The Kraft Heinz Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| 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 | ||