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Kraft Heinz Co 8-K Filings

KHC NASDAQ

Every 8-K that Kraft Heinz Co (KHC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow KHC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KHC filings page.

Rhea-AI Summary

Kraft Heinz Co (KHC) is voluntarily transferring the listing of its common stock from the Nasdaq Global Select Market to the New York Stock Exchange (NYSE). Listing and trading on Nasdaq are expected to end at market close on September 11, 2026, and NYSE trading is expected to begin at market open on September 14, 2026, continuing under the symbol KHC. The company’s 3.500% Senior Notes due 2029, 3.500% Senior Notes due 2031, 3.250% Senior Notes due 2033, and 3.950% Senior Notes due 2034 will remain listed on The Nasdaq Stock Market LLC. Kraft Heinz highlighted the move as an important step in its transformation and noted approximately $25 billion in net sales in 2025 as context for its global scale.

Rhea-AI Summary

The Kraft Heinz Company reported Q2 2026 results with net sales of $6.3 billion, down 1.4% year over year; Organic Net Sales declined 1.3%. Pricing added 1.3 percentage points, while volume/mix fell 2.6 points, with weakness in meats and spoonables partly offset by Emerging Markets growth.

GAAP profitability was heavily impacted by $7.4 billion of non-cash impairment losses, leading to an operating loss of $6.4 billion and net loss of $5.5 billion. Gross profit margin fell 200 bps to 32.4%, while Adjusted Gross Profit Margin held at 34.1%. Adjusted Operating Income declined 18.4% to $1.0 billion and Adjusted EPS fell 18.8% to $0.56.

Year-to-date, net cash from operations rose 8.2% to $2.1 billion and Free Cash Flow increased 10.3% to $1.7 billion, producing 123% Free Cash Flow Conversion and funding $949 million of dividends. For 2026, Kraft Heinz now guides Organic Net Sales down 0.5%–2.0%, Adjusted EPS of $2.03–$2.09, and Free Cash Flow Conversion of about 110%, while planning roughly $700 million of incremental investments.

Rhea-AI Summary

The Kraft Heinz Company amended and restated its by-laws effective July 22, 2026. The changes clarify the Board’s ability to postpone, reschedule, or cancel stockholder meetings and refine who may chair meetings, including allowing any director or officer to serve as chairperson.

The amendments redefine a quorum as holders of a majority in voting power of outstanding shares entitled to vote, represented in person or by proxy, and adjust rules for adjourned meetings. They also expand disclosure and procedural requirements for stockholder business proposals and director nominations, including additional background on proponents, beneficial owners, and nominees, and limit nominations to the number of seats up for election.

Other updates increase the maximum duration of a proxy from 11 months to three years, align notice, record date, written consent, and remote participation provisions with Delaware law, address Board and committee meeting mechanics, and designate U.S. federal district courts as the exclusive forum for Securities Act of 1933 claims.

Rhea-AI Summary

The Kraft Heinz Company reported a leadership change in its sales and international business. Cory Onell, Executive Vice President and Chief Omnichannel Sales and Asia Emerging Markets Officer, will step down from his role effective June 30, 2026.

He will remain with the company as an advisor through March 15, 2027, providing continuity during the transition. Under existing company plans, he will receive severance payments pursuant to the Amended and Restated Severance Pay Plan for Salaried Employees and a prorated annual bonus for fiscal year 2026.

Rhea-AI Summary

The Kraft Heinz Company announced that its subsidiary Kraft Heinz Foods Company has initiated a partial redemption of its 3.875% Senior Notes due 2027. The company instructed the trustee to redeem $1 billion of the $1.35 billion aggregate principal amount currently outstanding.

The notes are scheduled to be redeemed on July 8, 2026 at a price equal to 100% of the principal being redeemed, plus accrued but unpaid interest and any applicable make-whole amount. The specific notes to be redeemed will be selected in accordance with Depository Trust Company procedures.

Rhea-AI Summary

The Kraft Heinz Company reported that its subsidiary Kraft Heinz Foods Company issued €500,000,000 of 3.500% Senior Notes due 2031 and €500,000,000 of 3.950% Senior Notes due 2034 under an existing shelf registration, both guaranteed on a senior basis by the parent.

The issuer intends to use the net proceeds mainly to fund the cash purchase of its 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 through a concurrent tender offer of up to $1,100,000,000 in aggregate purchase price, with any excess proceeds for general corporate purposes, including potential debt repayment.

Kraft Heinz announced early tender results and pricing: as of the Early Tender Time, $1,751,829,000 of 2046 Notes and $822,568,000 of 2049 Notes were tendered, and the issuer elected early settlement on May 26, 2026, accepting $1,379,414,000 of 2046 Notes, representing approximately 49.51% of that series outstanding, using a proration factor of approximately 78.77%.

Rhea-AI Summary

The Kraft Heinz Company reported results from its 2026 Annual Meeting of Stockholders. Stockholders elected 10 directors to one-year terms, with support levels generally above 880 million shares for each nominee and significant broker non-votes reported.

Stockholders approved, on an advisory basis, executive compensation with 846,476,891 shares for, 51,123,740 against, and 2,391,574 abstaining. They also approved The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”), with 875,403,742 shares for, 22,377,915 against, and 2,210,548 abstaining.

In addition, stockholders ratified the selection of PricewaterhouseCoopers LLP as independent auditors for 2026, with 955,089,151 shares for, 60,577,107 against, and 1,463,630 abstentions.

Rhea-AI Summary

The Kraft Heinz Company reported that its wholly owned subsidiary Kraft Heinz Foods Company entered into an underwriting agreement for a major euro-denominated debt offering. The Issuer plans to sell €500,000,000 of 3.500% senior notes due 2031 and €500,000,000 of 3.950% senior notes due 2034 to a syndicate of underwriters on a firm commitment basis. The notes are expected to be issued on or around May 21, 2026, with The Kraft Heinz Company acting as guarantor. This transaction increases the group’s long-term, fixed-rate euro funding.

Rhea-AI Summary

The Kraft Heinz Company has launched a cash tender offer for up to $1,100,000,000 in aggregate purchase price of two long-dated bond issues. Its subsidiary Kraft Heinz Foods Company is offering to buy 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049.

The offer runs until 5:00 p.m. New York City time on June 5, 2026, with an earlier 5:00 p.m. deadline on May 20, 2026 for investors who want to receive an extra $30 per $1,000 Early Tender Premium. The company has set priority levels between the two series and may prorate if demand exceeds the $1.1 billion cap.

Completion of the tender is subject to conditions, including a Financing Condition that requires proceeds from a new senior unsecured notes offering on terms satisfactory to the issuer. Kraft Heinz may waive conditions, change the tender size, or end the offer, as permitted under the offer to purchase.

Rhea-AI Summary

The Kraft Heinz Company reported first quarter 2026 net sales of $6.0 billion, up 0.8%, while Organic Net Sales slipped 0.4% as modest price increases were offset by lower volume/mix. Gross profit margin improved to 36.7%, but Adjusted Gross Profit Margin edged down to 34.1%.

Operating income was $1.1 billion, down 4.3%, reflecting higher advertising, manufacturing and logistics inflation, separation and restructuring costs. Net income rose 11.9% to $799 million, lifting diluted EPS 13.6% to $0.67, though Adjusted EPS declined 6.5% to $0.58.

Net cash from operating activities increased 39.7% to $1.0 billion and Free Cash Flow rose 58.9% to $766 million, with Free Cash Flow Conversion at 111%. Kraft Heinz returned $474 million in cash dividends and reaffirmed its 2026 outlook, guiding Organic Net Sales down 1.5%–3.5%, Constant Currency Adjusted Operating Income down 14%–18%, Adjusted EPS of $1.98–$2.10, and Free Cash Flow Conversion of about 100%.

Rhea-AI Summary

The Kraft Heinz Company reported a leadership change in its North American business. The company announced that Pedro Navio, Executive Vice President and President, North America, will step down from his role effective February 22, 2026 to pursue other opportunities.

Navio will remain with the company as an advisor through March 6, 2026, providing a short transition period. He will receive severance payments in line with the company’s Amended and Restated Severance Pay Plan for Salaried Employees, indicating that his departure is being handled under standard company policies.

Rhea-AI Summary

The Kraft Heinz Company reported weaker results for 2025 and a cautious 2026 outlook while shifting strategy to focus on profitable growth. Full-year net sales were approximately $24.9 billion, down 3.5%, and the company posted an operating loss of $4.7 billion driven by $9.3 billion of non-cash impairment losses. Diluted EPS fell to $(4.93), while Adjusted EPS declined 15.0% to $2.60. Free Cash Flow rose 15.9% to $3.7 billion, supporting $2.3 billion of capital returns via dividends and share repurchases.

In Q4 2025, net sales declined 3.4% to $6.4 billion, with Adjusted Operating Income down 15.9% and Adjusted EPS down 20.2% to $0.67. Management is pausing work on the planned separation and instead committing a $600 million investment in marketing, sales, R&D, product superiority, and select pricing to drive a return to profitable growth. For 2026, Kraft Heinz expects Organic Net Sales to decline 1.5% to 3.5%, Constant Currency Adjusted Operating Income to fall 14% to 18%, and Adjusted EPS between $1.98 and $2.10, with Free Cash Flow Conversion around 100%.

Rhea-AI 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.

Rhea-AI Summary

The Kraft Heinz Company is undergoing a major leadership transition, appointing Steve Cahillane as Chief Executive Officer and board member effective January 1, 2026. He previously led Kellanova (formerly Kellogg Company) and brings senior experience from The Nature’s Bounty Co., The Coca-Cola Company, and AB InBev.

Under his offer letter, Mr. Cahillane will receive a base salary of $1,400,000, a target annual bonus opportunity of 225% of base salary, a $9,000,000 annual equity award target and a one-time $11,000,000 equity sign-on award split between restricted stock units and performance share units, plus up to $200,000 in annual personal plane usage allowance. Current CEO Carlos Abrams-Rivera will step down as CEO and director on January 1, 2026, serving as a senior advisor until March 6, 2026, while Miguel Patricio will leave his role as Executive Chair but remain on the board and John Cahill will become Chair of the Board.

Rhea-AI Summary

The Kraft Heinz Company furnished an 8‑K announcing it issued a press release with results for the third quarter ended September 27, 2025. The press release is provided as Exhibit 99.1 and, as stated, the information under Item 2.02 is furnished and not deemed “filed” under the Exchange Act.

The filing also lists Exhibit 104, the cover page formatted in iXBRL. Kraft Heinz’s listed securities include common stock (KHC), 3.500% Senior Notes due 2029 (KHC29), and 3.250% Senior Notes due 2033 (KHC33).

Rhea-AI Summary

The Kraft Heinz Company appointed L. Kevin Cox, Mary Lou Kelley, and Tony Palmer to its Board of Directors, effective October 22, 2025. The appointments were not made pursuant to any arrangement or understanding with any other person, and there are no transactions with the Company requiring disclosure under Item 404(a) of Regulation S‑K.

The new directors will be compensated under the Company’s standard program for non‑employee directors as described in the proxy statement filed on March 28, 2025. The Company also furnished a press release announcing the appointments as Exhibit 99.1 under Item 7.01, which is not deemed “filed” for purposes of the Exchange Act.

Rhea-AI 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.