卡夫亨氏美股招股说明书(2026-01-20版)

The Kraft Heinz Company Common Stock The selling stockholder of The Kraft Heinz Company identified in this prospectus supplement mayoffer to sell, from time to time, 325,442,152 shares of our common stock, par value $0.01 per share(“common stock”). We are not selling any shares in this offering and will not receive any of the proceeds We are filing this prospectus supplement pursuant to the terms of the Amended and RestatedRegistration Rights Agreement, dated as of July2, 2015, to which we and the selling stockholder are parties This registration of the offer and sale of the shares of common stock does not necessarily mean that theselling stockholder identified in this prospectus supplement will offer to sell any of the shares of common The selling stockholder will act independently in making decisions with respect to the timing, mannerand size of any sale or non-sale related transfer. The selling stockholder may offer the shares from time totime for sale in one or more transactions on Nasdaq, in the over-the-counter market, through negotiated Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol“KHC.” On January20, 2026, the last reported sale price of our common stock was $23.76 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-2of this prospectussupplement, as well as those contained in the documents incorporated by reference herein, for a discussion of Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus The date of this prospectus supplement is January20, 2026. Prospectus Supplement We have not, and the selling stockholder has not, authorized anyone to provide any information or to makeany representations other than those contained or incorporated by reference in this prospectus supplement orthe accompanying prospectus. Neither we nor the selling stockholder take any responsibility for, or can provideany assurance as to the reliability of, any other information that others may give you. This prospectussupplement and the accompanying prospectus constitute an offer to sell only the shares of common stock offered Persons who come into possession of this prospectus supplement or the accompanying prospectus injurisdictions outside the United States are required to inform themselves about and to observe any restrictions ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts, a prospectus supplement and an accompanying prospectus datedFebruary13, 2025. This prospectus supplement and the accompanying prospectus are part of a shelfregistration statement that we filed with the SEC. Under the shelf registration process, the selling The accompanying prospectus provides you with a general description of our common stock. Thisprospectus supplement contains specific information about the terms of this offering of shares of commonstock by the selling stockholder named in this prospectus supplement. This prospectus supplement may alsoadd to, update, or change information contained in the accompanying prospectus or in any documents that This prospectus supplement and the accompanying prospectus do not contain all of the informationincluded in the registration statement. The registration statement filed with the SEC includes or incorporatesby reference exhibits that provide more details about the matters discussed in this prospectus supplementand the accompanying prospectus. You should carefully read this prospectus supplement, the accompanyingprospectus, any related free writing prospectus and the related exhibits filed with the SEC, together with the No offer of the common stock will be made in any jurisdiction where the offer is not permitted. DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents to which we refer youherein and therein include certain “forward-looking statements” within the meaning of the federal securitieslaws with respect to our businesses, strategies and plans, our future financial condition, performance,liquidity and capital needs, the industry in which we operate, any sales of shares of common stock by theselling shareholder, and other similar matters. Statements included in or incorporated by reference into thisprospectus supplement and the accompanying prospectus that are not historical facts, including statementsabout the beliefs and expectations of management, are forward-looking statements. Words such as“anticipate,” “reflect,” “invest,” “see,” “make,” “expect,” “give,” “deliver,” “drive,” “believe,” “improve,”“assess,” “reassess,” “remain,” “evaluate,” “grow,” “will,” “plan,” “intend,” and variations of such wordsand similar future or conditional expressions are intended to identify forward-looking statements. These Important factors that may affect our business and oper