Diana Frost of Kraft Heinz (KHC) receives stock awards and tax withholding

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Rhea-AI Filing Summary

Kraft Heinz reported that Global Chief Growth Officer Diana Frost received equity awards in common stock on March 1, 2026. She was granted 40,361 and 13,194 shares at $0.00 per share as stock awards, increasing her direct holdings.

On the same date, 10,668 shares were withheld at $24.61 per share to cover tax obligations tied to vesting performance share units and restricted stock units. Certain restricted stock units are scheduled to settle in stock 75% on March 1, 2029 and 25% on March 1, 2030.

Some shares reflect performance share units granted on March 1, 2023, earned at 61.47% of target, and her reported ownership after these transactions was 119,469 shares, including 3,724 acquired through a dividend reinvestment program.

Insider Trade Summary

Net Buyer: 42,887 shares

Net Buy 3 txns

Insider Frost Diana

Role Glbl Chief Growth Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	40,361	$0.00	$0.00
Grant/Award	Common Stock	13,194	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	10,668	$24.61	$263K

Holdings After Transaction: Common Stock — 119,469 shares (Direct)

Footnotes (4)

F1. Subject to the terms and conditions of the applicable award agreement, these restricted stocks units are scheduled to settle in common stock 75% on March 1, 2029 and 25% on March 1, 2030.
F2. Includes an additional 3,724 shares acquired through a dividend reinvestment program.
F3. Represents number of shares earned under performance share units granted on March 1, 2023, for which the performance period has been completed and achievement certified at 61.47%, and which vest and settle in stock, subject to the terms and conditions of the applicable award agreement.
F4. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share units and restricted stock units.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/03/2026 - 08:07 PM

FAQ

What insider transactions did Kraft Heinz (KHC) report for Diana Frost?

Kraft Heinz reported that Global Chief Growth Officer Diana Frost received two grants of common stock and a tax-related share withholding on March 1, 2026. The awards increase her equity stake while a portion of shares was withheld to cover associated tax obligations on vesting units.

How many Kraft Heinz (KHC) shares were awarded to Diana Frost?

Diana Frost was awarded 40,361 and 13,194 shares of Kraft Heinz common stock on March 1, 2026. These grants were recorded at zero purchase price as equity compensation, reflecting stock-based awards rather than open-market purchases or sales by the executive.

Why were 10,668 Kraft Heinz (KHC) shares disposed of in this Form 4?

The filing shows 10,668 shares were withheld at $24.61 per share to satisfy tax withholding obligations. These taxes related to the vesting of performance share units and restricted stock units, a common practice where shares are surrendered instead of paying cash taxes.

What performance conditions affected Diana Frost’s Kraft Heinz (KHC) awards?

Some reported shares came from performance share units granted March 1, 2023, which were earned at 61.47% of target. After the performance period was completed and achievement certified, these units vested and settled in stock under the terms of the award agreement.

When will Diana Frost’s Kraft Heinz (KHC) restricted stock units settle?

The restricted stock units referenced are scheduled to settle in Kraft Heinz common stock 75% on March 1, 2029 and 25% on March 1, 2030. This long-term schedule ties a portion of her compensation to the company’s future performance and share value.

How many Kraft Heinz (KHC) shares does Diana Frost own after these transactions?

After the reported March 1, 2026 transactions, Diana Frost directly owned 119,469 Kraft Heinz common shares. This amount includes 3,724 additional shares acquired through a dividend reinvestment program, reflecting cumulative equity compensation and reinvested dividends over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frost Diana

(Last)

(First)

(Middle)

C/O THE KRAFT HEINZ COMPANY

ONE PPG PLACE, SUITE 3200

(Street)

PITTSBURGH

15222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kraft Heinz Co [ KHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Glbl Chief Growth Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2026		A		40,361⁽¹⁾	A	$0	116,943⁽²⁾	D
Common Stock	03/01/2026		A		13,194⁽³⁾	A	$0	130,137	D
Common Stock	03/01/2026		F		10,668⁽⁴⁾	D	$24.61	119,469	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Subject to the terms and conditions of the applicable award agreement, these restricted stocks units are scheduled to settle in common stock 75% on March 1, 2029 and 25% on March 1, 2030.

2. Includes an additional 3,724 shares acquired through a dividend reinvestment program.

3. Represents number of shares earned under performance share units granted on March 1, 2023, for which the performance period has been completed and achievement certified at 61.47%, and which vest and settle in stock, subject to the terms and conditions of the applicable award agreement.

4. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share units and restricted stock units.

Remarks:

	/s/ Heidi Miller, by Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR