KHC

• The Kraft Heinz Company voluntarily decided to withdraw its common stock listing from Nasdaq and transfer to the NYSE.
• Common stock will cease trading on Nasdaq at market close on September 11, 2026, and begin trading on NYSE at market open on September 14, 2026.
• The company's senior notes due 2029, 2031, 2033, and 2034 will remain listed on Nasdaq.
• A press release announcing the transfer was issued on August 26, 2026, and furnished as Exhibit 99.1.

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Operating loss was $6.4 billion, driven by $7.4 billion non-cash impairment losses; Adjusted Operating Income fell 18.4% to $1.0 billion.
• Diluted EPS was $(4.60), up 30.3% from $(6.60) a year ago; Adjusted EPS was $0.56, down 18.8%.
• Year-to-date cash from operations rose 8.2% to $2.1 billion; Free Cash Flow up 10.3% to $1.7 billion.
• FY2026 outlook: Organic Net Sales down 0.5% to 2.0%; Adjusted EPS $2.03 to $2.09; Free Cash Flow Conversion ~110%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Board of Directors of The Kraft Heinz Company amended and restated the company's by-laws on July 22, 2026.
• Stockholder proposal and director nomination procedures are enhanced with additional disclosure and update requirements.
• The maximum duration of a proxy is increased from 11 months to three years.
• Federal district courts are designated as the exclusive forum for Securities Act claims.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Cory Onell, EVP and Chief Omnichannel Sales and Asia Emerging Markets Officer, will step down effective June 30, 2026.
• He will receive severance under the company's Amended and Restated Severance Pay Plan for Salaried Employees.
• He will receive a prorated annual bonus for fiscal year 2026.
• The announcement was made on June 18, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• On June 8, 2026, Kraft Heinz Foods Company instructed Deutsche Bank Trust Company Americas to distribute a notice of partial redemption to holders of its 3.875% Senior Notes due 2027.
• The redemption price equals 100% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date, and any make-whole amount.
• Notes to be redeemed will be selected by lot or similar method per DTC procedures.
• The disclosure was made under Item 7.01 Regulation FD and is not deemed filed under the Exchange Act.

7.01 Regulation FD Disclosure

• Net proceeds will fund the purchase of 4.375% Senior Notes due 2046 and 4.875% Senior Notes due 2049 validly tendered in a concurrent cash tender offer, with excess for general corporate purposes.
• As of May 20, 2026 early tender deadline, $1.75B of 2046 notes and $822.6M of 2049 notes were tendered, exceeding the $1.1B maximum tender amount.
• Early settlement for accepted tendered notes is expected on May 26, 2026; the tender offer expires June 5, 2026.
• The new notes mature May 21, 2031 and May 21, 2034, with annual interest payments starting May 21, 2027.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Stockholders approved, on an advisory basis, executive compensation with 846,476,891 votes for and 51,123,740 against.
• Stockholders approved the Amended and Restated 2020 Omnibus Incentive Plan (2026 Plan) with 875,403,742 votes for and 22,377,915 against.
• Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026 was approved with 955,089,151 votes for and 60,577,107 against.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to stockholders.

5.07 Submission of Matters to a Vote of Security Holders

• The offering consists of €500 million of 3.500% senior notes due 2031 and €500 million of 3.950% senior notes due 2034.
• Underwriters include Citigroup Global Markets Limited, Deutsche Bank AG London Branch, Goldman Sachs & Co. LLC, and Merrill Lynch International.
• The notes are being purchased on a firm commitment basis and are expected to be issued on or around May 21, 2026.
• The underwriting agreement is filed as Exhibit 1.1 to the Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits