10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37482

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware			46-2078182
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
One PPG Place,	Pittsburgh,	Pennsylvania	15222
(Address of principal executive offices)			(Zip Code)

(412) 456-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	KHC	The Nasdaq Stock Market LLC
Floating Rate Senior Notes due 2025	KHC25	The Nasdaq Stock Market LLC
3.500% Senior Notes due 2029	KHC29	The Nasdaq Stock Market LLC
3.250% Senior Notes due 2033	KHC33	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 26, 2025, there were 1,183,542,101 shares of the registrant’s common stock outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements.	1
Condensed Consolidated Statements of Income	1
Condensed Consolidated Statements of Comprehensive Income	2
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Equity	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Note 1. Basis of Presentation	6
Note 2. Significant Accounting Policies	7
Note 3. New Accounting Standards	7
Note 4. Acquisitions and Divestitures	7
Note 5. Restructuring Activities	7
Note 6. Inventories	8
Note 7. Goodwill and Intangible Assets	9
Note 8. Income Taxes	11
Note 9. Employees’ Stock Incentive Plans	12
Note 10. Postemployment Benefits	13
Note 11. Financial Instruments	14
Note 12. Accumulated Other Comprehensive Income/(Losses)	19
Note 13. Financing Arrangements	21
Note 14. Commitments, Contingencies, and Debt	22
Note 15. Earnings Per Share	24
Note 16. Segment Reporting	24
Note 17. Other Financial Data	27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	29
Overview	29
Consolidated Results of Operations	29
Results of Operations by Segment	32
Liquidity and Capital Resources	35
Commodity Trends	38
Critical Accounting Estimates	38
New Accounting Pronouncements	40
Contingencies	40
Non-GAAP Financial Measures	40
Item 3. Quantitative and Qualitative Disclosures about Market Risk.	44
Item 4. Controls and Procedures.	44
PART II - OTHER INFORMATION	45
Item 1. Legal Proceedings.	45
Item 1A. Risk Factors.	45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	45
Item 5. Other Information.	45
Item 6. Exhibits.	46
Signatures	47

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Kraft Heinz,” and the “Company” each refer to The Kraft Heinz Company and all of its consolidated subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains a number of forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “plan,” “will,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our plans, impacts of accounting standards and guidance, growth, legal matters, taxes, costs and cost savings, impairments, and dividends. These forward-looking statements reflect management’s current expectations and are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control.

Important factors that may affect our business and operations and that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, operating in a highly competitive industry; our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation; changes in the retail landscape or the loss of key retail customers; changes in our relationships with significant customers or suppliers, or in other business relationships; our ability to maintain, extend, and expand our reputation and brand image; our ability to leverage our brand value to compete against private label products; our ability to drive revenue growth in our key product categories or platforms, increase our market share, or add products that are in faster-growing and more profitable categories; product recalls or other product liability claims; climate change and legal or regulatory responses; our ability to identify, complete, or realize the benefits from strategic acquisitions, divestitures, alliances, joint ventures, or investments; our ability to successfully execute our strategic initiatives; the impacts of our international operations; our ability to protect intellectual property rights; our ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, and improve our competitiveness; the influence of our largest stockholder; our level of indebtedness, as well as our ability to comply with covenants under our debt instruments; additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets; foreign exchange rate fluctuations; volatility in commodity, energy, and other input costs; volatility in the market value of all or a portion of the commodity derivatives we use; compliance with laws and regulations and related legal claims or regulatory enforcement actions; failure to maintain an effective system of internal controls; a downgrade in our credit rating; the impact of sales of our common stock in the public market; the impact of our share repurchases or any change in our share repurchase activity; our ability to continue to pay a regular dividend and the amounts of any such dividends; disruptions in the global economy caused by geopolitical conflicts, unanticipated business disruptions and natural events in the locations in which we or our customers, suppliers, distributors, or regulators operate; economic and political conditions in the United States and various other nations where we do business (including inflationary pressures, the imposition of increased or new tariffs or other trade restrictions, instability in financial institutions, general economic slowdown, recession, or a potential U.S. federal government shutdown); changes in our management team or other key personnel and our ability to hire or retain key personnel or a highly skilled and diverse global workforce; our dependence on information technology and systems, including service interruptions, misappropriation of data, or breaches of security; increased pension, labor, and people-related expenses; changes in tax laws and interpretations and the final determination of tax audits, including transfer pricing matters, and any related litigation; volatility of capital markets and other macroeconomic factors; and other factors. For additional information on these and other factors that could affect our forward-looking statements, see Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 28, 2024. We disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statement in this report, except as required by applicable law or regulation.

We use our investor relations website, ir.kraftheinzcompany.com, as a routine channel for distribution of important, and often material, information about Kraft Heinz, including quarterly and annual earnings results and presentations, press releases and other announcements, webcasts, analyst presentations, investor days, sustainability initiatives, financial information, and corporate governance practices, as well as archives of past presentations and events. We encourage you to follow our investor relations website in addition to our filings with the SEC to receive timely information about the Company. The information on our website is not part of this Quarterly Report on Form 10-Q and shall not be deemed to be incorporated by reference into this report or any other filings we make with the Securities and Exchange Commission (“SEC”).

Item 1. Financial Statements.

The Kraft Heinz Company

Condensed Consolidated Statements of Income

(in millions, except per share data)

(Unaudited)

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Net sales	$	5,999	$	6,411
Cost of products sold	3,935		4,168
Gross profit	2,064		2,243
Selling, general and administrative expenses	868		941
Operating income/(loss)	1,196		1,302
Interest expense	229		226
Other expense/(income)	(51)		47
Income/(loss) before income taxes	1,018		1,029
Provision for/(benefit from) income taxes	304		225
Net income/(loss)	714		804
Net income/(loss) attributable to noncontrolling interest	2		3
Net income/(loss) attributable to common shareholders	$	712	$	801
Per share data applicable to common shareholders:
Basic earnings/(loss)	$	0.60	$	0.66
Diluted earnings/(loss)	0.59		0.66

See accompanying notes to the condensed consolidated financial statements.

The Kraft Heinz Company

Condensed Consolidated Statements of Comprehensive Income

(in millions)

(Unaudited)

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Net income/(loss)	$	714	$	804
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	309		(184)
Net deferred gains/(losses) on net investment hedges	(60)		74
Amounts excluded from the effectiveness assessment of net investment hedges	7		10
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)	(7)		(9)
Net deferred gains/(losses) on cash flow hedges	20		8
Amounts excluded from the effectiveness assessment of cash flow hedges	(1)		(2)
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)	(58)		14
Amounts excluded from the effectiveness assessment of fair value hedges	19		—
Net deferred losses/(gains) on fair value hedges reclassified to net income/(loss)	(2)		—
Net deferred gains/(losses) on available-for-sale debt securities	(1)		—
Net postemployment benefit losses/(gains) reclassified to net income/(loss)	(4)		(4)
Total other comprehensive income/(loss)	222		(93)
Total comprehensive income/(loss)	936		711
Comprehensive income/(loss) attributable to noncontrolling interest	2		(25)
Comprehensive income/(loss) attributable to common shareholders	$	934	$	736

See accompanying notes to the condensed consolidated financial statements.

The Kraft Heinz Company

Condensed Consolidated Balance Sheets

(in millions, except per share data)

(Unaudited)

	March 29, 2025		December 28, 2024
ASSETS
Cash and cash equivalents	$	2,113	$	1,334
Trade receivables (net of allowances of $25 at March 29, 2025 and $26 at December 28, 2024)	2,257		2,147
Inventories	3,591		3,376
Prepaid expenses	271		215
Marketable securities	674		—
Other current assets	552		583
Total current assets	9,458		7,655
Property, plant and equipment, net	7,157		7,152
Goodwill	28,753		28,673
Intangible assets, net	40,147		40,099
Other non-current assets	4,759		4,708
TOTAL ASSETS	$	90,274	$	88,287
LIABILITIES AND EQUITY
Current portion of long-term debt	678		654
Accounts payable	4,122		4,188
Accrued marketing	694		697
Interest payable	299		263
Other current liabilities	1,442		1,451
Total current liabilities	7,235		7,253
Long-term debt	20,925		19,215
Deferred income taxes	9,716		9,679
Accrued postemployment costs	134		135
Long-term deferred income	1,361		1,374
Other non-current liabilities	1,298		1,306
TOTAL LIABILITIES	40,669		38,962
Commitments and Contingencies (Note 14)
Redeemable noncontrolling interest	7		6
Equity:
Common stock, $0.01 par value (5,000 shares authorized; 1,257 shares issued and 1,190 shares outstanding at March 29, 2025; 1,254 shares issued and 1,195 shares outstanding at December 28, 2024)	12		12
Additional paid-in capital	52,169		52,135
Retained earnings	2,404		2,171
Accumulated other comprehensive income/(losses)	(2,693)		(2,915)
Treasury stock, at cost (66 shares at March 29, 2025 and 59 shares at December 28, 2024)	(2,432)		(2,218)
Total shareholders' equity	49,460		49,185
Noncontrolling interest	138		134
TOTAL EQUITY	49,598		49,319
TOTAL LIABILITIES AND EQUITY	$	90,274	$	88,287

See accompanying notes to the condensed consolidated financial statements.

The Kraft Heinz Company

Condensed Consolidated Statements of Equity

(in millions)

(Unaudited)

	Common Stock		Additional Paid-in Capital		Retained Earnings/(Deficit)		Accumulated Other Comprehensive Income/(Losses)		Treasury Stock, at Cost		Noncontrolling Interest		Total Equity
Balance at December 28, 2024	$	12	$	52,135	$	2,171	$	(2,915)	$	(2,218)	$	134	$	49,319
Net income/(loss) excluding redeemable noncontrolling interest	—		—		712		—		—		2		714
Other comprehensive income/(loss) excluding redeemable noncontrolling interest	—		—		—		222		—		(1)		221
Dividends declared-common stock ($0.40 per share)	—		—		(479)		—		—		—		(479)
Repurchase of common stock	—		—		—		—		(214)		—		(214)
Exercise of stock options, issuance of other stock awards, and other	—		34		—		—		—		3		37
Balance at March 29, 2025	$	12	$	52,169	$	2,404	$	(2,693)	$	(2,432)	$	138	$	49,598			Common Stock		Additional Paid-in Capital		Retained Earnings/(Deficit)		Accumulated Other Comprehensive Income/(Losses)		Treasury Stock, at Cost		Noncontrolling Interest		Total Equity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at December 30, 2023	$	12	$	52,037	$	1,367	$	(2,604)	$	(1,286)	$	162	$	49,688
Net income/(loss) excluding redeemable noncontrolling interest	—		—		801		—		—		2		803
Other comprehensive income/(loss) excluding redeemable noncontrolling interest	—		—		—		(65)		—		(29)		(94)
Dividends declared-common stock ($0.40 per share)	—		—		(488)		—		—		—		(488)
Dividends declared-noncontrolling interest ($98.77 per share)	—		—		—		—		—		(7)		(7)
Repurchase of common stock	—		—		—		—		(280)		—		(280)
Exercise of stock options, issuance of other stock awards, and other	—		13		—		—		15		3		31
Balance at March 30, 2024	$	12	$	52,050	$	1,680	$	(2,669)	$	(1,551)	$	131	$	49,653

See accompanying notes to the condensed consolidated financial statements.

The Kraft Heinz Company

Condensed Consolidated Statements of Cash Flows

(in millions)

(Unaudited)

	For the Three Months Ended
	March 29, 2025		March 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)	$	714	$	804
Adjustments to reconcile net income/(loss) to operating cash flows:
Depreciation and amortization	231		230
Divestiture-related license income	(13)		(14)
Equity award compensation expense	27		31
Deferred income tax provision/(benefit)	51		1
Postemployment benefit plan contributions	(4)		(5)
Nonmonetary currency devaluation	14		3
Loss/(gain) on sale of business	—		80
Other items, net	(14)		(17)
Changes in current assets and liabilities:
Trade receivables	(89)		(145)
Inventories	(217)		(56)
Accounts payable	(11)		(49)
Other current assets	(47)		(32)
Other current liabilities	78		(60)
Net cash provided by/(used for) operating activities	720		771
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(238)		(294)
Purchases of marketable securities	(673)		—
Proceeds from sale of business, net of cash disposed and working capital adjustments	9		(3)
Other investing activities, net	24		10
Net cash provided by/(used for) investing activities	(878)		(287)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	1,620		593
Dividends paid	(477)		(486)
Repurchases of common stock	(225)		(329)
Other financing activities, net	(18)		(17)
Net cash provided by/(used for) financing activities	900		(239)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	35		(21)
Cash, cash equivalents, and restricted cash
Net increase/(decrease)	777		224
Balance at beginning of period	1,486		1,404
Balance at end of period	$	2,263	$	1,628

See accompanying notes to the condensed consolidated financial statements.

The Kraft Heinz Company

Notes to Condensed Consolidated Financial Statements

Note 1. Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted, in accordance with the rules of the SEC. In management’s opinion, these interim financial statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary to fairly state our results for the periods presented.

We operate on a 52- or 53-week fiscal year ending on the last Saturday in December in each calendar year. Unless the context requires otherwise, references to years and quarters contained herein pertain to our fiscal years and fiscal quarters. Our 2025 fiscal year is scheduled to be a 52-week period ending on December 27, 2025, and our 2024 fiscal year was a 52-week period that ended on December 28, 2024.

The condensed consolidated balance sheet data at December 28, 2024 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. These statements should be read in conjunction with our audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 28, 2024. The results for interim periods are not necessarily indicative of future or annual results.

Principles of Consolidation

The condensed consolidated financial statements include The Kraft Heinz Company and all of our controlled subsidiaries. All intercompany transactions are eliminated.

Reportable Segments

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”). We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.

Use of Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. GAAP, which requires us to make accounting policy elections, estimates, and assumptions that affect the reported amount of assets, liabilities, reserves, and expenses. These accounting policy elections, estimates, and assumptions are based on our best estimates and judgments. We evaluate our policy elections, estimates, and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We believe these estimates to be reasonable given the current facts available. We adjust our policy elections, estimates, and assumptions when facts and circumstances dictate. Market volatility, including foreign currency exchange rates, increases the uncertainty inherent in our estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from estimates. If actual amounts differ from estimates, we include the revisions in our consolidated results of operations in the period the actual amounts become known. Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a material effect on our condensed consolidated financial statements.

Reclassifications

We made reclassifications and adjustments to certain previously reported financial information to conform to our current period presentation.

Cash, Cash Equivalents, and Restricted Cash

Cash equivalents include term deposits with banks, money market funds, and all highly liquid investments with original maturities of 90 days or less. The fair value of cash equivalents approximates the carrying amount. Cash and cash equivalents that are legally restricted as to withdrawal or usage are classified in other current assets or other non-current assets, as applicable, on the condensed consolidated balance sheets. At March 29, 2025, we had $32 million of restricted cash recorded in other current assets and $118 million of restricted cash recorded in other non-current assets. At December 28, 2024, we had restricted cash recorded in other current assets of $31 million and $121 million of restricted cash in other non-current assets. Total cash, cash equivalents, and restricted cash was $2,263 million at March 29, 2025 and $1,486 million at December 28, 2024.

Note 2. Significant Accounting Policies

There were no significant changes to our accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Note 3. New Accounting Standards

Accounting Standards Not Yet Adopted

Income Taxes (Topic 740) – Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09 to improve income tax disclosure requirements under ASC 740, Income Taxes. The guidance requires entities to provide separate information about a reporting entity’s effective tax rate reconciliation and about income taxes paid. This ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. While the standard will require additional disclosures related to the Company’s income taxes, we do not expect this ASU to have an impact on our financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB issued ASU 2024-03 to improve financial reporting under ASC 220, Income Statement-Reporting Comprehensive Income. The guidance requires entities to disclose additional information about specific expense categories related to cost of sales and SG&A in the notes to financial statements at interim and annual reporting periods. This ASU will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating the impacts this ASU will have on our financial statements and related disclosures.

Note 4. Acquisitions and Divestitures

Divestitures

Russia Infant Transaction:

On March 11, 2024, we closed and finalized the sale of our infant nutrition business in Russia to a third party for total cash consideration of approximately $25 million (the “Russia Infant Transaction”). As a result of the Russia Infant Transaction, we recognized an insignificant pre-tax gain in other expense/(income) on our condensed consolidated statement of income in the first quarter of 2024.

Papua New Guinea Transaction:

On February 5, 2024, we closed and finalized the sale of 100% of the equity interests in our Papua New Guinea subsidiary, Hugo Canning Company Limited, to a third party for total cash consideration of approximately $22 million, which is to be paid incrementally over two years following the transaction closing date (the “Papua New Guinea Transaction”). As a result of the Papua New Guinea Transaction, we recognized a pre-tax loss on sale of business of approximately $80 million in other expense/(income) on our condensed consolidated statement of income in the first quarter of 2024, of which approximately $41 million relates to the release of accumulated foreign currency losses.

Deal Costs:

We incurred no deal costs for the three months ended March 29, 2025 and insignificant deal costs for the three months ended March 30, 2024 related to our divestitures. We recognized these deal costs in selling, general and administrative expenses (“SG&A”).

Note 5. Restructuring Activities

See our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on our restructuring activities.

Restructuring Activities:

We have restructuring programs globally, which are focused primarily on streamlining our organizational design. For the three months ended March 29, 2025, we eliminated approximately 370 positions related to these programs. As of March 29, 2025, we expect to eliminate approximately 370 additional positions during the remainder of 2025. For the three months ended March 29, 2025, restructuring activities resulted in net expenses of $4 million from severance and employee benefit costs. Restructuring activities resulted in income of $3 million for the three months ended March 30, 2024.

Our net liability balance for restructuring project costs that qualify as exit and disposal costs under U.S. GAAP was (in millions):

	Severance and Employee Benefit Costs		Other Exit Costs		Total
Balance at December 28, 2024	$	29	$	11	$	40
Charges/(credits)	4		—		4
Cash payments	(7)		(1)		(8)
Balance at March 29, 2025	$	26	$	10	$	36

We expect the majority of the liability for severance and employee benefit costs as of March 29, 2025 to be paid by the second quarter of 2025. The liability for other exit costs primarily relates to lease obligations. The cash impact of these obligations will continue for the duration of the lease terms, which expire between 2026 and 2031.

Total Expenses/(Income):

Total expense/(income) related to restructuring activities, by income statement caption, were (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Severance and employee benefit costs - Cost of products sold	$	(2)	$	—
Severance and employee benefit costs - SG&A	6		(6)
Other costs - Cost of products sold	—		1
Other costs - SG&A	—		2
	$	4	$	(3)

We do not include our restructuring activities within Segment Adjusted Operating Income (as defined in Note 16, Segment Reporting). The pre-tax impact of allocating such expenses/(income) to our segments would have been (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
North America	$	4	$	(2)
International Developed Markets	(3)		(1)
General corporate expenses	3		—
	$	4	$	(3)

Note 6. Inventories

Inventories consisted of the following (in millions):

	March 29, 2025		December 28, 2024
Packaging and ingredients	$	904	$	950
Spare parts	251		245
Work in process	308		310
Finished products	2,128		1,871
Inventories	$	3,591	$	3,376

Note 7. Goodwill and Intangible Assets

Goodwill:

Changes in the carrying amount of goodwill, by segment, were (in millions):

	North America		International Developed Markets		Emerging Markets		Total
Balance at December 28, 2024	$	26,232	$	2,134	$	307	$	28,673
Translation adjustments and other	4		74		2		80
Balance at March 29, 2025	$	26,236	$	2,208	$	309	$	28,753

2025 Year-to-Date Goodwill Impairment Testing

In the first quarter of 2025, certain organizational changes occurred that impacted our reporting unit composition within our International Developed Markets segment (the “Q1 Europe reorganization”). Two of our International Developed Market reporting units — Northern Europe (“NE”) and Continental Europe (“CE”) — were combined into one reporting unit, Western Europe (“WE”). None of our other reporting units were impacted by this reorganization.

As a result of this reorganization, the existing assets and liabilities of the impacted reporting units were combined and we performed an interim impairment test (or transition test) on the affected reporting units on both a pre- and post-reorganization basis. We performed our pre-reorganization and post-reorganization tests as of December 29, 2024, which was our first day of 2025.

As part of our pre-reorganization impairment test of the NE and CE reporting units, and post-reorganization test of the WE reporting unit, we utilized the discounted cash flow method under the income approach to estimate the fair values as of December 29, 2024. As a result of these tests, we concluded that the fair value of these reporting units exceeded their carrying amounts and no impairment was recorded. The goodwill carrying amount of the WE reporting unit is $2.2 billion as of the transition test date.

As of March 29, 2025, we maintain 11 reporting units, seven of which comprise our goodwill balance. These seven reporting units had an aggregate goodwill carrying amount of $28.8 billion at March 29, 2025.

Accumulated impairment losses to goodwill were $13.5 billion as of March 29, 2025 and December 28, 2024.

Additional Goodwill Considerations

As of their latest impairment test, which was the 2024 annual impairment test for all reporting units other than WE, our reporting units with 20% or less fair value over carrying amount had an aggregate goodwill carrying amount of $24.1 billion and included Taste Elevation, Ready Meals and Snacking (“TMS”), Away from Home & Kraft Heinz Ingredients (“AFH”), Meat & Cheese (“MC”), WE, and Canada and North America Coffee (“CNAC”). Our Hydration & Desserts (“HD”) and Asia reporting units had 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $4.6 billion as of our 2024 annual impairment test date.

Our reporting units that were impaired in 2024 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and our other reporting units that had 20% or less excess fair value over carrying amount as of our 2024 annual or the latest impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining reporting units had more than 20% excess fair value over carrying amount as of our 2024 annual or the latest impairment test, this amount is also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, discount rates, long-term growth rates, royalty rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets has led and could in the future lead to goodwill impairments.

Since our latest annual impairment test, our Company’s share price has been subject to significant volatility along with fluctuations experienced by other industry peers and much of the broader market. Our fair value determinations incorporate assumptions for future interest rates, stock market volatility, country risks and consideration of our market capitalization. Given the evolving nature and uncertainty in the market and the global economy due to the potential implications from tariffs, inflationary pressures, and other macroeconomic factors, we will continue to monitor these developments, as well as our response to these potential implications, to assess if their impacts are sustained. If we determine that these factors have a sustained impact on our long-term financial forecast and/or our share price, there is a heightened risk for impairments in the near future due to the significant number of reporting units with low excess fair value over carrying amount as described above.

During the first quarter of 2025, certain organizational changes were announced that are expected to impact our reporting unit composition within our North America segment. Our six North America reporting units — TMS, HD, MC, AFH, CNAC, and Other North America — will be reorganized into the five reporting units: Elevation; Hydration, Desserts, & Meals (“HDM”); Meat, Cheese, Coffee, & Snacks (“MCCS”); Canada; and Other North America. We have determined these changes will represent a change in composition for the TMS, HD, MC, AFH, and CNAC reporting units as they will be reorganized into Elevation, HDM, MCCS, and Canada reporting units. We are currently in the process of revising our internal reporting routines and processes, and refreshing our long-term forecast to reflect the new organizational structure. We expect these organizational changes will be completed and effective as of the first day of our third quarter of 2025 and will require a transition impairment test that will occur in conjunction with our annual impairment test in the third quarter of 2025.

Indefinite-lived intangible assets:

Changes in the carrying amount of indefinite-lived intangible assets, which primarily consisted of trademarks, were (in millions):

Balance at December 28, 2024	$	36,456
Translation adjustments and other	89
Balance at March 29, 2025	$	36,545

Our indefinite-lived intangible asset balance primarily consists of a number of individual brands, which had an aggregate carrying amount of $36.5 billion at March 29, 2025.

No events occurred during the three months ended March 29, 2025 or March 30, 2024 that indicated it was more likely than not that any brand was impaired.

Additional Indefinite-Lived Intangible Asset Considerations

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, income tax considerations, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our brands might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets has led and could in the future lead to intangible asset impairments.

Our brands that were impaired in 2024 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and other individual brands that had 20% or less excess fair value over carrying amount as of our 2024 annual impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Although the remaining brands had more than 20% excess fair value over carrying amount as of our 2024 annual impairment test, these amounts are also susceptible to impairments if any assumptions, estimates, or market factors significantly change in the future.

Since our latest annual impairment test, our Company’s share price has been subject to significant volatility along with fluctuations experienced by other industry peers and much of the broader market. Our fair value determinations incorporate assumptions for future interest rates, stock market volatility, country risks and consideration of our market capitalization. Given the evolving nature and uncertainty in the market and the global economy due to the potential implications from tariffs, inflationary pressures, and other macroeconomic factors, we will continue to monitor these developments, as well as our response to these potential implications, to assess if their impacts are sustained. If we determine that these factors have a sustained impact on our long-term financial forecast and/or our share price, there is a heightened risk for impairments in the near future due to the significant number of brands with low excess fair value over carrying amount as described above.

Definite-lived intangible assets:

Definite-lived intangible assets were (in millions):

	March 29, 2025						December 28, 2024
	Gross		Accumulated<br>Amortization		Net		Gross		Accumulated<br>Amortization		Net
Trademarks	$	2,413	$	(926)	$	1,487	$	2,392	$	(893)	$	1,499
Customer-related assets	3,683		(1,577)		2,106		3,665		(1,530)		2,135
Other	13		(4)		9		13		(4)		9
	$	6,109	$	(2,507)	$	3,602	$	6,070	$	(2,427)	$	3,643

Amortization expense for definite-lived intangible assets was $61 million for the three months ended March 29, 2025, and $64 million for the three months ended March 30, 2024. Aside from amortization expense, the change in definite-lived intangible assets from December 28, 2024 to March 29, 2025 is primarily related to the impacts of foreign currency.

We estimate that amortization expense related to definite-lived intangible assets will be approximately $240 million in 2025 and $240 million in each of the following five years.

Note 8. Income Taxes

The provision for income taxes consists of provisions for federal, state, and non-U.S. income taxes. We operate in an international environment; accordingly, the consolidated effective tax rate is a composite rate reflecting the earnings in various locations and the applicable tax rates. Additionally, the calculation of the percentage point impact of goodwill impairment and other items on the effective tax rate is affected by income/(loss) before income taxes. Further, small movements in tax rates due to a change in tax law or a change in tax rates that cause us to revalue our deferred tax balances produce volatility in our effective tax rate. Our quarterly income tax provision is determined based on our estimated full year effective tax rate, adjusted for tax attributable to infrequent or unusual items, which are recognized on a discrete period basis in the income tax provision for the period in which they occur.

Our estimated annual effective tax rate was 26.1% as of March 29, 2025, and 21.1% as of March 30, 2024. The year-over-year increase was primarily due to the changes made to our corporate entity structure in December 2024 in conjunction with the Pillar Two legislative developments made under the Organization for Economic Co-operation and Development (OECD). See our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on this change to our corporate entity structure.

Our effective tax rate for the three months ended March 29, 2025 was an expense of 29.9% on pre-tax income. Our effective tax rate was impacted by a less favorable geographic mix of pre-tax income in various non-U.S. jurisdictions primarily due to the changes made to our corporate entity structure in December 2024, and certain unfavorable discrete deferred tax adjustments.

Our effective tax rate for the three months ended March 30, 2024 was an expense of 21.9% on pre-tax income. Our effective tax rate was favorably impacted by the geographic mix of pre-tax income in various non-U.S. jurisdictions. This impact was partially offset by unfavorable items, primarily from establishing a valuation allowance on the deferred tax asset for the U.S. capital loss carryover generated from our divestiture activities.

The year-over-year increase in the effective tax rate for the three-month period was primarily driven by a less favorable geographic mix of pre-tax income in various non-U.S. jurisdictions primarily due to the changes made to our corporate entity structure in December 2024, and the unfavorable impact of certain discrete deferred tax adjustments.

Other Income Tax Matters:

We are currently under examination for income taxes by the IRS for the years 2018 through 2022. In the third quarter of 2023, we received two Notices of Proposed Adjustment (the “NOPAs”) relating to transfer pricing with our foreign subsidiaries. The NOPAs propose an increase to our U.S. taxable income that could result in additional U.S. federal income tax expense and liability of approximately $200 million for 2018 and approximately $210 million for 2019, excluding interest, and assert penalties of approximately $85 million for each of 2018 and 2019. We strongly disagree with the IRS’s positions, believe that our tax positions are well documented and properly supported, and intend to vigorously contest the positions taken by the IRS and pursue all available administrative and judicial remedies. Therefore, we have not recorded any reserves related to this issue. We continue to maintain the same operating model and transfer pricing methodology with our foreign subsidiaries that was in place for the years 2018 and 2019, and the IRS began its audit of 2020, 2021, and 2022 during the first quarter of 2024. We believe our income tax reserves are appropriate for all open tax years and that final adjudication of this matter will not have a material impact on our results of operations and cash flows. However, the ultimate outcome of this matter is uncertain, and if we are required to pay the IRS additional U.S. taxes, interest, and/or potential penalties, our results of operations and cash flows could be materially affected.

Note 9. Employees’ Stock Incentive Plans

Stock Options:

Our stock option activity and related information was:

	Number of Stock Options	Weighted Average Exercise Price<br>(per share)
Outstanding at December 28, 2024	6,720,421	$	46.44
Granted	936,208	30.71
Forfeited	(1,744,982)	50.34
Outstanding at March 29, 2025	5,911,647	42.79

Restricted Stock Units:

Our restricted stock unit (“RSU”) activity and related information was:

	Number of Units	Weighted Average Grant Date Fair Value <br>(per share)
Outstanding at December 28, 2024	6,705,507	$	37.31
Granted	2,235,994	30.88
Forfeited	(194,031)	35.89
Vested	(1,774,368)	38.54
Outstanding at March 29, 2025	6,973,102	34.98

The aggregate fair value of RSUs that vested during the period was $55 million for the three months ended March 29, 2025.

Performance Share Units:

Our performance share unit (“PSU”) activity and related information was:

	Number of Units	Weighted Average Grant Date Fair Value <br>(per share)
Outstanding at December 28, 2024	5,389,930	$	31.77
Granted	3,163,212	30.50
Forfeited(a)	(865,726)	32.96
Vested	(635,807)	34.47
Outstanding at March 29, 2025	7,051,609	30.81

(a)    Includes PSUs forfeited due to employee terminations and performance conditions that were not satisfied.

The aggregate fair value of PSUs that vested during the period was $20 million for the three months ended March 29, 2025.

Note 10. Postemployment Benefits

See our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on our postemployment-related accounting policies.

Pension Plans

Components of Net Pension Cost/(Benefit):

Net pension cost/(benefit) consisted of the following (in millions):

	For the Three Months Ended
	U.S. Plan				Non-U.S. Plans
	March 29, 2025		March 30, 2024		March 29, 2025		March 30, 2024
Service cost	$	—	$	—	$	1	$	2
Interest cost	33		34		14		14
Expected return on plan assets	(49)		(49)		(21)		(21)
Amortization of prior service costs/(credits)	—		—		1		—
Amortization of unrecognized losses/(gains)	—		—		3		3
Net pension cost/(benefit)	$	(16)	$	(15)	$	(2)	$	(2)

We present all non-service cost components of net pension cost/(benefit) within other expense/(income) on our condensed consolidated statements of income.

Employer Contributions:

Related to our non-U.S. pension plans, we contributed $1 million during the three months ended March 29, 2025 and plan to make further contributions of approximately $5 million during the remainder of 2025. We did not contribute to our U.S. pension plan during the three months ended March 29, 2025 and do not plan to make contributions during the remainder of 2025. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for the remainder of 2025. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual pension asset performance or interest rates, or other factors.

Postretirement Plans

Components of Net Postretirement Cost/(Benefit):

Net postretirement cost/(benefit) consisted of the following (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Service cost	$	1	$	1
Interest cost	7		8
Expected return on plan assets	(12)		(14)
Amortization of prior service costs/(credits)	(3)		(3)
Amortization of unrecognized losses/(gains)	(6)		(5)
Net postretirement cost/(benefit)	$	(13)	$	(13)

We present all non-service cost components of net postretirement cost/(benefit) within other expense/(income) on our condensed consolidated statements of income.

Employer Contributions:

During the three months ended March 29, 2025, we contributed $3 million to our postretirement benefit plans. We plan to make further contributions of approximately $8 million to our postretirement benefit plans during the remainder of 2025. Estimated future contributions take into consideration current economic conditions, which at this time are expected to have minimal impact on expected contributions for the remainder of 2025. Our actual contributions and plans may change due to many factors, including changes in tax, employee benefit, or other laws and regulations, tax deductibility, significant differences between expected and actual postretirement plan asset performance or interest rates, or other factors.

Note 11. Financial Instruments

See our consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on our overall risk management strategies, our use of derivatives, and our related accounting policies.

Derivative Volume:

The notional values of our outstanding derivative instruments were (in millions):

	Notional Amount
	March 29, 2025		December 28, 2024
Commodity contracts	$	1,097	$	1,152
Foreign exchange contracts	3,461		3,067
Cross-currency contracts	7,940		7,449

Fair Value of Derivative Instruments:

The fair values and the levels within the fair value hierarchy of derivative instruments recorded on the condensed consolidated balance sheets were (in millions):

	March 29, 2025
	Quoted Prices in Active Markets for Identical Assets and Liabilities<br>(Level 1)				Significant Other Observable Inputs <br>(Level 2)				Total Fair Value
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedging instruments:
Foreign exchange contracts(a)	$	—	$	—	$	28	$	13	$	28	$	13
Cross-currency contracts(b)	—		—		120		148		120		148
Derivatives not designated as hedging instruments:
Commodity contracts(c)	27		39		6		18		33		57
Foreign exchange contracts(a)	—		—		30		4		30		4
Cross-currency contracts(b)	—		—		13		13		13		13
Total fair value	$	27	$	39	$	197	$	196	$	224	$	235

(a)    At March 29, 2025, the fair value of our derivative assets was recorded in other current assets ($55 million) and other non-current assets ($3 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($14 million) and other non-current liabilities ($3 million).

(b)    At March 29, 2025, the fair value of our derivative assets was recorded in other current assets ($72 million) and other non-current assets ($61 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($31 million) and other non-current liabilities ($130 million).

(c)     At March 29, 2025, the fair value of our derivative assets was recorded in other current assets and the fair value of our derivative liabilities was recorded in other current liabilities ($56 million) and non-current liabilities ($1 million).

	December 28, 2024
	Quoted Prices in Active Markets for Identical Assets and Liabilities<br>(Level 1)				Significant Other Observable Inputs <br>(Level 2)				Total Fair Value
	Assets		Liabilities		Assets		Liabilities		Assets		Liabilities
Derivatives designated as hedging instruments:
Foreign exchange contracts(a)	$	—	$	—	$	45	$	9	$	45	$	9
Cross-currency contracts(b)	—		—		137		172		137		172
Derivatives not designated as hedging instruments:
Commodity contracts(c)	24		37		9		19		33		56
Foreign exchange contracts(a)	—		—		33		8		33		8
Total fair value	$	24	$	37	$	224	$	208	$	248	$	245

(a)    At December 28, 2024, the fair value of our derivative assets was recorded in other current assets ($71 million) and other non-current assets ($7 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($16 million) and other non-current liabilities ($1 million).

(b)    At December 28, 2024, the fair value of our derivative assets was recorded in other current assets ($69 million) and other non-current assets ($68 million), and the fair value of our derivative liabilities was recorded in other current liabilities ($34 million) and other non-current liabilities ($138 million).

(c)    At December 28, 2024, the fair value of our derivative assets was recorded in other current assets and the fair value of our derivative liabilities was recorded in other current liabilities ($55 million) and other non-current liabilities ($1 million).

Our derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. We elect to record the gross assets and liabilities of our derivative financial instruments on the condensed consolidated balance sheets. If the derivative financial instruments had been netted on the condensed consolidated balance sheets, the asset and liability positions each would have been reduced by $99 million at March 29, 2025 and $141 million at December 28, 2024. We had posted collateral related to commodity derivative margin requirements of $21 million at March 29, 2025 and $25 million at December 28, 2024, which were included in prepaid expenses on our condensed consolidated balance sheets.

Level 1 derivative financial assets and liabilities consist of commodity future and options contracts and are valued using quoted prices in active markets for identical assets and liabilities.

Level 2 derivative financial assets and liabilities consist of commodity swaps, foreign exchange forwards, options, and swaps, and cross-currency contracts. Commodity swaps are valued using an income approach based on the observable market commodity index prices less the contract rate multiplied by the notional amount. Foreign exchange forwards and swaps are valued using an income approach based on observable market forward rates less the contract rate multiplied by the notional amount. Foreign exchange options are valued using an income approach based on a Black-Scholes-Merton formula. This formula uses present value techniques and reflects the time value and intrinsic value based on observable market rates. Cross-currency contracts are valued based on observable market spot and swap rates.

We did not have any Level 3 derivative financial assets or liabilities in any period presented.

Our calculation of the fair value of derivative financial instruments takes into consideration the risk of nonperformance, including counterparty credit risk.

Net Investment Hedging:

At March 29, 2025, we had the following items designated as net investment hedges:

•Non-derivative foreign-currency denominated debt with principal amounts of €1.2 billion; and

•Cross-currency contracts with notional amounts of C$1.8 billion ($1.3 billion), €2.4 billion ($2.6 billion), JPY9.6 billion ($68 million), and CNY4.0 billion ($554 million).

The components of the gains and losses on our net investment in these designated foreign operations, driven by changes in foreign exchange rates, are economically offset by fair value movements on the effective portion of our cross-currency contracts and foreign exchange contracts.

Cash Flow Hedge Coverage:

At March 29, 2025, we had entered into foreign exchange contracts designated as cash flow hedges for periods not exceeding the next 2 years and into cross-currency contracts designated as cash flow hedges for periods not exceeding the next 4 years.

Fair Value Hedge Coverage:

At March 29, 2025, we had fair value hedges of the foreign currency exposure of both intercompany and external foreign currency denominated loans:

•Foreign exchange contracts with notional amounts of £400 million ($518 million) and the carrying value of the hedged item of $517 million is included in the long-term debt on the condensed consolidated balance sheets; and

•Cross-currency contracts with notional amounts of £683 million ($864 million) and MXN4.8 billion ($251 million) and carrying value of intercompany hedged items of $1.1 billion.

The gains/(losses) on the hedged item, driven by changes in foreign exchange rates, are economically offset by fair value movements on the effective portion of our cross-currency and foreign exchange contracts, which are reported in the same income statement line item in the same period. The amounts excluded from the assessment of effectiveness are recognized in earnings over the life of the hedge on a systematic and rational basis in the same line item as the hedged items.

Deferred Hedging Gains and Losses on Fair Value and Cash Flow Hedges:

Based on our valuation at March 29, 2025 and assuming market rates remain constant through contract maturities, we expect transfers to net income/(loss) of the existing losses reported in accumulated other comprehensive income/(losses) on interest rate cash flow hedges, foreign exchange fair value hedges, and cross-currency fair value hedges during the next 12 months to be insignificant. Additionally, we expect transfers to net income/(loss) of the existing gains reported in accumulated other comprehensive income/(losses) during the next 12 months on foreign exchange cash flow hedges to be approximately $15 million and on cross-currency cash flow hedges to be insignificant.

Derivative Impact on the Statements of Comprehensive Income:

The following table presents the pre-tax amounts of derivative gains/(losses) deferred into accumulated other comprehensive income/(losses) and the income statement line item that will be affected when reclassified to net income/(loss) (in millions):

Accumulated Other Comprehensive Income/(Losses) Component	Gains/(Losses) Recognized in Other Comprehensive Income/(Losses) Related to Derivatives Designated as Hedging Instruments				Location of Gains/(Losses) When Reclassified to Net Income/(Loss)
	For the Three Months Ended
	March 29, 2025		March 30, 2024
Cash flow hedges:
Foreign exchange contracts	$	(10)	$	19		Cost of products sold
Foreign exchange contracts (excluded component)	(1)		(4)			Cost of products sold
Foreign exchange contracts	(1)		—			SG&A
Foreign exchange contracts	—		21			Other expense/(income)
Foreign exchange contracts (excluded component)	—		(3)			Other expense/(income)
Cross-currency contracts	43		(36)			Other expense/(income)
Cross-currency contracts	(6)		(8)			Interest expense
Net investment hedges:
Cross-currency contracts	(30)		74			Other expense/(income)
Cross-currency contracts (excluded component)	9		12			Interest expense
Fair value hedges:
Foreign exchange contracts (excluded component)	(3)		—			Other expense/(income)
Cross-currency contracts (excluded component)	29		—			Other expense/(income)
Total gains/(losses) recognized in statements of comprehensive income	$	30	$	75

Derivative Impact on the Statements of Income:

The following tables present the pre-tax amounts of derivative gains/(losses) recorded to net income/(loss) and the affected income statement line items (in millions):

	For the Three Months Ended
	March 29, 2025				March 30, 2024
	Cost of products sold		Interest expense		Other expense/(income)		Cost of products sold		Interest expense		Other expense/(income)
Total amounts presented in the condensed consolidated statements of income in which the following effects were recorded	$	3,935	$	229	$	(51)	$	4,168	$	226	$	47
Gains/(losses) related to derivatives designated as hedging instruments:
Cash flow hedges:(a)
Foreign exchange contracts	$	10	$	—	$	—	$	3	$	—	$	21
Foreign exchange contracts (excluded component)	(1)		—		—		(2)		—		—
Cross-currency contracts	—		(6)		74		—		(8)		(44)
Net investment hedges:(a)
Cross-currency contracts (excluded component)	—		9		—		—		12		—
Fair Value hedges:
Cross-currency contracts	—		—		(34)		—		—		—
Cross-currency contracts (excluded component)(b)	—		—		3		—		—		—
Hedged items(b)	—		—		34		—		—		—
Gains/(losses) related to derivatives not designated as hedging instruments:
Commodity contracts	(11)		—		—		9		—		—
Foreign exchange contracts	—		—		9		—		—		8
Interest rates contracts(c)	—		—		—		—		—		(3)
Cross-currency contracts	—		—		1		—		—		(21)
Total gains/(losses) recognized in statements of income	$	(2)	$	3	$	87	$	10	$	4	$	(39)

(a)    Represents the pre-tax amounts of derivative gains/(losses) reclassified from accumulated other comprehensive income/(losses) to net income/(loss).

(b)    Represents the pre-tax amounts of the hedge and hedged items gains/(losses) in fair value hedges.

(c)    Represents recognition of realized hedge losses resulting from the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring.

Non-Derivative Impact on Statements of Comprehensive Income:

Related to our non-derivative foreign currency denominated debt instruments designated as net investment hedges, we recognized pre-tax losses of $49 million for the three months ended March 29, 2025 and pre-tax gains of $24 million for the three months ended March 30, 2024. These amounts were recognized in other comprehensive income/(loss).

Available-for-sale securities:

We invest in certain marketable fixed-income debt securities that are classified as available-for-sale. Our available-for-sale securities are reported at fair value based on pricing models and quoted market prices adjusted for credit and non-performance risk. Highly liquid investments with maturities of 90 days or less are included in cash and cash equivalents on our condensed consolidated balance sheets. Investments with maturities of greater than 90 days but less than 12 months are presented as marketable securities on our condensed consolidated balance sheets. We did not hold any investments with maturities exceeding 12 months.

We classify our investments in commercial paper and corporate bonds as Level 2 as such investments are valued through consultation and evaluation with brokers in the institutional market using quoted prices and other observable market data.

Unrealized holding gains/(losses) are deferred into accumulated other comprehensive income/(losses) until the security is settled or sold. We evaluate whether losses related to our available-for-sale debt securities are due to credit or non-credit factors, which includes an assessment of the financial condition of the issuer and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. Credit-related losses are recognized through other expense/

(income) in the period incurred, and non-credit related losses are deferred into accumulated other comprehensive income/(losses) until they are sold.

The following table presents our available-for-sale debt securities’ amortized cost basis, fair value and unrealized gains and losses by significant investment category (in millions):

	March 29, 2025
	Amortized Cost Basis(a)		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Debt securities:
Corporate bonds	$	146	$	—	$	—	$	146
Commercial paper	856		—		(1)		855
Total	$	1,002	$	—	$	(1)	$	1,001

(a)    Amortized cost basis excludes approximately $1 million of accrued interest.

We purchased approximately $1.2 billion in corporate bonds and commercial paper and received approximately $156 million in proceeds from maturity of corporate bonds and commercial paper for the three months ended March 29, 2025. During the same period, no investments in corporate bonds and commercial paper were sold prior to maturity. We recognized no direct write-off’s or allowances for credit losses in earnings for the three months ended March 29, 2025. Cash flows related to the purchases and sale/maturity of these marketable securities are classified in the condensed consolidated statements of cash flows within investing activities.

The carrying values of our available-for-sale debt securities were included in the following line items in our condensed consolidated balance sheet (in millions):

	March 29, 2025
Cash and cash equivalents	$	327
Marketable securities	674
Total	$	1,001

The contractual maturities of these available-for-sale debt securities are all within one-year as of March 29, 2025. We had no available-for-sale debt securities as of December 28, 2024.

Note 12. Accumulated Other Comprehensive Income/(Losses)

The components of, and changes in, accumulated other comprehensive income/(losses), net of tax, were as follows (in millions):

	Foreign Currency Translation Adjustments		Net Postemployment Benefit Plan Adjustments		Net Cash Flow Hedge Adjustments		Net Fair Value Hedges		Net Available-for-Sale Debt Securities		Total
Balance as of December 28, 2024	$	(2,999)	$	29	$	81	$	(26)	$	—	$	(2,915)
Foreign currency translation adjustments	309		—		—		—		—		309
Net deferred gains/(losses) on net investment hedges	(60)		—		—		—		—		(60)
Amounts excluded from the effectiveness assessment of net investment hedges	7		—		—		—		—		7
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)	(7)		—		—		—		—		(7)
Net deferred gains/(losses) on cash flow hedges	—		—		20		—		—		20
Amounts excluded from the effectiveness assessment of cash flow hedges	—		—		(1)		—		—		(1)
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)	—		—		(58)		—		—		(58)
Amounts excluded from the effectiveness assessment of fair value hedges	—		—		—		19		—		19
Net deferred losses/(gains) on fair value hedges reclassified to net income/(loss)	—		—		—		(2)		—		(2)
Net deferred gains/(losses) on available-for-sale debt securities	—		—		—		—		(1)		(1)
Net postemployment benefit losses/(gains) reclassified to net income/(loss)	—		(4)		—		—		—		(4)
Total other comprehensive income/(loss)	249		(4)		(39)		17		(1)		222
Balance as of March 29, 2025	$	(2,750)	$	25	$	42	$	(9)	$	(1)	$	(2,693)

The gross amount and related tax benefit/(expense) recorded in, and associated with, each component of other comprehensive income/(loss) were as follows (in millions):

	For the Three Months Ended
	March 29, 2025						March 30, 2024
	Before Tax Amount		Tax		Net of Tax Amount		Before Tax Amount		Tax		Net of Tax Amount
Foreign currency translation adjustments	$	309	$	—	$	309	$	(156)	$	—	$	(156)
Net deferred gains/(losses) on net investment hedges	(79)		19		(60)		98		(24)		74
Amounts excluded from the effectiveness assessment of net investment hedges	9		(2)		7		12		(2)		10
Net deferred losses/(gains) on net investment hedges reclassified to net income/(loss)	(9)		2		(7)		(12)		3		(9)
Net deferred gains/(losses) on cash flow hedges	26		(6)		20		(4)		12		8
Amounts excluded from the effectiveness assessment of cash flow hedges	(1)		—		(1)		(7)		5		(2)
Net deferred losses/(gains) on cash flow hedges reclassified to net income/(loss)	(77)		19		(58)		33		(19)		14
Amounts excluded from the effectiveness assessment of fair value hedges	26		(7)		19		—		—		—
Net deferred losses/(gains) on fair value hedges reclassified to net income/(loss)	(3)		1		(2)		—		—		—
Net deferred gains/(losses) on available-for-sale debt securities	(1)		—		(1)		—		—		—
Net postemployment benefit losses/(gains) reclassified to net income/(loss)	(5)		1		(4)		(5)		1		(4)

The amounts reclassified from accumulated other comprehensive income/(losses) were as follows (in millions):

Accumulated Other Comprehensive Income/(Losses) Component	Reclassified from Accumulated Other Comprehensive Income/(Losses) to Net Income/(Loss)				Affected Line Item in the Statements of Income
	For the Three Months Ended
	March 29, 2025		March 30, 2024
Losses/(gains) on net investment hedges:
Cross-currency contracts(a)	$	(9)	$	(12)		Interest expense
Losses/(gains) on cash flow hedges:
Foreign exchange contracts(b)	(9)		(1)			Cost of products sold
Foreign exchange contracts(b)	—		(21)			Other expense/(income)
Cross-currency contracts(b)	(74)		44			Other expense/(income)
Cross-currency contracts(b)	6		8			Interest expense
Interest rate contracts(c)	—		3			Other expense/(income)
Losses/(gains) on fair value hedges:
Cross-currency contracts(d)	(3)		—			Other expense/(income)
Losses/(gains) on hedges before income taxes	(89)		21
Losses/(gains) on hedges, income taxes	22		(16)
Losses/(gains) on hedges	$	(67)	$	5
Losses/(gains) on postemployment benefits:
Amortization of unrecognized losses/(gains)(e)	$	(3)	$	(2)
Amortization of prior service costs/(credits)(e)	(2)		(3)
Losses/(gains) on postemployment benefits before income taxes	(5)		(5)
Losses/(gains) on postemployment benefits, income taxes	1		1
Losses/(gains) on postemployment benefits	$	(4)	$	(4)

(a)    Represents recognition of the excluded component in net income/(loss).

(b)    Includes amortization of the excluded component and the effective portion of the related hedges.

(c)    Represents recognition of realized hedge losses resulting from the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring.

(d)    Represents amortization of the excluded component.

(e)    These components are included in the computation of net periodic postemployment benefit costs. See Note 10, Postemployment Benefits, for additional information.

In this note we have excluded activity and balances related to noncontrolling interest due to their insignificance. This activity was primarily related to foreign currency translation adjustments.

Note 13. Financing Arrangements

Trade Payables Programs:

We maintain agreements with third party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell one or more of those payment obligations to participating financial institutions. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions related to these programs. We pledged no assets or other forms of guarantees in connection with our trade payable programs. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 250 days. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. Supplier participation in these agreements is voluntary. The amounts confirmed outstanding under these programs were $743 million at March 29, 2025 and $745 million at December 28, 2024. The amounts were included in accounts payable on our condensed consolidated balance sheets.

Note 14. Commitments, Contingencies, and Debt

Legal Proceedings

We are involved in legal proceedings, claims, and governmental inquiries, inspections, or investigations (“Legal Matters”) arising in the ordinary course of our business. While we cannot predict with certainty the results of Legal Matters in which we are currently involved or may in the future be involved, we do not expect that the ultimate costs to resolve the Legal Matters that are currently pending will have a material adverse effect on our financial condition, results of operations, or cash flows.

Class Actions and Stockholder Derivative Actions:

Certain of The Kraft Heinz Company’s current and former officers and directors and 3G Capital, Inc. and several of its subsidiaries affiliates (the “3G Entities”) were named as defendants in a consolidated stockholder derivative action, In re Kraft Heinz Company Derivative Litigation, which was filed 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.

Environmental Actions:

Since March 2024, the Company has been engaged in ongoing discussions with the U.S. Department of Justice, joined by the U.S. Environmental Protection Agency (“U.S. EPA”) and the Indiana Department of Environmental Management, concerning alleged violations of the Clean Water Act related to a Company facility in Kendallville, Indiana. Previously, the Company entered into an Administrative Order on Consent with the U.S. EPA that requires the Company to implement a compliance plan to address related alleged violations of the Clean Water Act related to the facility in Kendallville, Indiana. While we cannot predict with certainty the resolution of these discussions, we do not expect that the ultimate costs to resolve this matter will have a material adverse effect on our financial condition, results of operations, or cash flows.

Since September 2021, the Company has been involved in an administrative proceeding with the environmental authority from the State of Goiás (“SEMAD”) regarding alleged pollution in the Capivara stream related to a Company facility in Brazil. In March 2025, SEMAD issued a first instance administrative decision maintaining the initial infraction notice. Given that there are several available levels of appeal from this decision, we cannot predict with certainty the resolution of this matter, however we do not expect that the ultimate costs to resolve will have a material adverse effect on our financial condition, results of operations, or cash flows.

Debt

We may from time to time seek to retire or purchase our outstanding debt through redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately negotiated transactions, Rule 10b5-1 plans, or otherwise.

Borrowing Arrangements:

See Note 16, Debt, to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024 for information on our borrowing arrangements.

Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all financial covenants as of March 29, 2025.

Debt Issuances:

2025 Debt Issuance

In the first quarter of 2025, KHFC, our 100% owned operating subsidiary, issued 600 million euro aggregate principal amount of 3.250% senior notes due March 2033, $500 million aggregate principal amount of 5.200% senior notes due March 2032, and $500 million aggregate principal amount of 5.400% senior notes due March 2035 (collectively, the “2025 Notes”). The 2025 Notes are fully and unconditionally guaranteed by The Kraft Heinz Company as to payment of principal, premium, and interest on a senior unsecured basis.

2024 Debt Issuance

In the first quarter of 2024, KHFC, our 100% owned operating subsidiary, issued 550 million euro aggregate principal amount of 3.500% senior notes due March 2029 (the “2024 Notes”). The 2024 Notes are fully and unconditionally guaranteed by The Kraft Heinz Company as to payment of principal, premium, and interest on a senior unsecured basis. We used the net proceeds from the 2024 Notes for general corporate purposes, including to fund the repayment of our 550 million euro senior notes that matured in May 2024.

Debt Issuance Costs:

Debt issuance costs related to the 2025 Notes were insignificant.

Fair Value of Debt:

At March 29, 2025, the aggregate fair value of our total debt was $20.6 billion as compared with a carrying value of $21.6 billion. At December 28, 2024, the aggregate fair value of our total debt was $18.7 billion as compared with a carrying value of $19.9 billion. Our short-term debt had a carrying value that approximated its fair value at March 29, 2025 and December 28, 2024. We determined the fair value of our long-term debt using Level 2 inputs. Fair values are generally estimated based on quoted market prices for identical or similar instruments.

Synthetic Lease Arrangements:

In June 2023, we entered into a non-cancellable synthetic lease for a distribution facility, for which we are the construction agent, for which we now anticipate the estimated construction cost to be approximately $625 million. The lease will commence upon completion of construction of the facility which is now expected to be in the later part of 2027. The term of the lease is five years after commencement. At the end of the lease term, we will be required to either purchase the facility or, in the event that option is not elected, to remarket the facility. Upon lease commencement, the lease classification, right-of-use asset, and lease liability will be determined and recorded. The lease arrangement contains a residual value guarantee of 100% of the total construction cost. The construction agreement and lease contain covenants that are consistent with our Senior Credit Facility.

Note 15. Earnings Per Share

Our earnings per common share (“EPS”) were:

	For the Three Months Ended
	March 29, 2025		March 30, 2024
	(in millions, except per share data)
Basic Earnings Per Common Share:
Net income/(loss) attributable to common shareholders	$	712	$	801
Weighted average shares of common stock outstanding	1,194		1,214
Net earnings/(loss)	$	0.60	$	0.66
Diluted Earnings Per Common Share:
Net income/(loss) attributable to common shareholders	$	712	$	801
Weighted average shares of common stock outstanding	1,194		1,214
Effect of dilutive equity awards	4		9
Weighted average shares of common stock outstanding, including dilutive effect	1,198		1,223
Net earnings/(loss)	$	0.59	$	0.66

We use the treasury stock method to calculate the dilutive effect of outstanding equity awards in the denominator for diluted EPS. Anti-dilutive shares were 6 million for the three months ended March 29, 2025 and 6 million for the three months ended March 30, 2024.

Note 16. Segment Reporting

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”). We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.

Our chief operating decision maker (“CODM”), Carlos Abrams-Rivera, Chief Executive Officer, evaluates segment performance based on several factors, including net sales and Segment Adjusted Operating Income. Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters. Segment Adjusted Operating Income is a financial measure that assists our CODM in comparing our performance on a consistent basis by removing the impact of certain items that our CODM believes do not directly reflect our underlying operations. Our CODM also considers monthly budget-to-actual variances and year-over-year performance of Segment Adjusted Operating Income when making decisions about allocating resources to our segments. Our CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

Emerging Markets represents the aggregation of our WEEM and AEM operating segments. Segment Adjusted Operating Income for WEEM and AEM is the measure reported to our chief operating decision maker for purposes of making decisions about allocating resources to these operating segments and assessing their performance.

Net sales by segment were (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Net sales:
North America	$	4,488	$	4,828
International Developed Markets	817		855
Total segment net sales	5,305		5,683
Emerging Markets net sales	694		728
Total net sales	$	5,999	$	6,411

Segment Adjusted Operating Income was (in millions):

	For the Three Months Ended
	March 29, 2025						March 30, 2024
	North America		International Developed Markets		Total		North America		International Developed Markets		Total
Net Sales	$	4,488	$	817			$	4,828	$	855
Adjusted Cost of Products Sold(a)	2,871		568				3,076		587
Other segment items(b)	516		122				537		132
Segment Adjusted Operating Income	$	1,101	$	127	$	1,228	$	1,215	$	136	$	1,351
Emerging Markets					99						82
General corporate expenses					(128)						(168)
Restructuring activities					(4)						3
Unrealized gains/(losses) on commodity hedges					1						34
Operating income/(loss)					1,196						1,302
Interest expense					229						226
Other expense/(income)					(51)						47
Income/(loss) before income taxes					$	1,018					$	1,029

(a)    Adjusted Cost of Products Sold is defined as cost of products sold excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters.

(b)    Other segment items for North America and International Developed Markets includes SG&A, primarily for marketing and advertising expenses, employee compensation-related expenses, amortization of definite-lived intangible assets, and research and development costs.

Total depreciation and amortization expense by segment was (in millions):

	March 29, 2025		March 30, 2024
Depreciation and amortization expense:
North America	$	155	$	146
International Developed Markets	36		40
Total segment depreciation and amortization expense	191		186
Emerging Markets	28		27
General corporate expenses	12		17
Total depreciation and amortization expense	$	231	$	230

Total capital expenditures by segment were (in millions):

	March 29, 2025		March 30, 2024
Capital expenditures:
North America	$	139	$	177
International Developed Markets	45		64
Total segment capital expenditures	184		241
Emerging Markets	26		34
General corporate expenses	28		19
Total capital expenditures	$	238	$	294

We manage our product portfolio through eight consumer-driven product platforms: Taste Elevation, Easy Ready Meals, Substantial Snacking, Desserts, Hydration, Cheese, Coffee, and Meats. A platform is a lens created for the portfolio based on a grouping of consumer needs. The platforms help us to manage and organize our business effectively by providing insight into our various product categories and brands.

Taste Elevation includes condiments, sauces, dressings, and spreads. Easy Ready Meals includes Kraft Mac & Cheese varieties, frozen potato products, and other frozen meals. Substantial Snacking includes Lunchables meal kits, frozen snacks, and pickles. Desserts includes dry packaged desserts, refrigerated ready to eat desserts, and other dessert toppings. Hydration includes ready to drink beverages, powdered beverages, and liquid concentrates. Cheese includes American sliced and recipe cheeses. Coffee includes mainstream coffee, coffee pods, and premium coffee. Meats includes cold cuts, bacon, and hot dogs.

Each platform is assigned a role within our business to help inform our resource allocation and investment decisions, which are made at the operating segment level. These roles include: Accelerate, Protect, and Balance. Our Accelerate role contains platforms that are expected to have high growth potential, generate higher gross margins, and are in markets in which we have higher market share. Our Protect role contains platforms that are expected to have moderate growth potential, tend to generate higher gross margins, and are in markets in which we have higher market share. Our Balance role contains platforms that include commodity-heavy categories with relatively flat growth potential but help us to maintain our brand footprint.

Net sales by platform were (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
ACCELERATE
Taste Elevation	$	2,669	$	2,803
Easy Ready Meals	1,018		1,116
Substantial Snacking	395		443
Total Accelerate	4,082		4,362
PROTECT
Desserts	223		241
Hydration	502		534
Total Protect	725		775
BALANCE
Cheese	400		413
Coffee	220		221
Meats	473		511
Other	99		129
Total Balance	1,192		1,274
Total net sales	$	5,999	$	6,411

Note 17. Other Financial Data

Condensed Consolidated Statements of Income Information

Other expense/(income) consists of the following (in millions):

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Amortization of postemployment benefit plans prior service costs/(credits)	$	(2)	$	(3)
Net pension and postretirement non-service cost/(benefit)(a)	(31)		(30)
Loss/(gain) on sale of business	—		80
Interest income	(23)		(16)
Foreign exchange losses/(gains)	58		(27)
Derivative losses/(gains)	(53)		39
Other miscellaneous expense/(income)	—		4
Other expense/(income)	$	(51)	$	47

(a)    Excludes amortization of postemployment benefit plans prior service costs/(credits).

We present all non-service cost components of net pension cost/(benefit) and net postretirement cost/(benefit) within other expense/(income) on our condensed consolidated statements of income. See Note 10, Postemployment Benefits, for additional information on these components, including any curtailments and settlements, as well as information on our prior service costs/(credits) amortization. See Note 11, Financial Instruments, for information related to our derivative impacts.

Other expense/(income) was $51 million of income for the three months ended March 29, 2025 compared to $47 million of expense for the three months ended March 30, 2024. This change was primarily driven by a $53 million net gain on derivative activities in the first quarter of 2025 compared to a $39 million net loss on derivative activities in the first quarter of 2024, no net loss/(gain) on the sale of business in the first quarter of 2025 compared to an $80 million net loss on the sale of business in the first quarter of 2024, $23 million in interest income in the first quarter of 2025 compared to $16 million in interest income in the first quarter of 2024, no other miscellaneous expense/(income) in the first quarter of 2025 compared to $4 million of expense in other miscellaneous expenses in the first quarter of 2024, and a $31 million net pension and postretirement non-service benefit in the first quarter of 2025 compared to a $30 million net pension and postretirement non-service benefit in the first quarter of 2024. These positive impacts on other expense/(income) were partially offset by a $58 million net foreign exchange loss in the first quarter of 2025 compared to a $27 million net foreign exchange gain in the first quarter of 2024.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Objective:

The following discussion provides an analysis of our financial condition and results of operations from management's perspective and should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q. Our objective is to also provide discussion of material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or of future financial condition and to offer information that provides an understanding of our financial condition, results of operations, and cash flows.

Description of the Company:

We manufacture and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee, and other grocery products throughout the world.

We manage our operating results through four operating segments: North America, Europe and Pacific Developed Markets (“EPDM” or “International Developed Markets”), West and East Emerging Markets (“WEEM”), and Asia Emerging Markets (“AEM”). We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.

See Note 16, Segment Reporting, in Item 1, Financial Statements, for our financial information by segment.

Acquisitions and Divestitures:

In the first quarter of 2024, we closed the sale of the Russia Infant Transaction and the Papua New Guinea Transaction, both within Emerging Markets. See Note 4, Acquisitions and Divestitures, in Item 1, Financial Statements, for additional information on divestiture activities.

Business Trends and Items Affecting Comparability of Financial Results

Inflation, Supply Chain, and Tariff Impacts:

During the three months ended March 29, 2025, we continued to experience inflationary pressures at rates in line with those experienced throughout 2024. We are closely monitoring the recent tariff and trade policy actions changes taken by the United States and foreign governments. As the situation continues to remain fluid due to the rapidly changing global trade environment, we are still evaluating the potential implications of these actions on our business. If enacted as currently outlined, we expect that the proposed trade policy changes would primarily impact a subset of our North America segment (primarily within our Hydration and Coffee platforms). We anticipate an increase in cost of products sold due to certain raw materials currently sourced from outside of the U.S. as well as the impact of tariffs on certain products that are part of our integrated supply chain that spans the U.S. and Canada. During the three months ended March 29, 2025, these tariff actions have not had a significant impact on our results of operations; however, we have experienced increased foreign currency exchange rate volatility, which we attribute, in part, to the rapidly changing global trade environment.

While the ultimate impact of tariffs remains uncertain and we anticipate taking measures to attempt to mitigate these negative cost impacts, these tariff and trade policy actions may have a material impact on our results of operations. Further, we expect that there could be a difference between the timing of when these mitigation actions impact our results of operations and when the cost inflation is incurred, and that any pricing actions we take could negatively impact our market share.

Results of Operations

We disclose in this report certain non-GAAP financial measures. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our underlying operations. For additional information and reconciliations to the most closely comparable financial measures presented in our condensed consolidated financial statements, which are calculated in accordance with U.S. GAAP see Non-GAAP Financial Measures.

Consolidated Results of Operations

Summary of Results:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions, except per share data)
Net sales	$	5,999	$	6,411	(6.4)	%
Operating income/(loss)	1,196		1,302		(8.1)	%
Net income/(loss)	714		804		(11.2)	%
Net income/(loss) attributable to common shareholders	712		801		(11.1)	%
Diluted EPS	0.59		0.66		(10.6)	%

Net Sales:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions)
Net sales	$	5,999	$	6,411	(6.4)	%
Organic Net Sales(a)	6,083		6,383		(4.7)	%

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Net sales decreased 6.4% to $6.0 billion for the three months ended March 29, 2025 compared to $6.4 billion for the three months ended March 30, 2024, including the unfavorable impacts of foreign currency (1.6 pp) and acquisitions and divestitures (0.1 pp). Organic Net Sales decreased 4.7% to $6.1 billion for the three months ended March 29, 2025 compared to $6.4 billion for the three months ended March 30, 2024, primarily due to the unfavorable volume/mix (5.6 pp), which more than offset higher pricing (0.9 pp). Higher pricing in North America and Emerging Markets was partially offset by lower pricing in International Developed Markets. Volume/mix was unfavorable across all segments.

Net Income/(Loss):

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions)
Operating income/(loss)	$	1,196	$	1,302	(8.1)	%
Net income/(loss)	714		804		(11.2)	%
Net income/(loss) attributable to common shareholders	712		801		(11.1)	%
Adjusted Operating Income(a)	1,199		1,265		(5.2)	%

(a)    Adjusted Operating Income is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Operating income/(loss) decreased 8.1% to income of $1.2 billion for the three months ended March 29, 2025 compared to income of $1.3 billion for the three months ended March 30, 2024, primarily due to unfavorable volume/mix, unfavorable changes in unrealized losses/(gains) on commodity hedges, and increased procurement cost inflation, which more than offset our efficiency initiatives. These unfavorable impacts to operating income/(loss) were partially offset by decreased selling, general and administrative expenses (“SG&A”), primarily due to lower variable compensation expense and decreased advertising expenses, and higher pricing.

Net income/(loss) decreased 11.2% to income of $714 million for the three months ended March 29, 2025 compared to income of $804 million for the three months ended March 30, 2024. This decrease was due to the unfavorable changes in operating income/(loss) factors discussed above and higher income tax expense, partially offset by the favorable changes in other expense/(income).

•Our effective tax rate for the three months ended March 29, 2025 was an expense of 29.9% on pre-tax income, compared to an expense of 21.9% on pre-tax income for the three months ended March 30, 2024. The year-over-year increase in the effective tax rate for the three-month period was primarily driven by a less favorable geographic mix of pre-tax income in various non-U.S. jurisdictions primarily due to the changes made to our corporate entity structure in December 2024, and the unfavorable impact of certain discrete deferred tax adjustments.

•Other expense/(income) was $51 million of income for the three months ended March 29, 2025 compared to $47 million of expense for the three months ended March 30, 2024. This change was primarily driven by an $80 million net loss on the sale of business in the first quarter of 2024 and $92 million of favorable changes in derivative losses/(gains), partially offset by $85 million of unfavorable changes in net foreign exchange losses/(gains).

Adjusted Operating Income decreased 5.2% to $1.2 billion for the three months ended March 29, 2025 compared to $1.3 billion for the three months ended March 30, 2024, primarily driven by unfavorable volume/mix, increased procurement cost inflation, which more than offset our efficiency initiatives, and the unfavorable impact of foreign currency (0.8 pp). These unfavorable impacts more than offset decreased SG&A, primarily due to lower variable compensation expense and decreased advertising expenses, and higher pricing.

Diluted EPS:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
Diluted EPS	$	0.59	$	0.66	(10.6)	%
Adjusted EPS(a)	0.62		0.69		(10.1)	%

(a)    Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Diluted EPS decreased 10.6% to $0.59 for the three months ended March 29, 2025 compared to $0.66 for the three months ended March 30, 2024, primarily due to the net income/(loss) factors discussed above, which more than offset the favorable impact of our common stock repurchases.

	For the Three Months Ended
	March 29, 2025		March 30, 2024		Change	% Change
Diluted EPS	$	0.59	$	0.66		(10.6)	%
Restructuring activities	0.01		—		0.01
Unrealized losses/(gains) on commodity hedges	—		(0.02)		0.02
Losses/(gains) on sale of business	—		0.05		(0.05)
Nonmonetary currency devaluation	0.01		—		0.01
Certain significant discrete income tax items	0.01		—		0.01
Adjusted EPS(a)	$	0.62	$	0.69		(10.1)	%
Key drivers of change in Adjusted EPS(a):
Results of operations
Other expense/(income)					0.01
Effective tax rate					(0.06)
Effect of common stock repurchases(b)					0.02

All values are in US Dollars.

(a)    Adjusted EPS is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

(b)    Includes the impact of the change in the weighted average shares of common stock outstanding, including dilutive effect, which is primarily due to shares purchased pursuant to our publicly announced share repurchase program. See Note 15, Earnings Per Share, for more information on our weighted average shares outstanding.

Adjusted EPS decreased 10.1% to $0.62 for the three months ended March 29, 2025 compared to $0.69 for the three months ended March 30, 2024. This decrease was primarily due to lower Adjusted Operating Income and higher taxes on adjusted earnings, which more than offset the favorable impact of our common stock repurchases and favorable changes in other expense/(income).

Results of Operations by Segment

We manage our operating results through four operating segments. We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of WEEM and AEM, are combined and disclosed as Emerging Markets.

Management evaluates segment performance based on several factors, including net sales, Organic Net Sales, and Segment Adjusted Operating Income. Segment Adjusted Operating Income is defined as operating income/(loss) excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters. Segment Adjusted Operating Income for Emerging Markets, which represents the aggregation of our WEEM and AEM operating segments, is defined and presented consistently with the Segment Adjusted Operating Income of our reportable segments — North America and International Developed Markets. Segment Adjusted Operating Income is a financial measure that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. Management also uses Segment Adjusted Operating Income to allocate resources.

Under highly inflationary accounting, the financial statements of a subsidiary are remeasured into our reporting currency (U.S. dollars) based on the legally available exchange rate at which we expect to settle the underlying transactions. Exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in other expense/(income) on our condensed consolidated statements of income, as nonmonetary currency devaluation, rather than accumulated other comprehensive income/(losses) on our condensed consolidated balance sheets, until such time as the economy is no longer considered highly inflationary. See Note 2, Significant Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024, for additional information. We apply highly inflationary accounting to the results of our subsidiaries in Venezuela, Turkey, and Egypt, which are all in Emerging Markets.

Net Sales:

	For the Three Months Ended
	March 29, 2025		March 30, 2024
	(in millions)
Net sales:
North America	$	4,488	$	4,828
International Developed Markets	817		855
Emerging Markets	694		728
Total net sales	$	5,999	$	6,411

Organic Net Sales:

	For the Three Months Ended
	March 29, 2025		March 30, 2024
	(in millions)
Organic Net Sales(a):
North America	$	4,515	$	4,828
International Developed Markets	840		855
Emerging Markets	728		700
Total Organic Net Sales	$	6,083	$	6,383

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Drivers of the changes in net sales and Organic Net Sales for the three months ended March 29, 2025 compared to the three months ended March 30, 2024 were:

	Net Sales		Currency	Acquisitions and Divestitures	Organic Net Sales		Price	Volume/Mix
For the Three Months Ended
North America	(7.0)	%	(0.5) pp	0.0 pp	(6.5)	%	0.6 pp	(7.1) pp
International Developed Markets	(4.4)	%	(2.7) pp	0.0 pp	(1.7)	%	(0.2) pp	(1.5) pp
Emerging Markets	(4.7)	%	(7.5) pp	(1.1) pp	3.9	%	4.3 pp	(0.4) pp
Kraft Heinz	(6.4)	%	(1.6) pp	(0.1) pp	(4.7)	%	0.9 pp	(5.6) pp

Adjusted Operating Income:

	For the Three Months Ended
	March 29, 2025		March 30, 2024
	(in millions)
Segment Adjusted Operating Income:
North America	$	1,101	$	1,215
International Developed Markets	127		136
Emerging Markets	99		82
General corporate expenses	(128)		(168)
Restructuring activities	(4)		3
Unrealized gains/(losses) on commodity hedges	1		34
Operating income/(loss)	1,196		1,302
Interest expense	229		226
Other expense/(income)	(51)		47
Income/(loss) before income taxes	$	1,018	$	1,029

North America:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions)
Net sales	$	4,488	$	4,828	(7.0)	%
Organic Net Sales(a)	4,515		4,828		(6.5)	%
Segment Adjusted Operating Income	1,101		1,215		(9.4)	%

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Net sales decreased 7.0% to $4.5 billion for the three months ended March 29, 2025 compared to $4.8 billion for the three months ended March 30, 2024, including the unfavorable impacts of foreign currency (0.5 pp). Organic Net Sales decreased 6.5% to $4.5 billion for the three months ended March 29, 2025 compared to $4.8 billion for the three months ended March 30, 2024, primarily due to unfavorable volume/mix (7.1 pp), which more than offset higher pricing (0.6 pp). Unfavorable volume/mix was primarily driven by declines in cream cheese, Meats, and Desserts due, in part, to the shift in Easter timing, as well as declines in Lunchables and Coffee. Higher pricing was taken in certain categories to mitigate higher input costs, primarily in coffee.

Segment Adjusted Operating Income decreased 9.4% to $1.1 billion for the three months ended March 29, 2025 compared to $1.2 billion for the three months ended March 30, 2024, primarily due to unfavorable volume/mix, increased procurement cost inflation, which more than offset our efficiency initiatives, higher depreciation expense, and the unfavorable impact of foreign currency (0.4 pp). These unfavorable impacts to Segment Adjusted Operating Income more than offset higher pricing and decreased SG&A, primarily due to lower variable compensation expense and decreased advertising expenses.

International Developed Markets:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions)
Net sales	$	817	$	855	(4.4)	%
Organic Net Sales(a)	840		855		(1.7)	%
Segment Adjusted Operating Income	127		136		(7.0)	%

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Net sales decreased 4.4% to $817 million for the three months ended March 29, 2025 compared to $855 million for the three months ended March 30, 2024, including the unfavorable impacts of foreign currency (2.7 pp). Organic Net Sales decreased 1.7% to $840 million for the three months ended March 29, 2025 compared to $855 million for the three months ended March 30, 2024, primarily due to unfavorable volume/mix (1.5 pp) and lower pricing (0.2 pp). Unfavorable volume/mix was primarily due to industry slowdowns of meals and sauces in the United Kingdom, which more than offset favorable volume/mix in Australia and New Zealand primarily driven by lapping a prior year inventory reduction by a regional customer.

Segment Adjusted Operating Income decreased 7.0% to $127 million for the three months ended March 29, 2025 compared to $136 million for the three months ended March 30, 2024, primarily driven by higher procurement costs, due, in part, to the impact of cocoa inflation in our Netherlands business, lower pricing, and the unfavorable impact of foreign currency (1.2 pp), which more than offset decreased SG&A, primarily for advertising expenses.

Emerging Markets:

	For the Three Months Ended
	March 29, 2025		March 30, 2024		% Change
	(in millions)
Net sales	$	694	$	728	(4.7)	%
Organic Net Sales(a)	728		700		3.9	%
Segment Adjusted Operating Income(b)	99		82		20.3	%

(a)    Organic Net Sales is a non-GAAP financial measure. See the Non-GAAP Financial Measures section at the end of this item.

(b)    Segment Adjusted Operating Income for Emerging Markets, which represents the combination of our WEEM and AEM operating segments, is defined and presented consistently with the Segment Adjusted Operating Income of our reportable segments - North America and International Developed Markets.

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Net sales decreased 4.7% to $694 million for the three months ended March 29, 2025 compared to $728 million for the three months ended March 30, 2024, including the unfavorable impacts of foreign currency (7.5 pp) and acquisitions and divestitures (1.1 pp). Organic Net Sales increased 3.9% to $728 million for the three months ended March 29, 2025 compared to $700 million for the three months ended March 30, 2024, primarily driven by higher pricing (4.3 pp), which more than offset unfavorable volume/mix (0.4 pp). Higher pricing was taken primarily in certain countries within WEEM to address inflationary pressures. Unfavorable volume/mix was due, in part, to the shift in Ramadan timing.

Segment Adjusted Operating Income increased 20.3% to $99 million for the three months ended March 29, 2025 compared to $82 million for the three months ended March 30, 2024, primarily due to higher pricing and lower SG&A. These favorable impacts to Segment Adjusted Operating Income more than offset higher supply chain costs reflecting inflationary pressure in WEEM, the unfavorable impact of foreign currency (8.3 pp), unfavorable volume/mix, and higher depreciation expense.

Liquidity and Capital Resources

We believe that cash generated from our operating activities, commercial paper programs, and our senior unsecured revolving credit facility (the “Senior Credit Facility”) will provide sufficient liquidity to meet our working capital needs, repayments of long-term debt, future contractual obligations, payment of our anticipated quarterly dividends, planned capital expenditures, restructuring expenditures, and contributions to our postemployment benefit plans for the next 12 months. An additional potential source of liquidity is access to capital markets. We intend to use our cash on hand and commercial paper programs for daily funding requirements.

Cash Flow Activity for the Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024:

Net Cash Provided by/Used for Operating Activities:

Net cash provided by operating activities was $720 million for the three months ended March 29, 2025 compared to $771 million for the three months ended March 30, 2024. This decrease was primarily driven by higher cash outflows related to inventories, primarily related to stock rebuilding for the current year due, in part, to the shift in Easter timing, as well as lower Adjusted Operating Income. These impacts were partially offset by lower cash outflows from variable compensation in the 2025 period compared to the 2024 period.

Net Cash Provided by/Used for Investing Activities:

Net cash used for investing activities was $878 million for the three months ended March 29, 2025 compared to $287 million for the three months ended March 30, 2024. This change was primarily driven by the purchase of marketable securities in the 2025 period, partially offset by lower capital expenditures in the 2025 period compared to the 2024 period. We expect 2025 capital expenditures to be approximately $1.0 billion compared to the 2024 capital expenditures of $1.0 billion. Our 2025 capital expenditures are expected to be primarily driven by maintenance projects, investments in technology, capital investments focused on generating growth, including cost improvements, capacity expansion, investments in warehouse, and automation.

Net Cash Provided by/Used for Financing Activities:

Net cash provided by financing activities was $900 million for the three months ended March 29, 2025 compared to net cash used for financing activities of $239 million for the three months ended March 30, 2024. This change was primarily driven by debt proceeds received from the issuance of the 2025 Notes in the current year period and decreased repurchases of common stock compared to the prior year period. See Note 14, Commitments, Contingencies, and Debt for additional information on our debt issuances.

Cash Held by International Subsidiaries:

Of the $2.1 billion cash and cash equivalents on our condensed consolidated balance sheet at March 29, 2025, $694 million was held by international subsidiaries.

Subsequent to January 1, 2018, we consider the unremitted earnings of certain international subsidiaries that impose local country taxes on dividends to be indefinitely reinvested. For those undistributed earnings considered to be indefinitely reinvested, our intent is to reinvest these funds in our international operations, and our current plans do not demonstrate a need to repatriate the accumulated earnings to fund our U.S. cash requirements. The amount of unrecognized deferred tax liabilities for local country withholding taxes that would be owed, if repatriated, related to our 2018 through 2025 accumulated earnings of certain international subsidiaries is approximately $90 million.

Our undistributed historic earnings in foreign subsidiaries through December 31, 2017 are currently not considered to be indefinitely reinvested. Our deferred tax liability associated with these undistributed historical earnings was insignificant at March 29, 2025 and December 28, 2024 and relates to local withholding taxes that would be owed when this cash is distributed.

Trade Payables Programs:

In order to manage our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which

include the extension of payment terms. We maintain agreements with third-party administrators that allow participating suppliers to track payment obligations from us, and, at the sole discretion of the supplier, sell one or more of those payment obligations to participating financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. Our current payment terms with our suppliers, which we deem to be commercially reasonable, generally range from 0 to 250 days. All amounts due to participating suppliers are paid to the third party on the original invoice due dates, regardless of whether a particular invoice was sold. The amounts confirmed outstanding under these programs were $743 million at March 29, 2025 and $745 million at December 28, 2024. The amounts were included in accounts payable on our consolidated balance sheets. See Note 13, Financing Arrangements, in Item 1, Financial Statements, for additional information on our trade payables programs.

Borrowing Arrangements:

From time to time, we obtain funding through our commercial paper programs. We had no commercial paper outstanding at March 29, 2025, at December 28, 2024, or during the three months ended March 29, 2025 or March 30, 2024.

Our Senior Credit Facility provides for a revolving commitment of $4.0 billion through July 8, 2029. Subject to certain conditions, we may increase the amount of revolving commitments and/or add tranches of term loans in a combined aggregate amount of up to $1.0 billion.

No amounts were drawn on our Senior Credit Facility at March 29, 2025 or December 28, 2024, or during the three months ended March 29, 2025 or March 30, 2024.

Our credit agreement contains customary representations, warranties, and covenants that are typical for these types of facilities and could, upon the occurrence of certain events of default, restrict our ability to access our Senior Credit Facility. We were in compliance with all financial covenants as of March 29, 2025.

Long-Term Debt:

Our long-term debt, including the current portion, was $21.6 billion at March 29, 2025 and $19.9 billion at December 28, 2024. This increase was primarily due to the issuance of the 2025 Notes, as well as changes in foreign currency exchange rates on our foreign-denominated debt.

In the first quarter of 2025, KHFC, our 100% owned operating subsidiary, issued 600 million euro aggregate principal amount of 3.250% senior notes due March 2033, $500 million aggregate principal amount of 5.200% senior notes due March 2032, and $500 million aggregate principal amount of 5.400% senior notes due March 2035 (collectively, the “2025 Notes”). We expect to use the net proceeds from the 2025 Notes for general corporate purposes, including our investment in certain marketable fixed-income debt securities that are classified as available-for-sale and to fund the repayment of outstanding indebtedness such as our 600 million euro senior notes that mature in May 2025 and our $1.9 billion senior notes that mature in June 2026.

We have aggregate principal amounts of senior notes of approximately 600 million euros maturing in May 2025.

We may from time to time seek to retire or purchase our outstanding debt through redemptions, tender offers, cash purchases, prepayments, refinancing, exchange offers, open market or privately negotiated transactions, Rule 10b5-1 plans, or otherwise.

Our long-term debt contains customary representations, covenants, and events of default. We were in compliance with all financial covenants as of March 29, 2025.

See Note 14, Commitments, Contingencies, and Debt, in Item 1, Financial Statements, for additional information on our long-term debt activity, Note 11, Financial Instruments, in Item 1, Financial Statements, for additional information on our available-for-sale securities, and Note 16, Debt, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on our borrowing arrangements and long-term debt.

Equity and Dividends:

We paid dividends on our common stock of $477 million for the three months ended March 29, 2025. Additionally, in the second quarter of 2025, our Board of Directors declared a cash dividend of $0.40 per share of common stock, which is payable on June 27, 2025 to stockholders of record on May 30, 2025.

The declaration of dividends is subject to the discretion of our Board of Directors and depends on various factors, including our net income, financial condition, cash requirements, future prospects, and other factors that our Board of Directors deems relevant to its analysis and decision making.

On November 27, 2023, we announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 billion, exclusive of fees, of the Company’s common stock through December 26, 2026. We are not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time. Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), privately negotiated transactions, transactions structured through investment banking institutions, or other means. We purchased 6.6 million shares during the three months ended March 29, 2025 and had approximately $1.7 billion remaining authorization under the share repurchase program as of March 29, 2025. The share repurchase program is in addition to our share repurchases to offset the dilutive effect of equity-based compensation.

Aggregate Contractual Obligations:

In the first quarter of 2025, we issued the 2025 Notes, which mature between 2032 and 2035. See Note 14, Commitments, Contingencies and Debt, in Item 1, Financial Statements, for additional information. There were no other material changes to our aggregate contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Supplemental Guarantor Information:

The Kraft Heinz Company (as the “Parent Guarantor”) fully and unconditionally guarantees all the senior unsecured registered notes (collectively, the “KHFC Senior Notes”) issued by KHFC, our 100% owned operating subsidiary (the “Guarantee”). See Note 14, Commitments, Contingencies, and Debt, in Item 1, Financial Statements, and Note 16, Debt, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024 for additional descriptions of these guarantees.

The payment of the principal, interest and premium, when applicable, on the KHFC Senior Notes is fully and unconditionally guaranteed on a senior unsecured basis by the Parent Guarantor, pursuant to the terms and conditions of the applicable indenture. None of the Parent Guarantor’s subsidiaries guarantee the KHFC Senior Notes.

The Guarantee is the Parent Guarantor’s senior unsecured obligation and is: (i) pari passu in right of payment with all of the Parent Guarantor’s existing and future senior indebtedness; (ii) senior in right of payment to all of the Parent Guarantor’s future subordinated indebtedness; (iii) effectively subordinated to all of the Parent Guarantor’s existing and future secured indebtedness to the extent of the value of the assets secured by that indebtedness; and (iv) effectively subordinated to all existing and future indebtedness and other liabilities of the Parent Guarantor’s subsidiaries.

The KHFC Senior Notes are obligations exclusively of KHFC and the Parent Guarantor and not of any of the Parent Guarantor’s other subsidiaries. Substantially all of the Parent Guarantor’s operations are conducted through its subsidiaries. The Parent Guarantor’s other subsidiaries are separate legal entities that have no obligation to pay any amounts due under the KHFC Senior Notes or to make any funds available therefor, whether by dividends, loans, or other payments. Except to the extent the Parent Guarantor is a creditor with recognized claims against its subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of its subsidiaries will have priority with respect to the assets of such subsidiaries over its claims (and therefore the claims of its creditors, including holders of the KHFC Senior Notes). Consequently, the KHFC Senior Notes are structurally subordinated to all liabilities of the Parent Guarantor’s subsidiaries and any subsidiaries that it may in the future acquire or establish. The obligations of the Parent Guarantor will terminate and be of no further force or effect in the following circumstances: (i) (a) KHFC’s exercise of its legal defeasance option or, except in the case of a guarantee of any direct or indirect parent of KHFC, covenant defeasance option in accordance with the applicable indenture, or KHFC’s obligations under the applicable indenture have been discharged in accordance with the terms of the applicable indenture or (b) as specified in a supplemental indenture to the applicable indenture; and (ii) the Parent Guarantor has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent provided for in the applicable indenture 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.

The following tables present summarized financial information for the Parent Guarantor and KHFC (as subsidiary issuer of the KHFC Senior Notes) (together, the “Obligor Group”), on a combined basis after the elimination of all intercompany balances and transactions between the Parent Guarantor and subsidiary issuer and investments in any subsidiary that is a non-guarantor.

Summarized Statement of Income

	For the Three Months Ended
	March 29, 2025
Net sales	$	3,864
Gross profit(a)	1,467
Intercompany service fees and other recharges	1,018
Operating income/(loss)	279
Equity in earnings/(losses) of subsidiaries	728
Net income/(loss)	712
Net income/(loss) attributable to common shareholders	712

(a)    For the three months ended March 29, 2025, the Obligor Group recorded $118 million of net sales to the non-guarantor subsidiaries and $15 million of purchases from the non-guarantor subsidiaries.

Summarized Balance Sheets

	March 29, 2025		December 28, 2024
ASSETS
Current assets	$	6,789	$	4,506
Current assets due from affiliates(a)	220		445
Non-current assets	5,823		5,848
Goodwill	8,823		8,823
Intangible assets, net	1,853		1,881
Non-current assets due from affiliates(b)	28		28
LIABILITIES
Current liabilities	$	3,949	$	5,563
Current liabilities due to affiliates(a)	978		1,924
Non-current liabilities	22,919		22,846
Non-current liabilities due to affiliates(b)	199		194

(a)    Represents receivables and short-term lending due from and payables and short-term lending due to non-guarantor subsidiaries.

(b)    Represents long-term lending due from and long-term borrowings due to non-guarantor subsidiaries.

Commodity Trends

We purchase and use large quantities of commodities, including dairy products, meats, coffee bean, sugar and other sweeteners, tomatoes, edible oils, wheat products, eggs, and fruits and vegetables to manufacture our products. In addition, we purchase and use significant quantities of plastics, cardboard, resins, glass and paper to package our products, and we use electricity, diesel fuel, and natural gas in the manufacturing and distribution of our products. We continuously monitor global supply and cost trends of these commodities.

During the three months ended March 29, 2025, we experienced stabilized commodity costs for tomato products, sugar and other sweeteners, fruits and vegetables, and wheat products, while coffee, cheese and dairy, meat, and eggs costs increased and commodity costs for edible oils decreased. We manage commodity cost volatility primarily through pricing and risk management strategies including utilizing a range of commodity hedging techniques in an effort to limit the impact of price fluctuations on many of our principal raw materials. However, we do not fully hedge against changes in commodity prices, and our hedging strategies may not protect us from increases in specific raw material costs. As a result of these risk management strategies, our commodity costs may not immediately correlate with market price trends.

See our Annual Report on Form 10-K for the year ended December 28, 2024 for additional information on how we manage commodity costs.

Critical Accounting Estimates

Our significant accounting policies are described in Note 2, Significant Accounting Policies, to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 28, 2024.

We prepare our condensed consolidated financial statements in conformity with U.S. GAAP. The preparation of these financial statements requires the use of estimates, judgments, and assumptions. Our critical accounting estimates and assumptions related to goodwill and intangible assets are described below. We have included an update to our critical accounting estimates as we performed an interim triggering event impairment test as a result of the Q1 Europe reorganization. The Q1 Europe reorganization did not impact our brands and the information below is limited to our consolidated goodwill balances. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 28, 2024 for a discussion of our other critical accounting estimates and assumptions.

Goodwill and Intangible Assets:

As of March 29, 2025, we maintain 11 reporting units, seven of which comprise our goodwill balance. These seven reporting units had an aggregate goodwill carrying amount of $28.8 billion at March 29, 2025.

We test our reporting units and brands for impairment annually, as of the first day of our third quarter, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit or brand is less than its carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss of market share, increased input costs beyond projections, disposals of significant brands or components of our business, unexpected business disruptions (for example due to a natural disaster, pandemic, or loss of a customer, supplier, or other significant business relationship), unexpected significant declines in operating results, significant adverse changes in the markets in which we operate, changes in income tax rates, changes in interest rates, or changes in management strategy. We test reporting units for impairment by comparing the estimated fair value of each reporting unit with its carrying amount. We test brands for impairment by comparing the estimated fair value of each brand with its carrying amount. If the carrying amount of a reporting unit or brand exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount, in the case of reporting units, not to exceed the associated carrying amount of goodwill. See Note 7, Goodwill and Intangible Assets, in Item 1, Financial Statements, for a discussion of the timing of the annual impairment test.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units and brands requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax considerations, discount rates, long-term growth rates, royalty rates, contributory asset charges, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control change; such as discount rates, market capitalization, income tax rates, foreign currency exchange rates, or inflation, or if management’s expectations or plans otherwise change, including updates to our long-term operating plans, then one or more of our reporting units or brands might become impaired in the future. Additionally, any decisions to divest certain non-strategic assets has led and could in the future lead to goodwill or intangible asset impairments.

Our reporting units that were impaired in 2024 were written down to their respective fair values, resulting in zero excess fair value over carrying amount as of the applicable impairment test dates. Accordingly, these and our other reporting units that had 20% or less excess fair value over carrying amount as of their latest impairment test have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future.

Reporting units with 10% or less fair value over carrying amount, including reporting units that were impaired as part of their latest impairment test resulting in zero excess fair value over carrying amount, had an aggregate goodwill carrying amount after impairment of $21.9 billion as of the latest impairment test and included TMS, AFH, MC, and CNAC. Our WE reporting unit had 10-20% fair value over carrying amount with an aggregate goodwill carrying amount of $2.2 billion as of the latest impairment test. Our HD and Asia reporting units had 20-50% fair value over carrying amount with an aggregate goodwill carrying amount of $4.6 billion as of the latest impairment test. Our reporting units that have less than 5% excess fair value over carrying amount as of the latest impairment test are considered at a heightened risk of future impairments and include our TMS and AFH reporting units, which had an aggregate goodwill carrying amount of $18.6 billion. Our four remaining reporting units had no goodwill carrying amount at the time of the 2024 annual impairment test.

We generally utilize the discounted cash flow method under the income approach to estimate the fair value of our reporting units. Some of the more significant assumptions inherent in estimating the fair values include the estimated future annual net cash flows for each reporting unit (including net sales, cost of products sold, SG&A, depreciation and amortization, working capital, and capital expenditures), income tax rates, long-term growth rates, royalty rates, a discount rate that appropriately reflects the risks inherent in each future cash flow stream, and other market factors. We selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, estimated product category growth rates, management’s plans, and guideline companies.

The discount rates and long-term growth rates used to estimate the fair values of our reporting units with 20% or less excess fair value over carrying amount, as well as the goodwill carrying amounts, as of their latest impairment test were as follows:

	Goodwill Carrying Amount<br><br>(in billions)			Discount Rate						Long-Term Growth Rate
			Minimum			Maximum			Minimum			Maximum
Reporting units	$	24.1		7.8	%		12.0	%		1.3	%		4.0	%

Assumptions used in impairment testing are made at a point in time and require significant judgment; therefore, they are subject to change based on the facts and circumstances present at each annual and interim impairment test date. Additionally, these assumptions are generally interdependent and do not change in isolation. However, as it is reasonably possible that changes in assumptions could occur, as a sensitivity measure, we have presented the estimated effects of isolated changes in discount rates and long-term growth rates on the fair values of our reporting units with 20% or less excess fair value over carrying amount. These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.

If we had changed the assumptions used to estimate the fair value of our reporting units with 20% or less excess fair value over carrying amount, as of their latest impairment test date, these isolated changes, which are reasonably possible to occur, would have led to the following increase/(decrease) in the aggregate fair value of these reporting units (in billions):

	Discount Rate				Long-Term Growth Rate
	50-Basis-Point				25-Basis-Point
	Increase		Decrease		Increase		Decrease
Reporting units	$	(4.0)	$	4.7	$	2.0	$	(1.8)

See Note 7, Goodwill and Intangible Assets, in Item 1, Financial Statements, for our impairment testing results.

New Accounting Pronouncements

See Note 3, New Accounting Standards, in Item 1, Financial Statements, for a discussion of new accounting pronouncements.

Contingencies

See Note 14, Commitments, Contingencies, and Debt, in Item 1, Financial Statements, for a discussion of our contingencies.

Non-GAAP Financial Measures

The non-GAAP financial measures we provide in this report should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP.

To supplement the condensed consolidated financial statements prepared in accordance with U.S. GAAP, we have presented Organic Net Sales, Adjusted Operating Income, and Adjusted EPS, which are considered non-GAAP financial measures. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. These measures are not substitutes for their comparable U.S. GAAP financial measures, such as net sales, net income/(loss), operating income(loss), diluted EPS, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.

Management uses these non-GAAP financial measures to assist in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes do not directly reflect our underlying operations. We believe that Organic Net Sales, Adjusted Operating Income, and Adjusted EPS provide important comparability of underlying operating results, allowing investors and management to assess the Company’s operating performance on a consistent basis.

Management believes that presenting our non-GAAP financial measures is useful to investors because it (i) provides investors with meaningful supplemental information regarding financial performance by excluding certain items, (ii) permits investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate historical performance, and (iii) otherwise provides supplemental information that may be useful to investors in evaluating our results. We believe that the presentation of these non-GAAP financial measures, when considered together with the corresponding U.S. GAAP financial measures and the reconciliations to those measures, provides investors with additional understanding of the factors and trends affecting our business than could be obtained absent these disclosures.

Organic Net Sales is defined as net sales excluding, when they occur, the impact of currency, acquisitions and divestitures, and a 53rd week of shipments. We calculate the impact of currency on net sales by holding exchange rates constant at the previous year’s exchange rate, with the exception of highly inflationary subsidiaries, for which we calculate the previous year’s results using the current year’s exchange rate.

Adjusted Operating Income is defined as operating income excluding, when they occur, the impacts restructuring activities, deal costs, unrealized gains/(losses) on commodity hedges (the unrealized gains and losses are recorded in general corporate expenses until realized; once realized, the gains and losses are recorded in the applicable segment’s operating results), impairment losses, and certain non-ordinary course legal and regulatory matters.

Adjusted EPS is defined as diluted EPS excluding, when they occur, the impacts of restructuring activities, deal costs, unrealized losses/(gains) on commodity hedges, impairment losses, certain non-ordinary course legal and regulatory matters, losses/(gains) on the sale of a business, other losses/(gains) related to acquisitions and divestitures (e.g., tax and hedging impacts), nonmonetary currency devaluation (e.g., remeasurement gains and losses), debt prepayment and extinguishment (benefit)/costs, and certain significant discrete income tax items, and including, when they occur, adjustments to reflect preferred stock dividend payments on an accrual basis.

The Kraft Heinz Company

Reconciliation of Net Sales to Organic Net Sales

(dollars in millions)

(Unaudited)

	Net Sales		Currency		Acquisitions and Divestitures		Organic Net Sales		Price	Volume/Mix
Three Months Ended March 29, 2025
North America	$	4,488	$	(27)	$	—	$	4,515
International Developed Markets	817		(23)		—		840
Emerging Markets	694		(34)		—		728
Kraft Heinz	$	5,999	$	(84)	$	—	$	6,083
Three Months Ended March 30, 2024
North America	$	4,828	$	—	$	—	$	4,828
International Developed Markets	855		—		—		855
Emerging Markets	728		20		8		700
Kraft Heinz	$	6,411	$	20	$	8	$	6,383				Year-over-year growth rates
---	---	---	---	---	---	---	---	---
North America	(7.0)	%	(0.5) pp	0.0 pp	(6.5)	%	0.6 pp	(7.1) pp
International Developed Markets	(4.4)	%	(2.7) pp	0.0 pp	(1.7)	%	(0.2) pp	(1.5) pp
Emerging Markets	(4.7)	%	(7.5) pp	(1.1) pp	3.9	%	4.3 pp	(0.4) pp
Kraft Heinz	(6.4)	%	(1.6) pp	(0.1) pp	(4.7)	%	0.9 pp	(5.6) pp

The Kraft Heinz Company

Reconciliation of Operating Income/(Loss) to Adjusted Operating Income

(dollars in millions)

(Unaudited)

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Operating income/(loss)	$	1,196	$	1,302
Restructuring activities	4		(3)
Unrealized losses/(gains) on commodity hedges	(1)		(34)
Adjusted Operating Income	$	1,199	$	1,265

The Kraft Heinz Company

Reconciliation of Diluted EPS to Adjusted EPS

(Unaudited)

	For the Three Months Ended
	March 29, 2025		March 30, 2024
Diluted EPS	$	0.59	$	0.66
Restructuring activities(a)	0.01		—
Unrealized losses/(gains) on commodity hedges(b)	—		(0.02)
Losses/(gains) on sale of business(c)	—		0.05
Nonmonetary currency devaluation(d)	0.01		—
Certain significant discrete income tax items(e)	0.01		—
Adjusted EPS	$	0.62	$	0.69

(a)    Gross expenses/(income) included in restructuring activities was expense of $4 million ($3 million after-tax) for the three months ended March 29, 2025 and income of $3 million ($2 million after-tax) for the three months ended March 30, 2024 and were recorded in the following income statement line items:

•Cost of products sold included income of $2 million for the three months ended March 29, 2025 and expenses of $1 million for the three months ended March 30, 2024; and

•SG&A included expenses of $6 million for the three months ended March 29, 2025 and income of $4 million for the three months ended March 30, 2024.

(b)    Gross expenses/(income) included in unrealized losses/(gains) on commodity hedges were income of $1 million ($1 million after-tax) for the three months ended March 29, 2025 and income of $34 million ($26 million after-tax) for the three months ended March 30, 2024, and were recorded in cost of products sold.

(c)    Gross expenses/(income) included in losses/(gains) on sale of business were expenses of $80 million ($68 million after-tax) for the three months ended March 30, 2024 and were recorded in other expense/(income).

(d)    Gross expenses included in nonmonetary currency devaluation were $14 million ($14 million after-tax) for the three months ended March 29, 2025 and were recorded in other expense/(income).

(e)    Certain significant discrete income tax items were an expense of $13 million for the three months ended March 29, 2025. The expense represents current period movement in the valuation allowance against deferred tax assets in our subsidiary in Brazil and adjustments recorded to the deferred tax asset and valuation allowance related to the transfer of business operations to a wholly-owned subsidiary in the Netherlands in December 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our market risk during the three months ended March 29, 2025. For additional information, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form 10-K for the year ended December 28, 2024.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 29, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of March 29, 2025, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 29, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During 2024, we started a multi-year migration of certain of our financial processing systems, including the implementation of a new enterprise resource planning (ERP) solution which will replace our existing ERPs. The implementation is expected to occur in phases throughout our businesses over the next several years, and we anticipate the first phase to be completed in the first half of 2025. We are evaluating the design and operating effectiveness of internal controls as they relate to the system upgrades, and we will implement any required control changes prior to relevant go-live dates associated with the system implementations.

Item 1. Legal Proceedings.

See Note 14, Commitments, Contingencies, and Debt, in Item 1, Financial Statements.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Our share repurchase activity in the three months ended March 29, 2025 was:

	Total Number<br><br>of Shares Purchased(a)	Average Price <br>Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
12/29/2024 — 2/1/2025	1,471	$	30.55	—	$	1,901
2/2/2025 — 3/1/2025	3,792,538	30.25		3,300,000	1,802
3/2/2025 — 3/29/2025	3,674,407	30.42		3,319,577	1,702
Total	7,468,416			6,619,577

(a)    Includes (1) shares purchased pursuant to the share repurchase program described in (b) below, and (2) shares withheld for tax liabilities associated with the vesting of RSUs and PSUs.

(b)    On November 27, 2023, the Company announced that the Board of Directors approved a share repurchase program authorizing the Company to purchase up to $3.0 billion of the Company’s common stock through December 26, 2026. The Company is not obligated to repurchase any specific number of shares and the program may be modified, suspended, or discontinued at any time. Under the program, shares may be repurchased in open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act, privately negotiated transactions, transactions structured through investment banking institutions, or other means.

Item 5. Other Information.

(c) Insider Stock Trading Arrangements: On February 19, 2025, Carlos Abrams-Rivera, Chief Executive Officer and member of the Board of Directors, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 182,183 shares of Kraft Heinz common stock between May 20, 2025 and May 15, 2026, subject to certain conditions. On February 20, 2025, Melissa Werneck, Executive Vice President and Global Chief People Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 81,438 shares of Kraft Heinz common stock between June 2, 2025 and February 26, 2026, subject to certain conditions. On March 4, 2025, Cory Onell, Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 47,782 shares of Kraft Heinz common stock, as well as any shares of common stock underlying dividend equivalent units that accrue RSUs when dividends are paid on Kraft Heinz common stock (less any shares that may be withheld for taxes upon vesting), between June 3, 2025 and March 31, 2026, subject to certain conditions. On March 17, 2025, Marcos Eloi Lima, Executive Vice President and Chief Procurement and Sustainability Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 177,149 shares of Kraft Heinz common stock, as well as any shares of common stock underlying dividend equivalent units that accrue RSUs when dividends are paid on Kraft Heinz common stock (less any shares that may be withheld for taxes upon vesting), between June 20, 2025 and March 17, 2026, subject to certain conditions. On March 18, 2025, an entity owned by a trust of which Elio Leoni Sceti, a member of the Board of Directors, is a beneficiary, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 50,000 shares of Kraft Heinz common stock between June 17, 2025 and December 18, 2025, subject to certain conditions. On March 20, 2025, Flavio Torres, Executive Vice President and Global Chief Supply Chain Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 228,871 shares of Kraft Heinz common stock, as well as any shares of common stock underlying dividend equivalent units that accrue RSUs when dividends are paid on Kraft Heinz common stock (less any shares that may be withheld for taxes upon vesting), between June 20, 2025 and March 20, 2026, subject to certain conditions.

Item 6. Exhibits.

Exhibit No.	Descriptions
4.1	Twelfth Supplemental Indenture, dated as of February 25, 2025, relating to the $500,000,000 Senior Notes due 2032 and the $500,000,000 Senior Notes due 2035, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee.https://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htm(incorporated by reference to Exhibit 4.1of the Company’s Current Report on Form 8-K, filed on February 25, 2025).
4.2	Form of $500,000,000 Senior Notes due 2032 (included as Exhibit A-1 to Exhibit4.1)
4.3	Form of $500,000,000 Senior Notes due 2035 (included as Exhibit A-2 to Exhibit4.1).
4.4	Thirteenth SupplementalIndenture, dated as of February 25, 2025, relating to the €600,000,000 Senior Notes duehttps://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htm2033, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bankhttps://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htmTrust Company Americas, as trustee (incorporated by reference to Exhibit 4.4 of the Company’s Current Report onhttps://www.sec.gov/ix?doc=/Archives/edgar/data/0001637459/000119312525035123/d931951d8k.htmForm 8-K, filed on February 25, 2025).
4.5	Form of €600,000,000 Senior Notes due 2033 (included as Exhibit A to Exhibit4.4).
10.1	2025 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Award Agreement.+*
22.1	List of Guarantor Subsidiaries.*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a 14(a)/15d 14(a) of the Securities Exchange Act of 1934.*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.1	The following materials from The Kraft Heinz Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, (vi) Notes to Condensed Consolidated Financial Statements, and (vii) document and entity information.*
104.1	The cover page from The Kraft Heinz Company’s Quarterly Report on Form 10-Q for the three months ended March 29, 2025, formatted in iXBRL.*
+	Indicates a management contract or compensatory plan or arrangement.
*	Filed herewith.
**	Furnished herewith.

SIGNATURES

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, thereunto duly authorized.

		The Kraft Heinz Company
Date:	April 29, 2025
		By:	/s/ Andre Maciel
			Andre Maciel
			Executive Vice President and Global Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)				The Kraft Heinz Company
---	---	---	---
Date:	April 29, 2025
		By:	/s/ Vince Garlati
			Vince Garlati
			Vice President and Global Controller
			(Principal Accounting Officer)

47

Document

THE KRAFT HEINZ COMPANY

2020 OMNIBUS INCENTIVE PLAN

20__ MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless defined in this award agreement (together with all exhibits and appendices attached thereto, this “Award Agreement”), capitalized terms will have the same meanings ascribed to them in The Kraft Heinz Company 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Subject to your acceptance of this Award Agreement, you are hereby being granted an award of Restricted Stock Units (the “RSUs”) as of the Grant Date set forth below (the “Grant Date”). The RSUs are granted in connection with your purchase of Shares in the Company’s 2025 Bonus Investment Plan (the “Related Shares”). Each RSU is a bookkeeping entry representing the right to receive one (1) share of The Kraft Heinz Company’s (the “Company”) common stock on the following terms and subject to the provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan will govern.

Grant Date:	_________________
Vesting Date:	Fifty Percent (50%) will vest on the 2-year anniversary of Grant Date and the remaining Fifty Percent (50%) will vest on the 3-year anniversary of the Grant Date (subject to the terms of the Award Agreement).

By agreeing to this Award Agreement, you agree that the RSUs are granted under and governed by the terms and conditions of this Award Agreement (including, without limitation, the terms and conditions set forth on Exhibit A, the Restrictive Covenants Agreement attached as Exhibit B and the terms and conditions set forth on Appendix I) and the Plan.

THE KRAFT HEINZ COMPANY

EXHIBIT A

TERMS AND CONDITIONS OF THE

MATCHING RESTRICTED STOCK UNITS

Vesting

The RSUs will vest on the “Vesting Date” set forth in this Award Agreement subject to your continued Service (including, for the avoidance of doubt, service as a consultant or advisor) with the Company or one of its Subsidiaries or Affiliates, except as otherwise set forth in the Plan or this Award Agreement (including, without limitation, the section below titled “Termination”), and subject to forfeiture as set forth in the section below titled “Forfeiture of Unvested RSUs upon the Transfer of Related Shares.” Prior to the vesting and settlement of the RSUs, you will not have any rights of a shareholder with respect to the RSUs or the Shares subject thereto.

Shares due to you upon vesting and settlement of the RSUs will be delivered in accordance with the provisions of the section below titled “Settlement of Vested RSUs.” However, no Shares will be delivered pursuant to the vesting of the RSUs prior to the fulfillment of all of the following conditions: (i) you have complied with your obligations under this Award Agreement and the Plan, (ii) the vesting of the RSUs and the delivery of such Shares complies with applicable law, (iii) full payment (or satisfactory provision therefor) of any Tax-Related Items (as defined below), (iv) the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (v) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission (the “Commission”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not so registered, a determination by the Company that the issuance of the Shares would be exempt from any such registration or qualification requirements, (vi) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (vii) the lapse of any such reasonable period of time following the date the RSUs become payable as the Committee may from time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code.

Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the vesting of the RSUs.

Dividend Equivalents

If while the RSUs are outstanding the Board declares a cash dividend on the Company’s common stock, you will be entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends payable on the same number of Shares as the number of unvested RSUs subject to this award on the dividend record date established by the Company. Any such Dividend Equivalents will be in the form of additional RSUs, will be subject to the same terms and vesting dates as the underlying RSUs, and will be delivered at the same time and in the same manner as the underlying RSUs originally subject to this award. The number of additional RSUs credited as Dividend Equivalents on the dividend payment date will be determined by dividing (i) the product of (A) the number of your unvested RSUs as of the corresponding dividend record date (including any unvested Restricted Stock

Units previously credited as a result of prior payments of Dividend Equivalents) and (B) the per-Share cash dividend paid on the dividend payment date, by (ii) the per-share Fair Market Value of the Shares on the dividend payment date, rounded up or down to the nearest whole RSU.

Termination

Effect of a Termination of Service on Vesting

Other than as set forth below, upon a termination of your Service for any reason prior to the Vesting Date, you will forfeit the RSUs, including any accrued Dividend Equivalents, without any consideration due to you.

If prior to the first Vesting Date, but between the first-year and second-year anniversaries of the Grant Date, the Company terminates your Service Without Cause (as defined below), the vesting of your RSUs (plus any Dividend Equivalents accrued with respect to such RSUs) shall accelerate upon such termination of Service as if 33.33% of the RSUs had vested on the one-year annual anniversary of the Grant Date. If prior to the second Vesting Date, but between the second-year and third-year anniversaries of the Grant Date, the Company terminates your Service Without Cause (as defined below), the vesting of your RSUs (plus any Dividend Equivalents accrued with respect to such RSUs) shall accelerate upon such termination of Service as if an additional 16.67% of the RSUs had vested on the second-year annual anniversary of the Grant Date. If prior to either Vesting Date your Service terminates by reason of your death or Disability (as defined below), your RSUs (plus any Dividend Equivalents accrued with respect to such RSUs) shall become fully vested upon such termination of Service. If prior to the Vesting Date, but more than one (1) year after the Grant Date, your Service terminates by reason of your Retirement (as defined below), your RSUs (plus any Dividend Equivalents accrued with respect to such RSUs) shall become fully vested upon such termination of Service.

For purposes of the RSUs, your Service will be considered terminated as of the date you are no longer actively providing Service to the Company or one of its Subsidiaries or Affiliates with no anticipated return to active Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide Service or the terms of your Employment Agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the RSUs, if any, under the Plan will terminate as of such date and will not be extended by any notice period (e.g., your period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you provide Service or the terms of your Employment Agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing Service for purposes of the RSUs (including whether you may still be considered to be providing Service while on a leave of absence).

Settlement of Vested RSUs

To the extent the RSUs become vested pursuant to the terms of this Award Agreement, the Company will issue and deliver to you, or, as applicable, your Beneficiary or the personal representative of your estate, the number of Shares equal to the number of vested RSUs. Such delivery of Shares will occur within the settlement period set forth in the table below, which will vary depending on the applicable vesting event.

Vesting Event	Settlement Period
Vesting Date	As soon as practicable and no later than <br>60 days following the Vesting Date
Termination of Service Without Cause	Within 60 days of your termination date*
Retirement	Within 60 days of your termination date*
Disability	Within 60 days of your termination date*
Death	Within 60 days of the date of death

*If you are subject to U.S. federal income tax and the RSUs constitute an item of non-qualified deferred compensation within the meaning of Section 409A of the Code, that is not exempt from Section 409A of the Code as a short-term deferral or otherwise, as determined by the Company (“Deferred Compensation”), settlement will occur within this period only if your termination of Service constitutes a “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”); otherwise, settlement will occur in accordance with the original vesting schedule (i.e., as soon as practicable and no later than sixty (60) days following the Vesting Date).

Notwithstanding the foregoing, if you are subject to U.S. federal income tax and the Company determines that you are a “specified employee” within the meaning of Section 409A of the Code, any RSUs that are Deferred Compensation and are subject to settlement upon your Separation from Service will instead be settled on the date that is the first business day following the six (6) month anniversary of such Separation from Service, or, if earlier, upon your death, to the extent required pursuant to Section 409A of the Code to avoid additional taxes and penalties under Section 409A of the Code.

Applicable Definitions

All capitalized terms used in this Award Agreement without definition shall have the meanings ascribed in the Plan. For purposes of this Award Agreement, the following terms shall have the following meanings:

“Disability” means (i) a physical or mental condition entitling you to benefits under the long-term disability policy of the Company covering you or (ii) in the absence of any such policy, a physical or mental condition rendering you unable to perform your duties for the Company or any of its Subsidiaries or Affiliates for a period of six (6) consecutive months or longer; provided that if you are a party to an Employment Agreement at the time of termination of your Service and such Employment Agreement contains a different definition of “disability” (or any derivation thereof), the definition in such Employment Agreement will control for purposes of this Award Agreement.

“Employment Agreement” means an individual written employment agreement between you and the Company or any of its Affiliates, including an offer letter.

“Retirement” means a termination of Service by you on or after either (a) the later of (i) your 60th birthday and (ii) your completion of five years of Service with the Company, its Subsidiaries or its Affiliates; or (b) the later of (i) your 55th birthday and (ii) your completion of ten years of Service with the Company, its Subsidiaries or its Affiliates.

“Without Cause” means (i) a termination of your Service by the Company or its Subsidiaries or Affiliates other than for Cause (as defined in the Plan) and other than due to your death, Disability or Retirement or (ii) (A) if you are a party to an Employment Agreement, (B) such Employment Agreement is in effect upon the date of your termination of Service and (C) such Employment Agreement defines “Good Reason”, then “Without Cause” shall also include resignation of your Service for “Good Reason” in accordance with such Employment Agreement.

Special Termination Provisions

In the event that there is a conflict between the terms of this Award Agreement regarding the effect of a termination of your Service on the RSUs and the terms of any Employment Agreement, the terms of this Award Agreement will govern.

If you are terminated Without Cause or due to your resignation and, within the twelve (12) month period subsequent to such termination of your Service, the Company determines that your Service could have been terminated for Cause, subject to anything to the contrary that may be contained in your Employment Agreement at the time of termination of your Service, your Service will, at the election of the Company, be deemed to have been terminated for Cause for purposes of this Award Agreement and the Plan, effective as of the date the events giving rise to Cause occurred and any consequences following from a termination for Cause shall be retroactively applied (including your obligation to repay gains that would not have been realized had your Service been terminated for Cause).

Effect of a Change in Control

The treatment of the RSUs upon a Change in Control shall be governed by the Plan, provided, however, that to the extent that the RSUs constitute Deferred Compensation, settlement of any portion of the RSUs that may vest in connection with a Change in Control will occur within sixty (60) days following the Vesting Date. In the event that there is a conflict between the terms of the Plan regarding the effect of a Change in Control on the RSUs and the terms of this Award Agreement or any Employment Agreement, the terms of the Plan will govern.

Restrictive Covenants

Your Service will provide you with specialized training and unique knowledge and access to confidential information and key business relationships, which, if used in competition with the Company, its Subsidiaries and/or its Affiliates, would cause harm to such entities. As such, in partial consideration of the RSUs granted under this Award Agreement, you agree to comply with the Company’s Restrictive Covenants Agreement, attached (and incorporated into this Award Agreement) as Exhibit B. The restrictions and obligations contained in the Restrictive Covenants Agreement are in addition to any restrictions imposed by, or obligations you may have to, the Company, its Subsidiaries or Affiliates under any Employment Agreement or otherwise.

Forfeiture of Unvested RSUs upon the Transfer of Related Shares

Transfer (other than pursuant to the laws of descent) of the Related Shares before the RSUs vest (whether on the Vesting Date or such earlier date set forth in the section above titled “Termination” or elsewhere in the Award Agreement), will result in immediate forfeiture of all or a portion of the unvested RSUs granted under this Award Agreement as set forth below:

(i)     If you Transfer more than 50% of the Related Shares, you will forfeit all unvested RSUs, including any Dividend Equivalents accrued with respect to such RSUs.

(ii)     If you Transfer 50% or less of the Related Shares (the “Transferred Percentage”), you will forfeit a portion of the unvested RSUs equal to twice the Transferred Percentage, plus any Dividend Equivalents accrued with respect to such RSUs.

Taxes

You acknowledge that, regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social security or insurance, payroll tax, fringe benefits tax, payment on account or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or its Subsidiaries or Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU grant or the underlying Shares, including but not limited to the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or Dividend Equivalents and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items.

Prior to vesting of the RSUs, you will pay or make adequate arrangements satisfactory to the Committee to satisfy all Tax-Related Items. In this regard, you authorize the withholding of all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole and absolute discretion (A) sell or arrange for the sale of Shares that you acquire to meet the obligation for Tax-Related Items, and/or (B) withhold the amount of Shares necessary to satisfy the minimum withholding amount, or to the extent permitted by applicable accounting principles, withhold Shares based on a rate of up to the maximum applicable withholding rate. Notwithstanding the foregoing, if you are subject to the short-swing profit rules of Section 16(b) of the Act, you may elect the form of withholding in advance of any Tax-Related Items withholding event, and in the absence of your election, the Company shall withhold the number of Shares having an aggregate value equal to the amount of Tax-Related Items due upon the vesting of the RSUs, or the Committee may determine that a particular alternative method must be used to satisfy any withholding for Tax Related Items.

Further, the Company is authorized to satisfy the withholding for any or all Tax-Related Items arising from the granting, vesting, or payment of the RSUs or sale of Shares issued in settlement of the RSUs, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of the withholding due for any Tax-Related Items or otherwise becoming subject to current taxation. If the Company satisfies the Tax-Related Items obligation by withholding a number of Shares as described herein, for tax purposes, you shall be deemed to have been issued the full number of Shares due to you at vesting, notwithstanding that a number of Shares is held back solely for the purpose of such withholding.

Furthermore, the Company and/or the Employer are authorized to satisfy the withholding for any Tax-Related Items arising from the granting, vesting, or payment of this Award, or sale of Shares issued pursuant to the Award, as the case may be, by withholding from the Participant’s wages, or other cash compensation paid to you by the Company and/or the Employer. In the event of over-withholding, you may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities. In the event of under-

withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer.

Finally, you will pay to the Company and/or its Subsidiaries or Affiliates any amount of Tax-Related Items that the Company or its Subsidiaries or Affiliates may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if you fail to comply with your obligations in connection with the Tax-Related Items as described in this section.

No Guarantee of Continued Service

You acknowledge and agree that the vesting of the RSUs on the Vesting Date (or such earlier date as set forth in the section above titled “Termination”) is earned only by performing continuing Service (not through the act of being hired or being granted this Award). You further acknowledge and agree that this Award Agreement, the transactions contemplated hereunder and the Vesting Date shall not be construed as giving you the right to be retained in the employ of, or to continue to provide Service to, the Company or its Subsidiaries. Further, the Company or the applicable Subsidiary may at any time dismiss you, free from any liability, or any claim under the Plan, unless otherwise expressly provided in any other agreement binding you, the Company or the applicable Subsidiary. The receipt of this Award is not intended to confer any rights on you except as set forth in this Award Agreement.

Company’s Right of Offset

If you become entitled to a distribution of benefits under this Award, and if at such time you have any outstanding debt, obligation, or other liability representing an amount owing to the Company, its Subsidiaries or any of its Affiliates, then the Company, its Subsidiaries or its Affiliates, upon a determination by the Committee, and to the extent permitted by applicable law and it would not cause a violation of Section 409A of the Code, may offset such amount so owing against the amount of benefits otherwise distributable. Such determination shall be made by the Committee.

Acknowledgment of Nature of Award

In accepting the RSUs, you understand, acknowledge and agree that:

a.    the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement;

b.    the award of the RSUs is exceptional, voluntary, occasional and discretionary and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSUs even if RSUs have been awarded in the past;

c.    all decisions with respect to future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of the RSUs, the number of Shares subject to the RSUs, and the vesting provisions applicable to the RSUs;

d.    your participation in the Plan is voluntary;

e.    the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or its Subsidiaries;

f.    the RSUs, any Shares acquired under the Plan, and the income and value of same are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement benefits or similar payments;

g.    the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

h.    unless otherwise agreed with the Company in writing, the RSUs, any Shares acquired under the Plan, and the income and value of same, are not granted as consideration for, or in connection with, any Service you may provide as a director of a Subsidiary or Affiliate;

i.    no claim or entitlement to compensation or damages, including pro-rated compensation or damages, shall arise from forfeiture of the RSU resulting from termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide Service or the terms of your Employment Agreement, if any), and in consideration of the grant of the RSU to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, any of its Subsidiaries or Affiliates, waive your ability, if any, to bring any such claim, and release the Company, and its Subsidiaries and Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

j.    the RSUs are subject to the terms of the Plan (including, without limitation, certain provisions regarding Adjustments, Repurchases and Transfers).

Securities Laws

By accepting the RSUs, you acknowledge that U.S. federal, state or foreign securities laws and/or the Company’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with the RSUs. You agree to comply with such securities law requirements and Company policies, as such laws and policies are amended from time to time.

Data Privacy

a.Data Collection and Usage. The Company collects, processes and uses personal data about you, including but not limited to, your name, home address and telephone number, email address, date of birth, social insurance number, employee identification number, hire date, termination date, gross earnings, tax rate, account identification number for the independent stock plan service provider account, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor, which the Company receives from you or the Employer (“Data”) for the purposes of implementing, administering and managing the Plan. The Company will only use your personal data where expressly permitted by law. Generally, the Company will use your personal data in the following circumstances:

•When needed to execute a contract that the Company is going to formalize or that the Company has formalized with you.

•Where necessary for the Company’s legitimate interests (or those of a third party), provided that the fundamental interests or rights that assist you do not prevail over our interests or those of that third party.

•    When the Company needs it to comply with any legal or regulatory obligation.

b.    Stock Plan Administration Service Providers. The Company may transfer Data to one or more independent stock plan service providers, which may assist the Company with the implementation, administration and management of the Plan. Such service provider(s) may open an account for you or ask you to receive and trade shares of common stock. You may be asked to acknowledge, or agree to, separate terms and data processing practices with the service provider(s) with such agreement being a condition of participation in the Plan. Please review these terms and data processing practices carefully. If you do not agree to the independent stock plan service provider’s terms and/or data processing practices, you will not be able to participate in the Plan.

c.    International Data Transfers. Please note that Data processed in connection with the Plan will be transferred from your country to the United States, where the Company and its service providers are based. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company will ensure that appropriate measures are in place for compliance with applicable data protection laws in relation to transfer of Data to the United States.

d.    Data Retention. The Company has a legal duty to keep various records and records need to be held for different periods of time, depending on their contents. The Company will use your personal data only as long as necessary to implement, administer and manage your participation in the Plan and as required to comply with legal or regulatory obligations, including under tax and securities laws. The Company will therefore keep your personal data for as long as needed in connection with those obligations. The Company will not keep your personal data for longer than data protection law allows.

e.    Data Subject Rights. You understand that you may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of personal data processed by the Company, (ii) rectification of incorrect data, (iii) deletion of personal data, (iv) restrictions on processing of personal data, (v) portability of personal data, (vi) lodge complaints with competent data protection authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of your personal data. To receive clarification regarding these rights or to exercise these rights, you can contact the Company’s Data Privacy Team at gdpr@kraftheinz.com.

Limits on Transferability; Beneficiaries

The RSUs shall not be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability to any party, or Transferred, otherwise than by your will or the laws of descent and distribution or to a Beneficiary upon your death. A Beneficiary or other person claiming any rights under this Award Agreement shall be subject to all terms and conditions of the Plan and this Award Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

No Transfer to any executor or administrator of your estate or to any Beneficiary by will or the laws of descent and distribution of any rights in respect of the RSUs shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the Transfer and (ii) the written agreement of the Transferee to comply with the terms and conditions of this Award Agreement, to the extent applicable, as determined by the Company.

Repayment/Forfeiture

As an additional condition of receiving the RSUs and without prejudice to the terms of the Company’s Restrictive Covenants Agreement (attached as Exhibit B), you agree that the RSUs and any proceeds or other benefits you may receive hereunder shall be subject to forfeiture and/or repayment to the Company (i) under the terms of the Company’s Clawback Policy, as may be amended from time to time (and such requirements shall be deemed incorporated into this Award Agreement without your consent) or (ii) to comply with any requirements imposed under applicable laws and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Act and Rule 10D-1 thereunder. Further, if you receive any amount in excess of what you should have received under the terms of the RSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then you shall be required to promptly repay any such excess amount to the Company.

Section 409A

It is intended that the RSUs awarded pursuant to this Award Agreement be exempt from or compliant with Section 409A of the Code (“Section 409A”) and the Award Agreement shall be interpreted, construed and operated in a manner consistent with this intention. Notwithstanding the foregoing, this Award Agreement and the Plan may be amended at any time, without the consent of any party, to the extent that is necessary or desirable to exempt the RSUs from Section 409A or satisfy any of the requirements under Section 409A, but the Company shall not be under any obligation to make any such amendment. Further, the Company, its Subsidiaries and Affiliates do not make any representation to you that the RSUs awarded pursuant to this Award Agreement shall be exempt from or satisfy the requirements of Section 409A, and the Company, its Subsidiaries and Affiliates shall have no liability or other obligation to indemnify or hold harmless you or any Beneficiary, Transferee or other party for any tax, additional tax, interest or penalties that you or any Beneficiary, Transferee or other party may incur in the event that any provision of this Award Agreement, or any amendment or modification thereof or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

Entire Agreement; Modification

The Plan, this Award Agreement and, to the extent applicable, your Employment Agreement or any separation agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings, representations and agreements (whether oral or written) of the Company, its Subsidiaries and/or Affiliates and you with respect to the subject matter hereof. This Award Agreement may not be modified in a manner that adversely affects your rights heretofore granted under the Plan, except with your consent or to comply with applicable law or to the extent permitted under other provisions of the Plan.

Governing Law; Jurisdiction; Waiver of Jury Trial

This Award Agreement (together with all exhibits and appendices attached thereto) is governed by the laws of the State of Delaware, without regard to its principles of conflict of laws, and any disputes shall be settled in accordance with the Plan.

To the extent not prohibited by applicable law, each of the parties hereto waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Award Agreement (together with all exhibits and appendices attached thereto) or the Plan.

Electronic Signatures and Delivery and Acceptance

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan, including this Award Agreement, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Award Agreement if delivered by electronic means with electronic signatures shall be treated in all manner and respects as an original executed document and shall be considered to have the same binding legal effect as if it were the original signed versions thereof delivered in person.

Agreement Severable

This Award Agreement shall be enforceable to the fullest extent allowed by law. In the event that any provision of this Award Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, then that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the validity, legality or enforceability of any other provision of this Award Agreement or the validity, legality or enforceability of such provision in any other jurisdiction. Any provision of this Award Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Award Agreement, and the remaining provisions contained in this Award Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Award Agreement.

Interpretation

The Committee shall have the right to resolve all questions that may arise in connection with the Award or this Award Agreement, including whether you are actively employed. Any interpretation, determination or other action made or taken by the Committee regarding the Plan or this Award Agreement shall be final, binding and conclusive. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall acquire any rights hereunder in accordance with this Award Agreement or the Plan.

Language

If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Acknowledgments

By signing this Award Agreement, you acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and conditions of the Plan, and hereby accept the RSUs subject to all provisions in this Award Agreement and in the Plan. You hereby agree to accept as final, conclusive and binding all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement.

Appendix I

Notwithstanding any provision in this Award Agreement, if you work or reside outside the U.S., the RSUs shall be subject to the general non-U.S. terms and conditions and the additional terms and conditions for your country set forth in Appendix I. Moreover, if you relocate from the U.S. to one of the countries included in Appendix I or you move between countries included in Appendix I, the general non-U.S. terms and conditions and the additional terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix I constitutes part of this Award Agreement.

EXHIBIT B

RESTRICTIVE COVENANTS AGREEMENT

I understand that I am or will be an employee to or other service-provider of The Kraft Heinz Company and/or its Subsidiaries and/or its Affiliates (collectively the “Company”) and will learn and have access to the Company’s confidential, trade secret and proprietary information and key business relationships. I understand that the products and services that the Company develops, provides and markets are unique. Further, I know that my promises in this Restrictive Covenants Agreement (the “Agreement”) are an important way for the Company to protect its proprietary interests and that The Kraft Heinz Company would not have granted me Restricted Stock Units (the “RSUs”) or other equity grants unless I made such promises.

In addition to other good and valuable consideration, I am expressly being given RSUs or other equity grants in exchange for my agreeing to the terms of this Award Agreement. In consideration of the foregoing, I (the “Executive”) agree as follows:

1.    NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. During the course of Executive’s Service, Executive will have access to Confidential Information. For purposes of this Award Agreement, “Confidential Information” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors of the Company. Executive agrees that Executive shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s assigned duties and for the benefit of the Company, either during the period of Executive’s Service or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained by Executive during Executive’s Service. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).

Pursuant to the U.S. Defend Trade Secrets Act of 2016, Executive shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, Executive may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if Executive files a lawsuit alleging retaliation by the

Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, if Executive files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

No Company policies or practices, including this Non-Disclosure of Confidential Information provision, is intended to or shall limit, prevent, impede or interfere in any way with Executive’s right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistle blower statutes. Nothing in or about this Award Agreement prohibits you from: (i) filing and, as provided for under Section 21F of the Act, maintaining the confidentiality of a claim with the Commission, (ii) providing the Commission with information that would otherwise violate the non-disclosure restrictions in this Award Agreement, to the extent permitted by Section 21F of the Act; (iii) cooperating, participating or assisting in a Commission investigation or proceeding without notifying the Company; or (iv) receiving a monetary award as set forth in Section 21F of the Act.

2.    NON-COMPETITION. Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (iii) in the course of Executive’s employment by or service to a competitor, Executive would inevitably use or disclose such Confidential Information, (iv) the Company has substantial relationships with its customers and Executive has had and will continue to have access to these customers, (v) Executive has received and will receive specialized training from the Company, and (vi) Executive has generated and will continue to generate goodwill for the Company in the course of Executive’s Service. Accordingly, during Executive’s Service and for twelve (12) months following a termination of Executive’s Service for any reason (the “Restricted Period”), Executive will not engage in any business activities, directly or indirectly (whether as an employee, consultant, officer, director, partner, joint venturer, manager, member, principal, agent, or independent contractor, individually, in concert with others, or in any other manner) within the same line or lines of business for which the Executive performed services for the Company and in a capacity that is similar to the capacity in which the Executive was employed by the Company with any person or entity that competes with the Company in the consumer packaged food and beverage industry (“Competitive Business”) anywhere within the same geographic territory(ies) for which the Executive performed services for the Company (the “Restricted Territory”). Notwithstanding the foregoing, nothing herein shall prohibit Executive from being a passive owner of not more than three percent (3%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company, so long as Executive has no active participation in the business of such corporation.

3.    NON-SOLICITATION. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid, induce, assist in the solicitation of, or accept any business (other than on behalf of the Company) from, any customer or potential customer of the Company to purchase goods or services then sold by the Company from another person, firm, corporation or other entity or, directly or indirectly, in any way request, suggest or advise any such customer to withdraw or cancel any of their business or refuse to continue to do business with the Company. This restriction shall apply to customers or potential customers who,

during the two (2) years immediately preceding the Executive’s termination, had been assigned to the Executive by the Company, or with which the Executive had contact on behalf of the Company while an Executive of the Company, or about which the Executive had access to Confidential Information by virtue of Executive’s employment with the Company.

4.    NON-INTERFERENCE. During the Restricted Period, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties to the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company and its vendors, suppliers or customers. As used herein, the term “solicit, aid or induce” includes, but is not limited to, (i) initiating communications with a Company employee relating to possible employment, (ii) offering bonuses or other compensation to encourage a Company employee to terminate his or her employment with the Company and accept employment with any entity, (iii) recommending a Company employee to any entity, and (iv) aiding an entity in recruitment of a Company employee. An employee, representative or agent shall be deemed covered by this Section 4 while so employed or retained and for a period of six (6) months thereafter.

5.    NON-DISPARAGEMENT. Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products or services. The foregoing shall not be violated by truthful statements made in (a) response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) or (b) the good faith performance of Executive’s duties to the Company.

6.    INVENTIONS.

a.    Executive acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, methods, works of authorship and other work product (“Inventions”), whether patentable or unpatentable, (A) that are reduced to practice, created, invented, designed, developed, contributed to, or improved with the use of any Company resources and/or within the scope of Executive’s work with the Company or that relate to the business, operations or actual or demonstrably anticipated research or development of the Company, and that are made or conceived by Executive, solely or jointly with others, during Executive’s Service, or (B) suggested by any work that Executive performs in connection with the Company, either while performing Executive’s duties with the Company or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent or other applications for intellectual property protection are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Service, or upon the Company’s request. Executive irrevocably conveys, transfers and assigns to the Company the Inventions

and all patents or other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to Executive’s Service, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s Service, make such applications, sign such papers, take all rightful oaths, and perform all other acts as may be requested from time to time by the Company to perfect, record, enforce, protect, patent or register the Company’s rights in the Inventions, all without additional compensation to Executive from the Company. Executive will also execute assignments to the Company (or its designee) of the Applications and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for the Company’s benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense.

b.    In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and Executive agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to Executive. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, or the rights in such Inventions do not otherwise automatically vest in the Company, Executive hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of Executive’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including, without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called “moral rights” with respect to the Inventions. To the extent that Executive has any rights in the results and proceeds of Executive’s service to the Company that cannot be assigned in the manner described herein, Executive agrees to unconditionally waive the enforcement of such rights. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other registrations for intellectual property that may issue thereon, including, without limitation, any rights that would otherwise accrue to Executive’s benefit by virtue of Executive being an employee of or other service provider to the Company.

7.    RETURN OF COMPANY PROPERTY. On the date of Executive’s termination of Service with the Company for any reason (or at any time prior thereto at the Company’s request), Executive shall return all property belonging to the Company (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company).

8.    REASONABLENESS OF COVENANTS. In signing this Award Agreement, including by electronic means, Executive gives the Company assurance that Executive has carefully read and considered all of the terms and conditions of this Award Agreement, including the restraints imposed by it. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Confidential Information and that each and every one of the restraints is

reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Award Agreement, and that Executive will reimburse the Company for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Award Agreement if either the Company prevails on any material issue involved in such dispute or if Executive challenges the reasonableness or enforceability of any of the provisions of this Award Agreement. It is also agreed that the “Company” as used in this Award Agreement refers to each of the Company’s Subsidiaries and Affiliates and that each of the Company’s Subsidiaries and Affiliates will have the right to enforce all of Executive’s obligations to that Subsidiary or Affiliate under this Award Agreement, as applicable, subject to any limitation or restriction on such rights of the Subsidiary or Affiliate under applicable law.

9.    REFORMATION. If it is determined by a court of competent jurisdiction in any state or country that any restriction in this Award Agreement is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state or country.

10.    REMEDIES. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Award Agreement would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages, in addition to any other equitable relief (including without limitation an accounting and/or disgorgement) and/or any other damages as a matter of law.

11.    REPURCHASE. Executive acknowledges and agrees that a breach of this Award Agreement would constitute a “Covenant Breach” as such term is used in the Plan and therefore, in the event of a Covenant Breach, Executive’s RSU and the Shares issued therefor (as such terms are defined in the Plan) shall be subject to repurchase by The Kraft Heinz Company in accordance with the terms of the Plan.

12.    TOLLING. In the event of any violation of the provisions of this Award Agreement, Executive acknowledges and agrees that the post-termination restrictions contained in this Award Agreement shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

13.    SURVIVAL OF PROVISIONS. The obligations contained in this Award Agreement hereof shall survive the termination or expiration of the Executive’s Service with the Company and shall be fully enforceable thereafter.

14.    VENUE, PERSONAL JURISDICTION, AND COVENANT NOT TO SUE. Executive expressly agrees to submit to the exclusive jurisdiction and exclusive venue of courts located in the State of Delaware in connection with any litigation which may be brought with respect to a dispute between the Company and Executive in relation to this Restrictive Covenants Agreement, regardless of where Executive resides or where Executive performs services for the Company. Executive hereby irrevocably waives Executive’s rights, if any, to have any disputes between the Company and Executive related to this Restrictive Covenants Agreement decided in any jurisdiction or venue other than a court in the State of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection which Executive now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding, and Executive agrees not to plead or claim the same. Executive further irrevocably covenants not to sue the Company related to this Restrictive Covenants Agreement in any jurisdiction or venue other than a court in the State of Delaware. All matters relating to the interpretation, construction, application, validity, and enforcement of this Award Agreement, and any disputes or controversies arising hereunder, will be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware.

APPENDIX I

ADDITIONAL TERMS AND CONDITIONS OF

THE KRAFT HEINZ COMPANY

2020 OMNIBUS INCENTIVE PLAN

MATCHING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-U.S.

PARTICIPANTS

[Insert]

Document

Exhibit 22.1

The Kraft Heinz Company

List of Subsidiary Guarantors and Issuers of Guaranteed Securities

As of March 29, 2025, The Kraft Heinz Company was the sole guarantor of all the unsecured registered notes issued by Kraft Heinz Foods Company, a Pennsylvania Limited Liability Company, its 100% owned operating subsidiary.

Description of KHFC Senior Notes
Floating Rate senior notes due 2025
3.000% senior notes due 2026
3.875% senior notes due 2027
4.125% British Pound senior notes due 2027
2.250% Euro senior notes due 2028
6.375% senior notes due 2028
4.625% senior notes due 2029
3.500% senior notes due 2029
3.750% senior notes due 2030
4.250% senior notes due 2031
5.200% senior notes due 2032
6.750% senior notes due 2032
3.250% senior notes due 2033
5.000% senior notes due 2035
5.400% senior notes due 2035
6.875% senior notes due 2039
7.125% senior notes due 2039
4.625% senior notes due 2039
6.500% senior notes due 2040
5.000% senior notes due 2042
5.200% senior notes due 2045
4.375% senior notes due 2046
4.875% senior notes due 2049
5.500% senior notes due 2050

Document

Exhibit 31.1

I, Carlos Abrams-Rivera, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 29, 2025 of The Kraft Heinz Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Carlos Abrams-Rivera
	Carlos Abrams-Rivera
	Chief Executive Officer

Date: April 29, 2025

Document

Exhibit 31.2

I, Andre Maciel, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended March 29, 2025 of The Kraft Heinz Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Andre Maciel
	Andre Maciel
	Executive Vice President and Global Chief Financial Officer

Date: April 29, 2025

Document

Exhibit 32.1

18 U.S.C. SECTION 1350 CERTIFICATION

I, Carlos Abrams-Rivera, Chief Executive Officer of The Kraft Heinz Company (the “Company”), hereby certify that, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge:

1.The Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2025 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Carlos Abrams-Rivera
Name:	Carlos Abrams-Rivera
Title:	Chief Executive Officer

Date: April 29, 2025

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.

Document

Exhibit 32.2

18 U.S.C. SECTION 1350 CERTIFICATION

I, Andre Maciel, Executive Vice President and Global Chief Financial Officer of The Kraft Heinz Company (the “Company”), hereby certify that, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, to my knowledge:

1.The Company’s Quarterly Report on Form 10-Q for the period ended March 29, 2025 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Andre Maciel
Name:	Andre Maciel
Title:	Executive Vice President and Global Chief Financial Officer

Date: April 29, 2025

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.