Kraft Heinz (NASDAQ: KHC) plans tax-free split into two companies
Rhea-AI Filing Summary
The Kraft Heinz Company plans to separate into two independent, publicly traded companies through a tax-free spin-off. After the spin-off is completed, current Chief Executive Officer Carlos Abrams-Rivera is expected to become Chief Executive Officer of the spun-off business, referred to as “North American Grocery Co.”
To help prepare for the separation, the Board of Directors appointed its Chair, Miguel Patricio, to serve as Executive Chair. Details of the planned tax-free spin-off and these leadership roles are provided in a press release furnished as Exhibit 99.1 under Regulation FD, which is treated as furnished rather than filed under the Exchange Act.
Positive
- None.
Negative
- None.
Insights
Kraft Heinz plans a tax-free spin-off with key leadership changes.
The Kraft Heinz Company intends to separate into two independent public companies via a tax-free spin-off, creating a new entity called “North American Grocery Co.” The current Chief Executive Officer, Carlos Abrams-Rivera, is expected to lead this new company after the separation, signaling a clear management assignment for the spin-off business.
The Board also named its Chair, Miguel Patricio, as Executive Chair in connection with preparing for the separation. This role concentrates board-level leadership during a complex restructuring, which may help coordination but also represents a notable governance shift.
The announcement is made through a press release furnished under Regulation FD as Exhibit 99.1, so more specific information about the structure, timing, and strategic rationale for the tax-free spin-off is contained there. The actual impact will depend on how the separation is structured and executed once further details are provided.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
The
(Exact name of registrant as specified in its charter)
(Sate or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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 | ||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, The Kraft Heinz Company (the “Company”) announced that, upon completion of a tax-free spin-off, the Company’s current Chief Executive Officer, Carlos Abrams-Rivera, will become Chief Executive Officer of “North American Grocery Co.”
A copy of the press release announcing the tax-free spin-off and Mr. Abrams-Rivera’s role upon completion of the spin-off is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On September 2, 2025, the Company announced its plan to separate the Company into two independent, publicly traded companies through a tax-free spin-off. In connection with preparing the Company for the separation, the Company also announced that the Board of Directors of the Company (the “Board”) appointed Miguel Patricio, the Chair of the Board, as its Executive Chair. A copy of the press release announcing such plan and Mr. Patricio’s appointment as Executive Chair is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 99.1 | The Kraft Heinz Company Press Release, dated September 2, 2025. | |
| 104 | The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated September 2, 2025, formatted in iXBRL. |
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: September 2, 2025 | By: | /s/ Angel Willis | |
| Angel Willis | |||
| Executive Vice President, Global General Counsel and Corporate Affairs Officer | |||
FAQ
What major corporate action did The Kraft Heinz Company (KHC) announce?
What will happen to Kraft Heinz CEO Carlos Abrams-Rivera after the spin-off?
Who is Miguel Patricio and what new role was announced at KHC?
How is the planned separation of The Kraft Heinz Company structured for tax purposes?
Where can investors find more details about Kraft Heinz’s spin-off and leadership changes?
Is the information about the spin-off and leadership changes considered filed under the Exchange Act?
