卡夫亨氏美股招股说明书(2026-05-07版)

€Kraft Heinz Foods Company Guaranteed by The Kraft Heinz Company€% Senior Notes due 20€% Senior Notes due 20 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering €aggregate principal amountof% senior notes due(the “20Notes”) and €aggregate principal amount of% senior notes due(the “20Notes” and, together with the 20Notes, the “Notes”). The 20Notes will mature on, 20and the 20Notes will mature on, 20. The Notes will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future seniorunsecured debt and will rank senior in right of payment to all of our future subordinated debt. The Notes will be guaranteed (the “Guarantee”)on a senior basis by The Kraft Heinz Company, a Delaware corporation (the “Guarantor”). The Guarantee will rank equally in right of paymentwith the Guarantor’s existing and future senior unsecured debt and will rank senior in right of payment to all of the Guarantor’s futuresubordinated debt. The Notes and the Guarantee will be effectively subordinated to all of the Guarantor’s and our future secured indebtednessto the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the existing and future indebtednessand other liabilities of our subsidiaries. Interest on the Notes will accrue from, 2026. Interest on the Notes will be payable annually in arrears onof eachyear, beginning on, 2027, as described under the heading “Description of the Notes—Principal, Maturity and Interest—Interest.” We may redeem some or all of the Notes at any time and from time to time, in each case at our option and as described under the heading“Description of the Notes—Optional Redemption.” The Notes may also be redeemed in whole, but not in part, at any time at our option, in theevent of certain tax law changes as described under the heading “Description of the Notes—Redemption for Tax Reasons.” If we experience a Change of Control Triggering Event as defined in this prospectus supplement, holders of the Notes will have the rightto require us to repurchase the Notes under the terms set forth under the heading “Description of the Notes—Change of Control TriggeringEvent.” The Notes will be issued in book-entry form only, in minimum denominations of €100,000 and integral multiples of €1,000 in excess Currently, there are no existing public markets for the Notes. We intend to apply to list the Notes on The Nasdaq Bond Exchange(“Nasdaq”). The listing application will be subject to approval by Nasdaq. You should consider carefully therisk factorsbeginning on page S-8 of this prospectus supplement, therisk factors beginning on page 4 of the accompanying prospectus, and the risk factors incorporated byreference herein and therein before investing in the Notes. (1)The public offering prices set forth above do not include accrued interest, if any, from , 2026 if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the Notes to investors in book-entry form only through Clearstream Banking S.A. (“Clearstream”) andEuroclear Bank SA/NV (“Euroclear”) against payment on or about, 2026. Joint Book-Running Managers GoldmanSachs&Co.LLC Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTNOTICE TO PROSPECTIVE INVESTORSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESBOOK-ENTRY, DELIVERY AND FORMCERTAIN CONSIDERATIONS APPLICABLE TO U.S. RETIREMENT PLANS AND ARRANGEMENTSUNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROPSECTUSKRAFT HEINZWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF KHFC DEBT SECURITIESDESCRIPTION OF KRAFT HEINZ CAPITAL STOCK DESCRIPTION OF OTHER SECURITIES SELLING SECURITYHOLDERS PLAN OF DISTRIBUTION You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus andthe information contained in any free writing prospectus that we may provide to you. We have not, and the underwriters have not, authorized anyoneelse to provide you with different or additional information and we do not take, and the underwriters do not take, any responsibility for, and can provideno assurance as to the reliability of, any other information that others may give you. You must not rely upon any information or representation notcontained or