Kraft Heinz Co (KHC) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Kraft Heinz Co surfaced in its latest filing.

• In 2025, the company announced plans to remove FD&C colors from its U.S. portfolio by the end of 2027.2025
• On September 2, 2025, the company announced an intention to separate into two independent publicly traded companies through a tax-free spin-off. On February 11, 2026, the Board decided to pause work related to the Separation.September 2, 2025
• Approximately $20.9 billion aggregate principal amount of senior notes outstanding, with maturities from 2026 through 2050.
• As of January 16, 2026, Berkshire Hathaway Inc. owns approximately 27.5% of our common stock.January 16, 2026
• Senior Credit Facility includes a financial covenant to maintain a minimum shareholders' equity balance (excluding accumulated other comprehensive income/(losses)).
• As of December 27, 2025, goodwill and intangible assets total $59.7 billion. In 2025, we recorded $9.3 billion in non-cash goodwill impairment losses. Reporting units and brands with 20% or less excess fair value over carrying amount as of the June 29, 2025 test had an aggregate carrying value of $37.2 billion.2025
• Pending litigation alleging that certain products are 'ultra-processed' and cause adverse health impacts.
• Long-term debt rated BBB with stable outlook from S&P, BBB with rating watch negative from Fitch, and Baa2 under review for downgrade from Moody's.
• Registration rights agreement with Berkshire Hathaway requires registration for resale of registrable shares (approximately 27.5% of outstanding as of January 16, 2026). On January 20, 2026, a prospectus supplement was filed to register for resale up to 325,442,152 shares.January 20, 2026
• In November 2023, Board authorized repurchase of up to $3.0 billion of common stock through December 26, 2026. As of December 27, 2025, remaining authorization of approximately $1.5 billion.November 2023
• Russian business generated approximately 1% of consolidated net sales in 2025; cash balance of approximately $140 million as of December 27, 2025; less than 1% of consolidated assets in Russia.2025
• U.S. government imposed increased or new tariffs; certain foreign governments imposed retaliatory tariffs.
• IRS examination for years 2018-2022. Notices of Proposed Adjustment in 2023 for 2018 and 2019 proposing additional tax of ~$200M each year plus ~$85M penalties. Notices in 2025 for 2020-2022 proposing ~$200M, $210M, $200M plus ~$85M penalties each year.2023