz Company (the “Company”), 3G Global Food Holdings LP and Berkshire Hathaway Inc. (the “Selling Stockholder”), the Company filed a prospectus supplement on January 20, 2026 (the “Resale Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) solely to register the potential resale by the Selling Stockholder of up to an aggregate of 325,442,152 shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

The filing of the Resale Prospectus Supplement is not itself a sale of securities by the Selling Stockholder and does not necessarily mean that the Selling Stockholder will choose to sell any Shares. If any Shares are sold by the Selling Stockholder, the Company would not receive any proceeds from that sale. No securities will be issued or sold by the Company pursuant to the Resale Prospectus Supplement.

The Resale Prospectus Supplement was filed pursuant to the Company’s automatic “shelf” Registration Statement on Form S-3ASR (File No. 333-284906), previously filed with the SEC on February 13, 2025. The Company is filing this current report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

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

	The Kraft Heinz Company
Date: January 20, 2026	By:	/s/ Angel Willis
		Angel Willis
		Executive Vice President, Global General Counsel and Corporate Affairs Officer

FAQ

What did The Kraft Heinz Company (KHC) disclose in this 8-K?

The company disclosed that it filed a resale prospectus supplement registering the potential resale by a selling stockholder of up to 325,442,152 shares of its common stock, and provided a related legal opinion as an exhibit.

How many Kraft Heinz (KHC) shares are covered by the resale prospectus supplement?

The resale prospectus supplement covers the potential resale of up to 325,442,152 shares of Kraft Heinz common stock held by the selling stockholder.

Will Kraft Heinz receive any proceeds if these registered shares are sold?

No. The filing states that if any registered shares are sold by the selling stockholder, Kraft Heinz would not receive any proceeds from those sales.

Does this filing mean the selling stockholder will sell Kraft Heinz (KHC) shares?

No. Kraft Heinz explains that the filing of the resale prospectus supplement does not necessarily mean the selling stockholder will choose to sell any shares.

Is Kraft Heinz issuing new shares under this resale prospectus supplement?

No. The company states that no securities will be issued or sold by Kraft Heinz under the resale prospectus supplement; the shares are already owned by the selling stockholder.

What legal documents are included with this Kraft Heinz 8-K?

The 8-K includes as exhibits an opinion of Skadden, Arps, Slate, Meagher & Flom LLP on the validity of the shares and the related consent contained within that opinion.