Kraft Heinz (Nasdaq: KHC) prices €1B notes, accepts $1.38B of 2046 tenders
Rhea-AI Filing Summary
The Kraft Heinz Company reported that its subsidiary Kraft Heinz Foods Company issued €500,000,000 of 3.500% Senior Notes due 2031 and €500,000,000 of 3.950% Senior Notes due 2034 under an existing shelf registration, both guaranteed on a senior basis by the parent.
The issuer intends to use the net proceeds mainly to fund the cash purchase of its 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 through a concurrent tender offer of up to $1,100,000,000 in aggregate purchase price, with any excess proceeds for general corporate purposes, including potential debt repayment.
Kraft Heinz announced early tender results and pricing: as of the Early Tender Time, $1,751,829,000 of 2046 Notes and $822,568,000 of 2049 Notes were tendered, and the issuer elected early settlement on May 26, 2026, accepting $1,379,414,000 of 2046 Notes, representing approximately 49.51% of that series outstanding, using a proration factor of approximately 78.77%.
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Insights
Kraft Heinz is refinancing long-dated debt by swapping into new euro notes and selectively retiring higher-coupon U.S. bonds.
Kraft Heinz Foods Company issued €500,000,000 of 3.500% Senior Notes due 2031 and €500,000,000 of 3.950% Senior Notes due 2034, guaranteed by The Kraft Heinz Company. Net proceeds are earmarked primarily to purchase 4.375% Notes due 2046 and 4.875% Notes due 2049 via a cash tender offer capped at $1,100,000,000.
At the early tender deadline, holders tendered $1,751,829,000 of 2046 Notes and $822,568,000 of 2049 Notes. The issuer accepted $1,379,414,000 of 2046 Notes, about 49.51% of that series, with a proration factor near 78.77%, and will not purchase any 2049 Notes. This concentrates liability management on the 2046 maturity while leaving the 2049 Notes outstanding.
The transaction does not change equity directly but fine-tunes the debt profile, mixing euro funding with dollar buybacks. Actual balance sheet impact depends on final uptake within the June 5, 2026 tender expiry and future rate conditions disclosed in later filings.
8-K Event Classification
Key Figures
Key Terms
Tender Offer financial
Early Tender Time financial
Maximum Tender Amount financial
Total Consideration financial
Fixed Spread financial
Reference Treasury Security financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 21, 2026, Kraft Heinz Foods Company (the “Issuer”), a 100% owned operating subsidiary of The Kraft Heinz Company (the “Guarantor”), issued €500,000,000 in aggregate principal amount of its 3.500% Senior Notes due 2031 (the “2031 Notes”) and €500,000,000 in aggregate principal amount of its 3.950% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an effective shelf registration statement on Form S-3ASR (Registration No. 333-284906), filed by the Issuer and the Guarantor with the Securities and Exchange Commission (the “SEC”) on February 13, 2025. The Notes are guaranteed on a senior basis by the Guarantor. On May 11, 2026, the Issuer and the Guarantor filed with the SEC a prospectus supplement dated May 7, 2026 in connection with the public offering of the Notes.
The Notes were issued pursuant to an Indenture, dated as of July 1, 2015, among the Issuer, the Guarantor, and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as supplemented by the Fourteenth Supplemental Indenture, dated as of May 21, 2026, by and among the Issuer, the Guarantor and the Trustee (the “Fourteenth Supplemental Indenture”).
The Issuer intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of its 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 validly tendered and accepted for purchase pursuant to a previously announced concurrent tender offer, together with accrued and unpaid interest thereon. Any excess proceeds will be used for general corporate purposes, which may include repayment of outstanding indebtedness. The 2031 Notes will mature on May 21, 2031, and the 2034 Notes will mature on May 21, 2034. Interest on the Notes will be payable annually on May 21 of each year, beginning on May 21, 2027.
For a complete description of the terms and conditions of the offering, the Notes, and the Fourteenth Supplemental Indenture, please refer to copies of the Fourteenth Supplemental Indenture, the Form of 2031 Note and the Form of 2034 Note, which are filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report with respect to the issuance of the Notes is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On May 21, 2026, the Issuer issued a press release announcing the early tender results of its previously announced offer (the “Tender Offer”) to purchase for cash up to a maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest, of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Tender Offer Notes”), as described in the Issuer’s offer to purchase, dated May 7, 2026. A copy of the press release relating to the announcement of the early tender results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On May 21, 2026, the Issuer also issued a press release announcing the pricing terms for the Tender Offer. A copy of the press release relating to the announcement of the pricing terms for the Tender Offer is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K, including the press releases hereby incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 4.1 | Fourteenth Supplemental Indenture, dated as of May 21, 2026, relating to the €500,000,000 3.500% Senior Notes due 2031 and the €500,000,000 3.950% Senior Notes due 2034, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee. | |
| 4.2 | Form of 2031 Note (included as Exhibit A-1 to Exhibit 4.1). | |
| 4.3 | Form of 2034 Note (included as Exhibit A-2 to Exhibit 4.1). | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes. | |
| 5.2 | Opinion of Willkie Farr & Gallagher LLP regarding the validity of the Notes. | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP regarding the validity of the Notes (included in Exhibit 5.1). | |
| 23.2 | Consent of Willkie Farr & Gallagher LLP regarding the validity of the Notes (included in Exhibit 5.2). | |
| 99.1 | The Kraft Heinz Company Early Tender Results Press Release, dated May 21, 2026. | |
| 99.2 | The Kraft Heinz Company Tender Pricing Press Release, dated May 21, 2026. | |
| 104 | The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated May 21, 2026, formatted in inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Kraft Heinz Company | ||||||
| Date: May 21, 2026 |
By: | /s/ Andre Maciel | ||||
| Andre Maciel | ||||||
| Executive Vice President & Global Chief Financial Officer | ||||||
Exhibit 99.1
Kraft Heinz Announces Early Tender Participation Results, Satisfaction of the Financing
Condition, and Election of Early Settlement for Its Previously Announced Cash Tender Offer
PITTSBURGH & CHICAGO – May 21, 2026 – The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the early tender results, as of 5:00 p.m., New York City time, on May 20, 2026 (the “Early Tender Time”), and the satisfaction of the condition to receive proceeds of an offering of new senior unsecured notes on terms satisfactory to the Issuer (the “Financing Condition”), in each case in respect of the previously announced offer by Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and its 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Notes” and each, a “Series” of Notes), from each registered holder of the Notes (the “Holders”), pursuant to the terms and subject to the conditions set forth in the offer to purchase dated May 7, 2026 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meaning given in the Offer to Purchase.
The following table sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of Notes that were validly tendered and not validly withdrawn as of the Early Tender Time according to Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offer:
| CUSIP No. / ISIN |
Title of Security |
Acceptance Priority Level |
Principal Amount Outstanding |
Aggregate Principal Amount Tendered |
||||||||
| 50077L AB2 / US50077LAB27 |
4.375% Senior Notes due June 2046 | 1 | $ | 2,786,174,000 | $ | 1,751,829,000 | ||||||
| 50077L AZ9 / US50077LAZ94 |
4.875% Senior Notes due October 2049 | 2 | $ | 1,450,000,000 | $ | 822,568,000 | ||||||
Kraft Heinz also announced that, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, the Issuer has elected to have an early settlement date with payment for such Notes to occur on May 26, 2026.
The deadline to withdraw Notes tendered in the Tender Offer was 5:00 p.m. New York City time, on May 20, 2026, which deadline has not been extended (such date and time, the “Withdrawal Date”). Accordingly, Notes tendered at or prior to the Withdrawal Date may no longer be withdrawn, except in certain limited circumstances where the Issuer determines that additional withdrawal rights are required by law. Subject to applicable law, the Issuer has reserved the right, in its sole discretion, to at any time (i) waive any and all conditions to the Tender Offer, (ii) extend, terminate, or withdraw the Tender Offer, (iii) increase or waive the Maximum Tender Amount, with or without extending the Withdrawal Date, or (iv) otherwise amend the Tender Offer in any respect.
The applicable Total Consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the applicable Series specified on the front cover of the Offer to Purchase over the applicable Reference Yield based on the bid-side price of the applicable Reference Treasury Security specified on the front cover of the Offer to Purchase, as calculated by the Dealer Managers (as defined below) at 10:00 a.m. New York City time, on May 21, 2026 (such time and date, the “Price Determination Date”).
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Because the maximum combined aggregate purchase price, excluding accrued and unpaid interest, of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time is expected to exceed the Maximum Tender Amount, Kraft Heinz expects to accept for purchase Notes validly tendered and not validly withdrawn in accordance with the Acceptance Priority Levels set forth in the table above. If the aggregate purchase price, excluding accrued and unpaid interest, of the Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time is greater than the Maximum Tender Amount, the Notes of the Series, the acceptance of which would result in the Maximum Tender Amount being exceeded, will be accepted for purchase on a prorated basis in accordance with the terms set forth in the Offer to Purchase. The Issuer will not accept for purchase any Notes tendered after the Early Tender Time. Notes tendered and not accepted for purchase will be promptly returned or credited to the applicable Holder’s account.
The Tender Offer will expire at 5:00 p.m., New York City time, on June 5, 2026, unless extended with respect to a Series of Notes (such time and date, as they may be extended, the “Expiration Time”) or earlier terminated as described in the Offer to Purchase.
Kraft Heinz has engaged BofA Securities, Inc. (“BofA Securities”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the Tender Agent and Information Agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone at (855) 654-2015 (toll free) or (212) 430-3774 (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect); Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (collect); or Goldman Sachs at (800) 828-3182 (toll-free) or (212) 357-1452 (collect).
None of the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Tender Offer. The Tender Offer is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.
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ABOUT THE KRAFT HEINZ COMPANY
Kraft Heinz (Nasdaq: KHC) is one of the world’s largest food and beverage companies, with approximately $25 billion in net sales in 2025 and a portfolio of iconic brands enjoyed by consumers in more than 40 countries. By investing in our capabilities and brands, including Heinz, Kraft, Philadelphia, Primal Kitchen, and Lunchables, we are unlocking the full power of our portfolio. We deliver high-quality, great-tasting, and affordable food for the consumers of today, while shaping the future of food.
Forward-Looking Statements
This press release contains certain statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “could,” “should,” “will,” “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the anticipated timing and completion of the Tender Offer; the expected aggregate principal amount of Notes to be purchased in the Tender Offer; and any other statements regarding the plans, expectations, or intentions with respect to the Tender Offer.
These forward-looking statements reflect management’s current expectations, estimates and assumptions, 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 Kraft Heinz’s control. Such risks, uncertainties, and other factors include, but are not limited to: Kraft Heinz’s ability to consummate the Tender Offer on the terms and conditions or the timeline described in the Offer to Purchase, or at all; the satisfaction or waiver of the conditions to the Tender Offer; changes in laws, regulations, or regulatory interpretations that may affect Kraft Heinz’s ability to consummate the Tender Offer; the aggregate principal amount of Notes of each series ultimately tendered and the level of participation of Holders in the Tender Offer; the timing of the settlement of the Tender Offer; and volatility of capital markets and other macroeconomic factors. For additional information on other factors that could affect the Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the Securities and Exchange Commission (the “SEC”). Any forward-looking statement made in this press release speaks only as of the date hereof and is expressly qualified in its entirety by the cautionary statements set forth herein and the risk factors and other cautionary statements contained in Kraft Heinz’s filings with the SEC. Kraft Heinz disclaims and does not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on any forward-looking statements.
CONTACTS:
Kraft Heinz Media Team (media)
media@kraftheinz.com
Anne-Marie Megela (investors)
Anne-Marie.Megela@kraftheinz.com
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Exhibit 99.2
Kraft Heinz Announces Pricing Terms and the Accepted Tender Amounts for the Cash Tender
Offer for Up To $1.1 Billion Aggregate Purchase Price of Certain of Its Outstanding Notes
PITTSBURGH & CHICAGO – May 21, 2026 – The Kraft Heinz Company (“Kraft Heinz”) (Nasdaq: KHC) announced today the pricing terms and the accepted tender amounts in respect of the previously announced offer by Kraft Heinz Foods Company, its 100% owned subsidiary (the “Issuer”), to purchase for cash (the “Tender Offer”) up to the maximum combined aggregate purchase price of $1,100,000,000, excluding accrued and unpaid interest (the “Maximum Tender Amount”), of its outstanding 4.375% Senior Notes due June 2046 (the “2046 Notes”) and its 4.875% Senior Notes due October 2049 (the “2049 Notes” and, together with the 2046 Notes, the “Notes” and each, a “Series” of Notes), from each registered holder of the Notes (the “Holders”), pursuant to the terms and subject to the conditions set forth in the offer to purchase dated May 7, 2026 (the “Offer to Purchase”). Capitalized terms used in this release but not otherwise defined have the meaning given in the Offer to Purchase.
The applicable total consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Total Consideration”) was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread (as defined below) for the applicable Series specified below over the applicable Reference Yield (as defined below) based on the bid-side price of the applicable Reference Treasury Security specified below, as calculated by the Dealer Managers (as defined below), today at 10:00 a.m. New York City time.
| CUSIP No. / ISIN |
Title of Security |
Acceptance Priority Level |
Reference Treasury |
Reference Yield |
Bloomberg Reference Page |
Fixed Spread (bps) |
Early Tender Premium(1)(2) |
Total Consideration(1) |
||||||||||||
| 50077L AB2 / US50077LAB27 (144A): 50077L AA4 / US50077LAA44 (Reg S): U5009L AA8 / USU5009LAA80 |
4.375% Senior Notes due June 2046 | 1 | 4.625% U.S. Treasury due Feb. 15, 2046 | 5.148% | FIT1 | +100 | $ | 30 | $ | 797.44 | ||||||||||
| 50077L AZ9 / US50077LAZ94 (144A): 50077L AY2 / US50077LAY20 (Reg S): U5009LAZ3 / USU5009LAZ32 |
4.875% Senior Notes due October 2049 | 2 | 4.625% U.S. Treasury due Feb. 15, 2046 | N/A | FIT1 | +116 | $ | 30 | N/A | |||||||||||
| (1) | The Total Consideration for each Series validly tendered prior to or at the applicable Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Premium (as defined below). |
| (2) | Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase (the “Early Tender Premium”). |
Because the maximum combined aggregate purchase price, excluding accrued and unpaid interest, of the 2046 Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 20, 2026 (the “Early Tender Time”), exceeded the Maximum Tender Amount, the Issuer accepts for purchase $1,379,414,000 in aggregate principal amount of the 2046 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (representing approximately 49.51% of the aggregate principal amount of 2046 Notes outstanding), using a proration factor of approximately 78.77% in accordance with the terms and subject to the conditions set forth in the Offer to Purchase, so that the maximum principal amount of the 2046 Notes accepted for purchase does not result in the maximum combined aggregate purchase price (excluding accrued and unpaid interest) exceeding the Maximum Tender Amount. The Issuer will not accept for purchase any of the 2049 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, or any Notes tendered after the Early Tender Time. Notes tendered and not accepted for purchase will be promptly returned or credited to the applicable Holder’s account.
The Issuer will pay Holders who validly tendered and did not validly withdraw their 2046 Notes at or prior to the Early Tender Time, and whose 2046 Notes have been accepted for purchase, the applicable Total Consideration, inclusive of the applicable Early Tender Premium, as set forth in the table above.
Settlement for the 2046 Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and that are accepted for purchase will occur on May 26, 2026 (the “Early Settlement Date”), the third business day after the Early Tender Time.
The Tender Offer will expire at 5:00 p.m. New York City time, on June 5, 2026, unless extended with respect to a Series of Notes (such time and date, as they may be extended, the “Expiration Time”) or earlier terminated as described in the Offer to Purchase.
Kraft Heinz has engaged BofA Securities, Inc. (“BofA Securities”), Citigroup Global Markets Inc. (“Citigroup”), Deutsche Bank Securities Inc. (“Deutsche Bank Securities”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) to act as dealer managers (collectively, the “Dealer Managers”) in connection with the Tender Offer and has appointed Global Bondholder Services Corporation to serve as the Tender Agent and Information Agent for the Tender Offer. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/kraftheinzcompany/ or by contacting Global Bondholder Services Corporation via telephone at (855) 654-2015 (toll free) or (212) 430-3774 (for banks and brokers). Questions regarding the terms of the Tender Offer should be directed to BofA Securities at (888) 292-0070 (toll-free) or (980) 387-3907 (collect); Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); Deutsche Bank Securities at (866) 627-0391 (toll-free) or (212) 250-2955 (collect); or Goldman Sachs at (800) 828-3182 (toll-free) or (212) 357-1452 (collect).
None of the Issuer, Kraft Heinz, their boards of directors or boards of managers, as applicable, the Dealer Managers, Global Bondholder Services Corporation, the Trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. This press release does not describe all the material terms of the Tender Offer, and no decision should be made by any Holder on the basis of this press release. The terms and conditions of the Tender Offer are described in the Offer to Purchase, and this press release must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Tender Offer. The Tender Offer is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. If any Holder is in any doubt as to the contents of this press release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.
ABOUT THE KRAFT HEINZ COMPANY
Kraft Heinz (Nasdaq: KHC) is one of the world’s largest food and beverage companies, with approximately $25 billion in net sales in 2025 and a portfolio of iconic brands enjoyed by consumers in more than 40 countries. By investing in our capabilities and brands, including Heinz, Kraft, Philadelphia, Primal Kitchen, and Lunchables, we are unlocking the full power of our portfolio. We deliver high-quality, great-tasting, and affordable food for the consumers of today, while shaping the future of food.
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Forward-Looking Statements
This press release contains certain statements that may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “could,” “should,” “will,” “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the anticipated timing and completion of the Tender Offer; the expected aggregate principal amount of Notes to be purchased in the Tender Offer; and any other statements regarding the plans, expectations, or intentions with respect to the Tender Offer.
These forward-looking statements reflect management’s current expectations, estimates and assumptions, 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 Kraft Heinz’s control. Such risks, uncertainties, and other factors include, but are not limited to: Kraft Heinz’s ability to consummate the Tender Offer on the terms and conditions or the timeline described in the Offer to Purchase, or at all; the satisfaction or waiver of the conditions to the Tender Offer; changes in laws, regulations, or regulatory interpretations that may affect Kraft Heinz’s ability to consummate the Tender Offer; the aggregate principal amount of Notes of each series ultimately tendered and the level of participation of Holders in the Tender Offer; the timing of the settlement of the Tender Offer; and volatility of capital markets and other macroeconomic factors. For additional information on other factors that could affect the Kraft Heinz’s forward-looking statements, see Kraft Heinz’s risk factors, as they may be amended from time to time, set forth in its filings with the Securities and Exchange Commission (the “SEC”). Any forward-looking statement made in this press release speaks only as of the date hereof and is expressly qualified in its entirety by the cautionary statements set forth herein and the risk factors and other cautionary statements contained in Kraft Heinz’s filings with the SEC. Kraft Heinz disclaims and does not undertake any obligation to update, revise, or withdraw any forward-looking statement in this press release, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on any forward-looking statements.
CONTACTS:
Kraft Heinz Media Team (media)
media@kraftheinz.com
Anne-Marie Megela (investors)
Anne-Marie.Megela@kraftheinz.com
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