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KHCKraft Heinz

Consumer staples · Packaged Foods · NYSE

We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious. 10-K, Item 1

KHC quote by TradingView
Employees
35,000
Headquarters
Pittsburgh, PA
CEO
Steven A. Cahillane
Next results
around Feb 10, 2027
Compare with peers → Embed

10-K 0001637459-26-000009 (2026-02-12) vs 10-K 0001637459-25-000011 (2025-02-13)

SectionCompared textWords nowChanged
Risk FactorsItem 1A13,158 22.9%
MD&AItem 710,408 26.2%
Legal ProceedingsItem 3, via Note 16 – Commitments and Contingencies1,004 55.1%
Accounting PoliciesItem 8, Note 2 – Significant Accounting Policies4,181 5.9%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 319 words changed in this paragraph; it is 57% similar to last year's version.
Finally, we might fail to effectively address increased attention face increasing scrutiny from the media, stockholders, activists, customers, enforcement authorities and other stakeholders who have conflicting views on climate change and related environmental sustainability other sustainability-related matters. 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 Our published activities, progress, objectives, and priorities on these topics may not valid, 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. Concurrently, there also exists “anti-ESG” sentiments among certain stakeholders, and Additionally, we may face negative publicity, lawsuits, and become the target of litigation, investigations, or other adverse impacts proceedings initiated by government authorities or private actors alleging that our activities or positions related to our business from these stakeholders in response to our sustainability initiatives. sustainability-related matters are anti-competitive, discriminatory or otherwise unlawful. From time to time we establish and publicly announce environmental, social, and governance sustainability-related goals, commitments, and aspirations, including to reduce our impact on the environment. Our ability to achieve any stated goal, target, goal or objective is subject to numerous factors and conditions, many of which are outside of our control. Examples of such factors include evolving regulatory requirements affecting sustainability standards or disclosures or imposing different requirements, the pace of changes in technology, the availability of requisite financing, and the availability of suppliers that can meet our sustainability and other standards. Furthermore, standards for tracking and reporting such matters continue to evolve. 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 reporting, as well as our operations, and other changes in circumstances. 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 organization continue to evolve. Sustainability-related disclosures that may be required by the SEC, European Union, 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 new climate change disclosure requirements), 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 these goals and commitments, it could negatively affect consumer preference for our products or investor confidence in our stock, as well as expose us to government enforcement actions and private litigation.

Source: Item 1A, 10-K 0001637459-26-000009 vs Item 1A, 10-K 0001637459-25-000011

Legal Proceedings 190 words changed in this paragraph; it is 72% similar to last year's version.
Certain of The Kraft Heinz Company’s current and former officers and directors and the 3G Entities were also have been named as defendants in a consolidated stockholder derivative action, In re Kraft Heinz Company Derivative Litigation, which was originally filed in 2019 in the Delaware Court of Chancery. The consolidated amended complaint, which was filed on April 27, 2020, alleged state law claims, contending that the 3G Entities were controlling stockholders who owed fiduciary duties to the Company, and that they breached those duties by allegedly engaging in insider trading and misappropriating the Company’s material, non-public information. The complaint further alleged that certain of The Kraft Heinz Company’s current and former officers and directors breached their fiduciary duties to the Company by purportedly making materially misleading statements and omissions regarding the Company’s financial performance and the impairment of its goodwill and intangible assets, and by supposedly approving or allowing the 3G Entities’ alleged insider trading. The complaint sought relief against the defendants in the form of damages, disgorgement of all profits obtained from the alleged insider trading, contribution and indemnification, and an award of attorneys’ fees and costs. The defendants filed a motion to dismiss the consolidated amended complaint, which motion the Delaware Chancery Court granted in an order dated December 15, 2021. The plaintiffs filed a notice of appeal on January 13, 2022, and the Delaware Supreme Court affirmed the trial court’s dismissal with prejudice of the consolidated amended complaint in an order dated August 1, 2022. One of the plaintiffs in said dismissed derivative litigation subsequently filed a new complaint, Erste Asset Management v. Hees, et al., against certain current and former officers and directors of The Kraft Heinz Company on November 28, 2023 in the Delaware Court of Chancery, seeking to reinstate the plaintiff’s previously-dismissed claims and recover attorneys’ fees and costs incurred in the dismissed litigation on the basis of alleged newly discovered evidence. Specifically, the plaintiff alleges the 3G Entities caused the Company to make false and misleading public disclosures regarding the independence of two directors of The Kraft Heinz Company, one of whose independence plaintiff contends formed a basis for the court’s prior dismissal of the consolidated amended complaint. The defendants filed a motion to dismiss the complaint, which the Delaware Chancery Court granted in an order dated August 8, 2024, dismissing the complaint with prejudice. The plaintiff filed a notice of appeal on September 5, 2024. We intend to vigorously defend against this lawsuit; however, we cannot reasonably estimate the potential range of loss, if any, due to the early stage of the proceedings.

Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001637459-26-000009 vs Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001637459-25-000011

MD&A 145 words changed in this paragraph; it is 58% similar to last year's version.
Reporting Our reporting units with 10% or that were determined to have less than 5% fair value over carrying amount, including reporting units that were impaired amount as part of the 2024 our 2025 annual impairment test, resulting in zero excess fair value over carrying value, test had an aggregate goodwill carrying amount after impairment of $22.4 $21.9 billion as of the 2024 2025 annual impairment test and included Taste Elevation, Ready Meals HDM, Western Europe, MCCS, and Snacking (“TMS”), Away from Home & Kraft Heinz Ingredients (“AFH”), Meat & Cheese (“MC”), Canada and North America Coffee (“CNAC”), and Continental Europe. reporting units. Our Northern Europe Asia reporting unit had 10-20% less than 20% fair value over carrying amount with an aggregate goodwill carrying amount of $1.7 billion $314 million as of the 2024 annual impairment test. 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 2025 annual impairment test. Our reporting units that have 20% or less than 5% excess fair value over carrying amount amounts as of the 2024 2025 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 $22.2 billion. Our four remaining reporting units had no goodwill carrying amount at the time of the 2024 2025 annual impairment test.

Source: Item 7, 10-K 0001637459-26-000009 vs Item 7, 10-K 0001637459-25-000011

Accounting Policies 87 words changed in this paragraph; it is 85% similar to last year's version.
Certain derivatives are designated as cash flow hedges or fair value hedges and qualify for hedge accounting treatment, while others are not designated as hedging instruments and are marked to market through net income/(loss). The gains and losses on cash flow hedges are deferred as a component of accumulated other comprehensive income/(losses) and are recognized in net income/(loss) at the time the hedged item affects net income/(loss), in the same line item as the underlying hedged item. The gains/(losses) on fair value hedges are recognized in net income/(loss) at the time the hedged item affects net income/(loss), in the same line item as the underlying hedged item. The excluded component on cash flow hedges and fair value hedges is recognized in net income/(loss) over the life of the hedging relationship in the same income statement line item as the underlying hedged item. We also designate certain derivatives and non-derivatives as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. Changes in the value of these derivatives and remeasurements of our non-derivatives designated as net investment hedges are calculated each period using the spot method, with changes reported in foreign currency translation adjustments within accumulated other comprehensive income/(losses). Such amounts will remain in accumulated other comprehensive income/(losses) until the complete or substantially complete liquidation of our investment in the underlying foreign operations. The excluded component on derivatives designated as net investment hedges is recognized in net income/(loss) within interest expense. The income statement classification of gains and losses related to derivative instruments not designated as hedging instruments is determined based on the underlying intent of the contracts. Cash flows related to the settlement of derivative instruments designated as net investment hedges of foreign operations are classified in the consolidated statements of cash flows within investing activities. All other cash flows related to derivative instruments are classified in the same line item as the cash flows of the related hedged item, which can be within operating, investing, or financing activities.

Source: Item 8, Note 2 – Significant Accounting Policies, 10-K 0001637459-26-000009 vs Item 8, Note 2 – Significant Accounting Policies, 10-K 0001637459-25-000011

Every change, by type

Sentences and paragraphs of KHC's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.

All 165 Added 39Removed 17Reworded 108Quiet changes 1

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
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:

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedRisk Factors
•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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
Global average temperatures 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 around the globe, an increase in the frequency and severity of natural disasters, and changes in agricultural productivity. 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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
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 Northern Europe reporting unit had 10-20% fair value over carrying amount with an aggregate goodwill carrying amount of $1.7 billion as of the 2024 annual impairment test. 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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
We purchase and use large quantities of 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. In addition, we purchase and use significant quantities of plastics, cardboard, resin, glass, and metal to package our products, and we use other inputs, such as electricity, natural gas, and water, to operate our facilities. We are also exposed to changes in oil prices, including diesel fuel, which influence both our packaging and transportation costs. Prices

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedRisk Factors
majority of our operations, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us. Additionally, 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 the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our provision for income taxes. See Overview in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of our estimated cash tax rate impact on results of operations.

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedRisk Factors
In addition, claims about the health impacts of consumption of our products, or ingredients, additives, preservatives, components, or substances present or allegedly present in those products or packaging, including in connection with the development, manufacture, and marketing of our products, have resulted in, and could in the future result in, us being subject to regulations, fines, lawsuits (including but not limited to pending litigation alleging that certain of our products are “ultra-processed” and consuming them causes adverse health impacts, allegations with which we strongly disagree), 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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 Sustainability-related disclosures that may be required by the SEC, European Union, 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 new climate change disclosure requirements), 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Reporting units and brands that have 20% or less excess fair value over carrying amount as of the 2024 2025 annual impairment test performed as of June 30, 2024 have a heightened risk 29, 2025 had an aggregate carrying value of future impairments if any assumptions, estimates, or market factors change in $37.2 billion as of the future. date of 2025 annual impairment test.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Sales Because the registered shares represent a significant portion of the outstanding shares of our common stock stock, any future sales by Berkshire Hathaway to other persons would likely result in an could materially increase in the number of shares being traded in the public market and may materially increase the volatility of of, and cause a decrease in, the price of our common stock.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
These activities may present financial, financial managerial, and operational risks including, but not limited to, diversion of management’s attention from existing core businesses; 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Increased energy or compliance costs and expenses due to the impacts of climate change, as well as to, and additional legal or regulatory requirements regarding regarding, changing environmental conditions and climate change 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.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Further, the Russian government has placed restrictions on the transfer of funds to and from Russian entities, making it more difficult to operate in Russia. Russia and to repatriate cash to other jurisdictions from our Russian business, which had a cash and cash equivalents balance equal to approximately $140 million as of December 27, 2025.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Various laws and regulations govern our practices including, but not limited to, those related to advertising and marketing, product claims and labeling, food production and nutritional requirements, environmental matters (including climate change), packaging and waste management (including packaging containing PFAS), intellectual property, consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, forced labor, such as the UFLPA, and tax.

Read it in 10-K 2026-02-12 at sec.gov ↗

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

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Reporting These reporting units and brands that have 20% or less excess fair value over carrying amount as of the 2024 annual impairment test performed as of June 30, 2024 have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
Federal, state, and local governments and administrative bodies within the United States, which represents the majority of our operations, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
December 27, 2025 December 28, 2024 (in millions) Net sales: North America $ 18,586 $ 19,543 International Developed Markets 3,539 3,535 Emerging Markets 2,817 2,768 Total net sales $ 24,942 $ 25,846

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
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, in the first quarter of our fiscal year 2026, we closed the sale for total cash consideration of approximately $146 million.

Read it in 10-K 2026-02-12 at sec.gov ↗

AddedMD&A
have been complied with. The Guarantee is limited by its terms to an amount not to exceed the maximum amount that can be guaranteed by the Parent Guarantor without rendering the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

Read it in 10-K 2026-02-12 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
Segment Adjusted Operating Income was flat year over year, at $522 million in both 2023 and 2022. Increases to Segment Adjusted Operating Income were primarily driven by higher pricing offset by higher supply chain costs, reflecting inflationary pressure in procurement, manufacturing, and logistics costs; unfavorable volume/mix; increased SG&A, primarily due to advertising expense; the unfavorable impact from a business disruption in Australia and New Zealand caused by Cyclone Gabrielle; the decrease from lapping a 53rd week of shipments in the prior period (1.5 pp); and the unfavorable impact of foreign currency (0.1 pp).

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In the fourth quarter of 2022, we sold our business-to-business powdered cheese business to a third party, Kerry Group, for cash consideration of approximately $108 million (the “Powdered Cheese Transaction”).

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In the second quarter of 2022, 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”) for cash consideration of approximately $279 million.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
In the first quarter of 2022, we acquired 85% of the shares of Just Spices GmbH (“Just Spices”), a German-based company focused on direct-to-consumer sales of premium spice blends, from certain third-party shareholders (the “Just Spices Acquisition”) for cash consideration of approximately $243 million. In the third quarter of 2023, we completed the redemption of an additional 5% of the outstanding shares and in the second quarter of 2024, we completed the redemption of the remaining outstanding shares and wholly own Just Spices as of December 28, 2024.

Read it in 10-K 2025-02-13 at sec.gov ↗

RemovedMD&A
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. In determining the fair value of the business transferred the Company utilized the discounted cash flow method under the income approach and in doing so, we made assumptions that have a significant impact on the fair value including, but not limited to, estimated future annual net cash flows (most significantly estimated future annual net sales), a discount rate that reflects the level of risk associated with the future cash flows of the business, long-term growth rates, income tax rates and other market factors. 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.

Read it in 10-K 2025-02-13 at sec.gov ↗

RewordedMD&A
December 27, 2025 December 28, 2024 December 30, 2023 December 31, 2022 Diluted EPS $ (4.93) $ 2.26 $ 2.31 $ 1.91 Restructuring activities(a) 0.02 0.01 0.16 0.05 Unrealized losses/(gains) on commodity hedges(b) 0.02 (0.01) — 0.04 Impairment losses(c) 7.31 2.58 0.50 0.70 Certain non-ordinary course legal and regulatory matters(d) Separation costs(d) 0.05 — — 0.13 Losses/(gains) on sale of business(e) 0.04 0.05 — (0.01) Other losses/(gains) related to acquisitions and divestitures(f) — — (0.02) Nonmonetary currency devaluation(g) devaluation(f) 0.03 0.01 0.02 0.01 Debt prepayment and extinguishment (benefit)/costs(h) — — (0.03) Certain significant discrete income tax items(i) items(g) 0.06 (1.84) (0.01) — Adjusted EPS $ 2.60 $ 3.06 $ 2.98 $ 2.78

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Our reporting units that were determined to have less than 5% excess fair value over carrying amount as of the 2024 our 2025 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. $21.9 billion as of the 2025 annual impairment test and included Elevation, HDM, Western Europe, MCCS, and Canada reporting units.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
December 27, 2025 December 28, 2024 December 30, 2023 $ Change % Change Diluted EPS $ (4.93) $ 2.26 $ 2.31 $ (0.05) (2.2)% (7.19) (318.1)% Restructuring activities 0.02 0.01 0.16 (0.15) 0.01 Unrealized losses/(gains) on commodity hedges 0.02 (0.01) — (0.01) 0.03 Impairment losses 7.31 2.58 0.50 2.08 4.73 Separation costs 0.05 — 0.05 Losses/(gains) on sale of business 0.04 0.05 — 0.05 (0.01) Nonmonetary currency devaluation 0.03 0.01 0.02 (0.01) Certain significant discrete income tax items 0.06 (1.84) (0.01) (1.83) 1.90 Adjusted EPS(a) $ 2.60 $ 3.06 $ 2.98 $ 0.08 2.7% (0.46) (15.0)% Key drivers of change in Adjusted EPS(a):

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Adjusted EPS increased 2.7% decreased 15.0% to $2.60 in 2025 compared to $3.06 in 2024 compared primarily due to $2.98 in 2023 primarily driven by higher lower Adjusted Operating Income, higher taxes on adjusted earnings, and higher interest expense, which more than offset the favorable impact of our common stock repurchases, repurchases and favorable changes in other expense/(income), which more than offset higher taxes on adjusted earnings. expense/(income).

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
December 27, 2025 December 28, 2024 December 30, 2023 December 31, 2022 Operating income/(loss) $ (4,669) $ 1,683 4,572 3,634 Restructuring activities 13 27 60 74 Deal costs — — 9 Unrealized losses/(gains) on commodity hedges 35 (19) 1 63 Impairment losses 9,306 3,669 662 999 Certain non-ordinary course legal and regulatory matters Separation costs 60 — 2 210 Adjusted Operating Income $ 4,745 $ 5,360 $ 5,297 $ 4,989

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
The year-over-year change increase in the effective tax rate was due primarily driven by to higher non-deductible goodwill impairments in the recognition of current year and recognizing a $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 and offset by establishing valuation allowances on certain non-U.S. deferred tax assets in the geographic mix of pre-tax income in various non-U.S. jurisdictions. prior year.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Brands with Our brands that had 10-20% fair value over carrying amount included Velveeta, Oscar Mayer, A1, Capri Sun, and Cool Whip and had an aggregate carrying amount of $14.2 $5.3 billion as of the latest test for each brand and included Kraft, Velveeta, A1, and Bagel Bites. 2025 annual impairment test.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
During the year ended December 28, 2024, 27, 2025, we experienced moderate inflation increased inflationary pressures in our supply chain costs compared to the prior year period, which we expect due in part to continue through 2025. the tariff and trade policy actions taken by the United States and foreign governments during the year.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
(e) Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $42 million ($42 million after-tax) in 2025 and expenses of $81 million ($60 million after-tax) in 2024, income of $4 million (expenses of $3 million after-tax) in 2023, and income of $25 million ($17 million after-tax) in 2022 2024 and were recorded in other expense/(income).

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Net cash used for investing activities was $1.8 billion for the year ended December 27, 2025 compared to $1.0 billion for the year ended December 28, 2024 compared to net cash used for investing activities of $916 million for the year ended December 30, 2023. 2024.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
(b) Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were expenses of $35 million ($26 million after-tax) in 2025 and income of $19 million ($15 million after-tax) in 2024, expenses of $1 million ($1 million after-tax) in 2023 and expenses of $63 million ($48 million after-tax) in 2022 2024 and were recorded in cost of products sold.

Read it in 10-K 2026-02-12 at sec.gov ↗

RewordedMD&A
Higher pricing was taken primarily in our Eastern Europe and Middle East and Africa (“MEA”) regions certain countries within WEEM to address higher input costs, inflationary pressures, which more than offset lower pricing in Brazil as a result of maintaining price gaps to competition. Indonesia.

Read it in 10-K 2026-02-12 at sec.gov ↗

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