Form 8-K

8-K — Kraft Heinz Co

Accession: 0001193125-26-234627

Filed: 2026-05-21

Period: 2026-05-21

CIK: 0001637459

SIC: 2030 (CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d101070d8k.htm (Primary)

EX-4.1 (d101070dex41.htm)

EX-5.1 (d101070dex51.htm)

EX-5.2 (d101070dex52.htm)

EX-99.1 (d101070dex991.htm)

EX-99.2 (d101070dex992.htm)

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8-K

8-K (Primary)

Filename: d101070d8k.htm · Sequence: 1

8-K

Kraft Heinz Co false 0001637459 0001637459 2026-05-21 2026-05-21 0001637459 us-gaap:CommonStockMember 2026-05-21 2026-05-21 0001637459 khc:SeniorNotesDue2029Member 2026-05-21 2026-05-21 0001637459 khc:SeniorNotesDue2033Member 2026-05-21 2026-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware

001-37482

46-2078182

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One PPG Place, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(412) 456-5700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.01 par value

KHC

The Nasdaq Stock Market LLC

3.500% Senior Notes due 2029

KHC29

The Nasdaq Stock Market LLC

3.250% Senior Notes due 2033

KHC33

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

No.

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

EX-4.1

Filename: d101070dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

KRAFT HEINZ FOODS COMPANY,

as Issuer,

THE KRAFT HEINZ

COMPANY,

as Guarantor,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee, Paying Agent, Security Registrar and Transfer Agent

FOURTEENTH SUPPLEMENTAL INDENTURE

Dated as of May 21, 2026

INDENTURE

Dated as of

July 1, 2015

Relating to

€500,000,000

3.500% Senior Notes due 2031

€500,000,000 3.950% Senior Notes due 2034

FOURTEENTH SUPPLEMENTAL INDENTURE

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of May 21, 2026 (the “Supplemental Indenture”), among Kraft Heinz Foods

Company (formerly known as H. J. Heinz Company) (the “Company” or the “Issuer”), a Pennsylvania limited liability company, The Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation)

(“Kraft Heinz” or the “Guarantor”), a Delaware corporation, and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), a national banking association organized and

existing under the laws of the United States of America, as trustee (the “Trustee”), Paying Agent, Transfer Agent and Security Registrar, to the Base Indenture (as defined below).

RECITALS

WHEREAS,

the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of July 1, 2015 (the “Base Indenture”), providing for the issuance from time to time of its notes and other evidences of senior debt

securities, to be issued in one or more series as therein provided;

WHEREAS, pursuant to the terms of the Base Indenture, the Company

desires to provide for the establishment of two series of notes to be known respectively as its 3.500% Senior Notes due 2031 (the “2031 Notes”) and its 3.950% Senior Notes due 2034 (the “2034 Notes” and,

together with the 2031 Notes, the “Notes”), the form and substance of each such series of Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture

(together, the “Indenture”);

WHEREAS, pursuant to the Base Indenture, the Notes will be fully and unconditionally

guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantee”) by Kraft Heinz; and

WHEREAS, the Company and Kraft Heinz have requested that the Trustee execute and deliver this Supplemental Indenture, and all requirements

necessary to make this Supplemental Indenture a legal, valid and binding instrument in accordance with its terms, to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the legal, valid and binding

obligations of the Company, and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly

authorized in all respects.

WITNESSETH:

NOW, THEREFORE, for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the

equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01. Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed

to them in the Base Indenture.

Section 1.02. References in this Supplemental Indenture to article and section

numbers shall be deemed to be references to article and section numbers of this Supplemental Indenture unless otherwise specified.

Section 1.03. For purposes of this Supplemental Indenture, the following terms have the meanings ascribed to them as

follows:

“Additional Notes” means any additional Notes that may be issued from time to time pursuant to

Section 2.01(b).

“Base Indenture” has the meaning provided in the recitals.

“Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an

Independent Investment Banker, a German government bond whose maturity is closest to the Par Call Date, or if the Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German government bond as

such Independent Investment Banker may, with the advice of the Reference Bond Dealers, determine to be appropriate for determining the Comparable Government Bond Rate.

“Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage (rounded to three decimal places,

with 0.0005 being rounded upwards), on the third business day prior to the date fixed for redemption, of the applicable Comparable Government Bond on the basis of the middle market price of such Comparable Government Bond prevailing at 11:00 a.m.

(London time) on such business day as determined by an Independent Investment Banker.

“Depositary” means Deutsche Bank

AG, London Branch, as common depositary.

“Euroclear” means Euroclear Bank SA/NV, as operator of Euroclear systems

Clearance System, or any successor securities clearing agency.

“Indenture” has the meaning provided in the recitals.

“Independent Investment Banker” means an independent investment bank that the Company appoints to act as the

Independent Investment Banker from time to time.

“Initial Notes” means the aggregate principal amount of each series

of Notes issued on the date hereof, as specified in Section 2.01(a).

“Notes” has the meaning provided in the recitals. For the avoidance of

doubt, “Notes” shall include the Additional Notes, if any.

“Par Call Date” means

(i) April 21, 2031 for any 2031 Notes and (ii) February 21, 2034 for any 2034 Notes.

“Paying

Agent” has the meaning provided in Section 2.05(a).

“Reference Bond Dealer” means three firms that are

brokers of and/or market makers in German government bonds (each a “Primary Bond Dealer”) which the Company specifies from time to time; provided, however, that if any of them ceases to be a Primary Bond Dealer, the

Company will substitute another Primary Bond Dealer.

“Security Registrar” has the meaning provided in

Section 2.05(b).

“Supplemental Indenture” has the meaning provided in the preamble.

“Transfer Agent” has the meaning provided in Section 2.05(b).

“Trustee” has the meaning provided in the preamble.

ARTICLE TWO

GENERAL

TERMS AND CONDITIONS OF THE NOTES

Section 2.01. Designation and Principal Amount.

(a) The Notes are hereby authorized and are respectively designated the 3.500% Senior Notes due 2031 and the 3.950% Senior Notes due 2034,

each unlimited in aggregate principal amount. The 2031 Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of €500,000,000 and the 2034 Notes issued on the date hereof pursuant to the

terms of the Indenture shall be in an aggregate principal amount of €500,000,000, which amounts shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section 301 of the Base

Indenture.

(b) In addition, without the consent of the Holders of the Notes of a series, the Company may issue, from time to time in

accordance with the provisions of the Indenture, Additional Notes of such series having the same ranking and the same interest rate, maturity and other terms as the Notes of such series (except for the issue date, issue price and, in some cases, the

first payment of interest or interest accruing prior to the issue date of such Additional Notes); provided that if the Additional Notes of a series are not fungible with the Notes of such series issued on the date hereof for United States

federal income tax purposes, such Additional Notes will be issued under separate ISIN and CUSIP numbers. Any Additional Notes of a series, together with the Notes of such series issued on the date hereof, shall constitute a single series of notes

under the Indenture. No Additional Notes of a series may be issued if an Event of Default has occurred with respect to the Notes of such series.

Section 2.02. Maturity.

Unless an earlier redemption has occurred, the principal amount of the 2031 Notes shall mature and be due and payable, together with any

accrued interest thereon, on May 21, 2031.

Unless an earlier redemption has occurred, the principal amount of the 2034 Notes shall

mature and be due and payable, together with any accrued interest thereon, on May 21, 2034.

Section 2.03.

Form and Payment.

(a) The Notes shall be issued as global notes, in fully registered book-entry form without coupons in denominations of

€100,000 and integral multiples of €1,000 in excess thereof.

(b) The Notes and the Trustee’s Certificates of

Authentication to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby incorporated in and made a part of this Supplemental Indenture. Notwithstanding Section 303 of the Base Indenture, the Trustee may

authenticate the Notes by manual or electronic signature.

hereby expressly made, a part of this Supplemental Indenture, and the Company, Kraft Heinz and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

(d) Principal, premium, if any, and/or interest, if any, on the global notes representing the Notes shall be made on the Business Day prior to

the relevant payment date to the Paying Agent for the accounts of Euroclear and Clearstream. If the Paying Agent determines that the amount received by it is insufficient to make the relevant payment due in respect of the Notes, the Paying Agent

shall not be obligated to pay the Holders of the Notes such payment until the Paying Agent has received such full amount.

(e) The

principal of and premium, if any, and interest on the Notes shall be payable in euros and not in any other currency and Section 311 of the Base Indenture shall not apply with respect to the Notes. Notwithstanding the foregoing, if the euro is

unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer used by the member states of the European Economic and Monetary Union that have adopted the

euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the

Company or so used. In such circumstances, the amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second Business

Day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or

prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently

available market exchange rate for euros. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default.

(f) The global notes representing the Notes shall be deposited with, or on behalf of, the

Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the

Depositary or such nominee to a successor of the Depositary or a nominee of such successor.

Section 2.04.

Interest.

The 2031 Notes shall bear interest as provided in the form of Note attached hereto as Exhibit A-1. The 2034 Notes shall bear interest as provided in the form of Note attached hereto as Exhibit A-2.

Section 2.05. Paying Agent, Security Registrar and Transfer Agent.

(a) For so long as the Notes remain outstanding, the Company shall, to the extent reasonably practicable and permitted as a matter of law,

ensure that there is a paying agent (the “Paying Agent”) (or affiliate thereof) for the Notes in the United Kingdom or a member state of the European Union (if such state exists) that will not be obligated to withhold or deduct

tax pursuant to U.S. law in the event definitive registered Notes are issued.

(b) The Company shall also maintain one or more security

registrars (a “Security Registrar”) and a transfer agent (the “Transfer Agent”). Any right, protection or indemnity provided to the Trustee, the Paying Agent or the Security Registrar under the Indenture shall

also be afforded to the Paying Agent, the Security Registrar and the Transfer Agent under this Supplemental Indenture. The Security Registrar and the Transfer Agent will maintain a register reflecting ownership of definitive registered Notes

outstanding from time to time and will facilitate the transfer of definitive registered Notes on behalf of the Company.

may change the Paying Agent, the Security Registrar or the Transfer Agent without prior notice to the Holders of the Notes. Deutsche Bank Trust Company Americas will be the initial Paying Agent, Security Registrar and Transfer Agent for the Notes.

The Company or any of its Subsidiaries may act as Paying Agent, Security Registrar or Transfer Agent in respect of the Notes.

ARTICLE

THREE

REDEMPTION

Section 3.01. Optional Redemption.

(a) At any time prior to the applicable Par Call Date, the Company shall have the option to redeem each series of Notes, in whole at any time

or in part from time to time, at a redemption price calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of

principal and interest thereon that would be due if the Notes to be redeemed matured on the applicable Par Call Date (exclusive of interest accrued to the redemption date), determined by discounting to the redemption date, on an annual basis

(ACTUAL/ACTUAL (ICMA)), such principal and interest at the applicable Comparable Government Bond Rate plus 15 basis points, in the case of the 2031 Notes, and 20 basis points, in the case of the 2034 Notes; plus, in the case of each of

(i) and (ii), accrued and unpaid interest, if any, to, but not including, the redemption date.

(b) On or after the applicable Par Call Date, the Company shall have the option to redeem

each series of Notes, in whole at any time, or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date.

Section 3.02. Selection and Notice of Redemption.

(a) Notice of any redemption of Notes of a series will be mailed or electronically delivered (or otherwise transmitted in accordance with the

applicable procedures of Euroclear and Clearstream, as applicable) to each Holder of Notes of such series to be redeemed at least 10 days but not more than 60 days prior to the date fixed for redemption. At the Company’s option, a notice of

redemption may be conditioned on the satisfaction of one or more conditions. If so conditioned, such a notice of redemption shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all of such

conditions shall be satisfied (or waived by the Company, in its discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions have not been satisfied (or waived by the Company, in its

discretion) by the redemption date, or the redemption date so delayed.

(b) In the case of a partial redemption of a series of Notes,

selection of the Notes of such series for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of €100,000 or less will be redeemed in

part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount and the CUSIP and ISIN numbers of the Note to be redeemed. A new Note in a principal amount equal to

the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by Euroclear or Clearstream (or another depositary), the redemption of

the Notes shall be done in accordance with the policies and procedures of the applicable depositary.

payment of the redemption price, on and after the date fixed for redemption, interest will cease to accrue on the Notes or portions thereof called for redemption.

ARTICLE FOUR

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 4.01. Consolidation, Merger, Conveyance or Transfer.

With respect to the Notes only, Section 801(a)(1) of the Base Indenture is hereby replaced with the following:

“(1)(A) the Issuer or the Guarantor, as applicable, is the continuing Person or any resulting, surviving or transferee Person (the

“successor purchaser”) is an entity organized under the laws of the United States, any state of the United States or the District of Columbia; and (B) the successor purchaser (if not the Issuer or the Guarantor, as

applicable) expressly assumes by a supplemental indenture (a)(i) the due and punctual payment of the principal of, and any premium and interest on, all of the Notes (in the case of a successor purchaser to the Issuer) or (ii) the Guarantee (in

the case of a successor purchaser to the Guarantor) and (b) the performance of every covenant in this Indenture that the Issuer or the Guarantor, as applicable, would otherwise have to perform as if it were an original party to this

Indenture;”

For the avoidance of doubt, Section 801 of the Base Indenture will not apply to transactions by and among the

Company, the Guarantor and their respective Subsidiaries.

ARTICLE FIVE

COVENANTS

Section 5.01. Limitation on Liens.

With respect to the Notes only, Section 1007(a)(2) of the Base Indenture is hereby replaced with the following: “Liens existing on

the issue date of the Notes”.

For the avoidance of doubt, an increase in the amount of indebtedness in connection with any accrual

of interest, accretion of original issue discount, payment of interest in the form of additional indebtedness with the same terms and increases in the amount of indebtedness outstanding solely as a result of fluctuations in the exchange rate of

currencies or increases in the value of property securing indebtedness, shall not constitute an assumption, incurrence or guarantee for the purposes of Section 1007 of the Base Indenture, so long as the original Liens securing such indebtedness

were permitted under the Indenture.

Section 5.02. Sale and Leaseback Transactions.

With respect to the Notes only, Section 1008(a)(3) of the Base Indenture is hereby replaced with the following: “such Sale and

Leaseback Transaction exists on the issue date of the Notes or at the time any Person that owns a Principal Facility becomes a Restricted Subsidiary”.

ARTICLE SIX

MISCELLANEOUS

Section 6.01. Application of Supplemental Indenture.

The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed. This Supplemental Indenture shall be

deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

Section 6.02.

Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317

of the Trust Indenture Act, the imposed duties shall control.

Section 6.03. Conflict with Base Indenture.

To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect. If

any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Supplemental Indenture shall control.

Section 6.04. Notices

For so long as any Notes are represented by global Notes, all notices to Holders of the Notes will be delivered to Euroclear and Clearstream,

each of which will give such notices to the Holders of book-entry interests in the Notes.

Section 6.05.

Governing Law; Waiver of Jury Trial.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

STATE OF NEW YORK.

EACH OF THE COMPANY, KRAFT HEINZ, THE TRUSTEE, THE PAYING AGENT, THE SECURITY REGISTRAR AND THE TRANSFER AGENT HEREBY

IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 6.06. Successors.

All agreements of the Company and Kraft Heinz in the Base Indenture, this Supplemental Indenture and the Notes shall bind their successors.

All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors. All agreements of the Paying Agent, Security Registrar and Transfer Agent in this Supplemental Indenture shall bind its successors.

Section 6.07. Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such

counterparts shall together constitute but one and the same instrument.

Section 6.08. Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and the Notes other than as to the

validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Company and Kraft Heinz and not the Trustee and the Trustee assumes no responsibility for the same. The Trustee

or any Authenticating Agent shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

Section 6.09 Electronic Communication.

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted

through a software platform or application, shall be deemed original signatures for purposes of this Supplemental Indenture and all other related documents and all matters and agreements related thereto, with such facsimile, scanned and electronic

signatures having the same legal effect as original signatures. The parties agree that this Supplemental Indenture or any other related document or any instrument, agreement or document necessary for the consummation of the transactions contemplated

by this Supplemental Indenture or the other related documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the delivery of securities or the wire transfer

of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time

applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as

if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Trustee acts on any Executed

Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding

that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or

be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has

been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including,

without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

KRAFT HEINZ FOODS COMPANY

By:

/s/ Matthew Nochowitz

Name: Matthew Nochowitz

Title: Treasurer

[Signature Page to

Supplemental Indenture]

IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

THE KRAFT HEINZ COMPANY

By:

/s/ Matthew Nochowitz

Name: Matthew Nochowitz

Title: Treasurer

[Signature Page to

Supplemental Indenture]

IN WITNESS WHEREOF, the Trustee, Paying Agent, Security Registrar and Transfer Agent has

caused this instrument to be duly executed.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Paying Agent, Security Registrar and Transfer Agent

By:

/s/ Carol Ng

Name: Carol Ng

Title: Vice President

By:

/s/ Chris Niesz

Name: Chris Niesz

Title: Director

[Signature Page to

Supplemental Indenture]

Exhibit A-1

Form of Global Note representing the Notes

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”), OR CLEARSTREAM BANKING S.A.

(“CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR SUCH OTHER

NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

THIS CERTIFICATE

IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITORY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITARY, TO NOMINEES OF THE DEPOSITARY OR

TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT EITHER

(1) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR AN ENTITY DEEMED TO HOLD THE “PLAN ASSETS” OF SUCH PLANS (AN

“ERISA PLAN”) OR A U.S. EMPLOYEE BENEFIT PLAN OR RETIREMENT ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, WITH ERISA PLANS, A

“PLAN”) OR AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO NON-U.S., STATE, LOCAL OR OTHER FEDERAL LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE

FOREGOING PROVISIONS OF ERISA AND THE CODE (“SIMILAR LAW”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT

PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.

No. [ ]

KRAFT HEINZ FOODS COMPANY

3.500%

SENIOR NOTE DUE 2031

representing

€

CUSIP: 50077L BQ8

ISIN: XS3367254458

COMMON CODE: 336725445

Kraft Heinz Foods Company (formerly known as H. J. Heinz Company), a Pennsylvania limited liability company (hereinafter called the

“Company” or the “Issuer,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay BT Globenet Nominees Limited (as nominee of the

Depositary), or registered assigns, the principal sum of € on May 21, 2031 and to pay interest thereon from May 21, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly

provided for, annually in arrears as described on the reverse hereof until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to

the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, as described on the reverse hereof. Any such interest not so punctually paid or duly

provided for shall forthwith cease to be payable to the Holders on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date

for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not

inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the

Borough of Manhattan, The City of New York, in euros. All payments of principal and interest in respect of this Note will be made by the Company in immediately available funds. If the euro is unavailable to the Company due to the imposition of

exchange controls or other circumstances beyond the Company’s control or the euro is no longer used by the member states of the European Economic and Monetary Union that have adopted the euro as their currency or for the settlement of

transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the

amount payable on any date in euros will be converted into U.S. dollars at the rate mandated

by the Board of Governors of the Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the Federal

Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The

Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for euros.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set

forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by

manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

Signature Page Follows

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

KRAFT HEINZ FOODS COMPANY

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

Dated:

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:

Name:

Title:

(Reverse of Note)

KRAFT HEINZ FOODS COMPANY

This

Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in

aggregate principal amount to € (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of July 1, 2015 between the Company, as issuer, The

Kraft Heinz Company (formerly known as H.J. Heinz Holding Corporation), as guarantor (“Kraft Heinz”), and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank, National Association), as Trustee (the

“Base Indenture”), as supplemented by the Fourteenth Supplemental Indenture, dated as of May 21, 2026 among the Company, Kraft Heinz, the Trustee, Paying Agent, Transfer Agent, and Security Registrar (the

“Supplemental Indenture” and, together with the Base Indenture, herein called the “Indenture”), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the

rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are

to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if

any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in

the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as the 3.500% Senior Notes due 2031 (the “Notes”).

The Notes will bear interest at 3.500% per annum. Interest on the Notes will be paid annually in arrears on May 21 of each year,

beginning on May 21, 2027 (each, an “Interest Payment Date”). Interest on an Interest Payment Date will be paid to the Holders of the Notes in whose names the Notes are registered on the security register at the close of

business on the Business Day immediately preceding the related Interest Payment Date (the “Regular Record Date”). Interest on the Notes will be computed on the basis of the actual number of days in the period for which interest is

being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or May 21, 2026 if no interest has been paid on the Notes), to, but excluding, the next scheduled Interest Payment Date.

This payment convention is referred to as “ACTUAL/ACTUAL (ICMA)” in the rulebook of the International Capital Markets Association.

If any Interest Payment Date, the maturity date or earlier date of redemption for the Notes falls on a day that is not a Business Day, the

required payment will be made on the next Business Day and no interest will accrue or otherwise accumulate on the amount so payable for the period from and after such Interest Payment Date, maturity date or date of redemption, as the case may be.

The Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking and the same interest

rate, maturity and other terms as the Notes, except for the issue price, issue date and, in some cases, the first payment of interest or interest accruing prior to the issue date of such additional notes. Any additional notes having such similar

terms, together with the Notes, shall constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to the Notes.

Guarantee

Pursuant to Article Fourteen of the Base Indenture, the Company’s obligations under the Indenture with respect to the Notes shall be

guaranteed on a senior unsecured basis by Kraft Heinz. Kraft Heinz shall be automatically and unconditionally released and discharged from all obligations under the Indenture and the Guarantee without any action required on the part of the Trustee

or any Holder pursuant to Section 1406 of the Base Indenture.

Change of Control Triggering Event

If a Change of Control Triggering Event (as defined below) occurs, unless the Company has previously or concurrently (i) delivered an

unconditional (or conditional solely with respect to the consummation of the applicable Change of Control Triggering Event) redemption notice with respect to all the outstanding Notes as described in Section 3.01 of the Supplemental Indenture

or (ii) sent a redemption notice with respect to all the outstanding Notes as described under “Redemption for Tax Reasons” below, Holders may require the Company to repurchase all or any part (equal to €100,000 or an integral

multiple of €1,000 in excess thereof) of their Notes pursuant to an offer (a “Change of Control Offer”) of payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued but unpaid

interest, if any, on the Notes repurchased, to, but excluding, the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, except to the extent the Company has

exercised its right to redeem all the outstanding Notes as described in clause (i) or (ii) above pursuant to Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, the Company will deliver a

notice to each Holder of the Notes, electronically or by first class mail at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream, describing the transaction or

transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered

(the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. The Company must comply with the requirements of Rule 14e-1 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws, rules and regulations thereunder to the extent those laws, rules and regulations are applicable in connection with the repurchase

of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws, rules or regulations conflict with the Change of Control provisions of the Notes, the Company will comply with the applicable

securities laws, rules and regulations and will not be deemed to have breached its obligations under the Change of Control Triggering Event provisions of the Notes by virtue of such conflicts.

On the Change of Control Payment Date, the Company will, to the extent lawful:

•

accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;

•

deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or

portions of Notes validly tendered; and

•

deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officer’s

certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The

Paying Agent will promptly deliver to each Holder of Notes properly tendered the purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in

principal amount to any unpurchased portion of any Notes surrendered, if any; provided that each such new note will be in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof.

The Company will not be required to make the Change of Control Offer with respect to the Notes upon a Change of Control Triggering Event if

(1) a third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements for a Change of Control Offer made by the Company and such third party purchases all Notes validly tendered and not

validly withdrawn pursuant to such Change of Control Offer or (2) a notice of redemption (as described above) of all outstanding Notes has, prior to or concurrently with such Change of Control Triggering Event, been given pursuant to

Section 3.01 of the Supplemental Indenture or under “Redemption for Tax Reasons” below, unless and until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not

consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control

Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control (as defined below) at the time of making of the Change of Control Offer.

Notwithstanding the provisions set forth in Section 902 of the Base Indenture, the provisions of this Note relating to the

Company’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified prior to the occurrence of a Change of Control Triggering Event with the written consent of the Holders

of a majority in principal amount of the Notes then outstanding.

For purposes of the foregoing discussion of a repurchase at the option

of Holders, the following definitions are applicable:

“Affiliate” of any specified Person means any other Person

directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to

direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings

correlative to the foregoing.

“Below Investment Grade Rating Event” means that, on any date during the

period commencing on the earlier of (a) the occurrence of a Change of Control and (b) the date of first public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of

the occurrence of the Change of Control (which 60-day period shall be extended for so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating

Agencies), the rating of the Notes is lowered, and the Notes are rated below an Investment Grade Rating, by two Rating Agencies if the Notes are only rated by two Rating Agencies, or by all three Rating Agencies if the Notes are rated by all three

Rating Agencies; provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred with respect to a particular Change of Control (and thus shall not be

deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder) if each of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not

announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprising or arising as a result of, or in respect of, the applicable Change of

Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer,

conveyance or other disposition (other than by way of merger, amalgamation, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the properties or assets of Kraft Heinz

and its Subsidiaries taken as a whole to any Person (as defined below) or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than to the Company or one of its wholly owned

Subsidiaries or one or more Permitted Holders (as defined below); (2) the approval by the holders of the common stock of Kraft Heinz of any plan or proposal for the liquidation or dissolution of Kraft Heinz (whether or not otherwise in compliance

with the provisions of the Indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person or Group (other than to one or more Permitted Holders) becomes the

beneficial owner (as defined in Rules 13d-3 (without giving effect to the proviso in clause (d)(1)(i) thereof) and 13d-5 under the Exchange Act as in effect on the

original issuance date of the Notes), directly or indirectly, of more than 50% of the then-outstanding number of shares of the voting stock of Kraft Heinz; or (4) Kraft Heinz ceasing to own, directly or indirectly, 100% of the issued and

outstanding membership interests of the Company.

“Change of Control Triggering Event” means the occurrence of both a

Change of Control and a Below Investment Grade Rating Event.

“Fitch” means Fitch, Inc., or any successor to the rating

agency business thereof.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by

Moody’s (as defined below), BBB- (or the equivalent) by S&P (as defined below), and BBB- (or the equivalent) by Fitch.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Permitted Holders” means, collectively, (1) Berkshire Hathaway,

Inc., and each of its Affiliates but not including, however, any portfolio companies of any of the foregoing, (2) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a

Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture, (3) the members of management of Kraft Heinz (or any parent entity of Kraft Heinz) or its Subsidiaries who are holders

of capital stock of Kraft Heinz or of any parent entity of Kraft Heinz on the original date of issuance of the Notes, (4) any Person who is acting solely as an underwriter in connection with a public or private offering of capital stock of any

parent entity of Kraft Heinz or Kraft Heinz, acting in such capacity, and (5) any Group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are

members; provided that, in the case of such Group and without giving effect to the existence of such Group or any other Group, the Persons referred to in clauses (1) through (3) above collectively have beneficial ownership of more than 50% of

the total voting power of the voting stock of Kraft Heinz or any of its direct or indirect parent entities of Kraft Heinz held by such Group.

“Person” has the meaning set forth in the Indenture and includes a “person” as used in

Section 13(d)(3) of the Exchange Act.

“Rating Agencies” means (1) each of Moody’s, S&P and Fitch;

or (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating

organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or

two or all of them, as the case may be.

“S&P” means S&P Global Ratings Services, a division of S&P Global,

Inc., and its successors.

Payment of Additional Amounts

Section 1010 of the Base Indenture shall be replaced in its entirety with the following:

All payments by the Company or Kraft Heinz on the Notes or the Guarantee will be made free and clear of and without withholding or deduction

for or on account of any present or future tax, assessment or other governmental charges and any penalties, interest or additions to tax with respect thereto (each a “tax”) imposed by the United States, unless the withholding or

deduction of such taxes is required by law or the official interpretation or administration thereof.

If any taxes imposed by the United

States are required to be withheld or deducted in respect of any payment made under or with respect to the Notes or the Guarantee, the Company or Kraft Heinz will, subject to the exceptions and limitations set forth below, pay additional amounts

(“Additional Amounts”) as are necessary in order that the net amounts received in respect of such payments by each beneficial owner who is not a United States person after such withholding or deduction by any applicable

withholding agent (including any withholding or deduction in respect of such Additional Amounts) will equal the amounts which would have been received in respect of such payments on any Note or the Guarantee in the absence of such withholding or

deduction; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:

(a) to any tax to the

extent such tax is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or stockholder of the Holder if the Holder is an estate, trust, partnership or

corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

(i) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment

in the United States;

(ii) having or having had any other connection with the United States (other

than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights under the Notes or the Guarantee), including being or having been a citizen or resident of the United States;

(iii) being or having been a personal holding company, a passive foreign investment company or a controlled foreign

corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;

(iv) being or having been a “10-percent shareholder” of the Guarantor or

the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”); or

(v) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in

the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provisions;

(b) to any

Holder that is not the sole beneficial owner of the Notes or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the

fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial

or distributive share of the payment;

or the beneficial owner to comply with certification, identification or other information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the Notes, if

compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such tax, but

only to the extent that the Holder or beneficial owner is legally eligible to provide such certification or other evidence;

(d) to any

tax that is imposed otherwise than by withholding or deduction in respect of a payment on the Notes or the Guarantee;

(e) to any estate,

inheritance, gift, sales, transfer, wealth or similar tax;

(f) to any withholding or deduction that is imposed on a payment to a holder or beneficial

owner and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;

(g) to any tax required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be

made without such withholding by at least one other paying agent;

(h) to any tax to the extent such tax would not have been imposed or

levied but for the presentation by the holder or beneficial owner of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is

duly provided for, whichever occurs later;

(i) to any tax to the extent such tax is imposed or withheld solely by reason of the

beneficial owner being a bank (1) purchasing the Notes in the ordinary course of its lending business or (2) that is neither (A) buying the Notes for investment purposes only nor (B) buying the Notes for resale to a third-party

that either is not a bank or holding the Notes for investment purposes only;

(j) to any tax imposed under sections 1471 through 1474 of

the Code as of the issue date (or any amended or successor provision that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into

pursuant to current section 1471(b) of the Code (or any amended or successor version described above) or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement (or related laws or official

administrative practices) implementing the foregoing; or

(k) in the case of any combination of clauses (a) through (j) above.

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to

the Notes. Except as specifically provided under this heading, the Company (or Kraft Heinz, if applicable) will not be required to make any payment for any tax imposed by any government or a political subdivision or taxing authority of or in any

government or political subdivision.

The Company or Kraft Heinz will use reasonable efforts to obtain certified copies of tax receipts

evidencing the payment of any taxes so deducted or withheld, or other evidence reasonably satisfactory to the Trustee, and will provide such copies or other evidence to the Trustee.

The foregoing obligations will survive any termination, defeasance or discharge of the indenture and will apply mutatis mutandis to any

successor to the Company or Kraft Heinz.

For purposes of the foregoing, “United States person” means any individual who is a

citizen or resident of the United States for United States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of

Columbia, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust, if (a) a court within the United States is able to exercise primary jurisdiction over its administration and one

or more United States persons have the authority to control all of its substantial decisions or (b) it has a valid election in place under applicable United States Treasury regulations to be treated as a domestic trust.

Redemption for Tax Reasons

Section 1108 of the Base Indenture shall be replaced in its entirety with the following:

If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States, or

any change in, or amendments to, an official position regarding the application, interpretation, administration or enforcement of such laws, regulations or rulings (including by virtue of any action taken by a taxing authority, a holding, judgment

or order by a court of competent jurisdiction (whether or not such action was taken or brought with respect to the Company), or a change in published administrative practice), which change or amendment is announced and becomes effective after

May 7, 2026, the Company or Kraft Heinz becomes or will become obligated to pay Additional Amounts as described under “Payment of Additional Amounts Above” with respect to the Notes, then the Company may, at any time at its option,

redeem, in whole, but not in part, the Notes on not less than 10 nor more than 60 days prior notice to the Holders of the Notes, at a redemption price equal to 100% of the outstanding principal amount thereof, together with accrued and unpaid

interest (if any) on the Notes being redeemed to, but excluding, the date fixed for redemption (subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date and

Additional Amounts, if any, in respect thereof) and all Additional Amounts, if any, then due and which will become due on the date fixed for redemption as a result of the redemption or otherwise. Prior to any such notice of redemption, the Company

or Kraft Heinz will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption, and (b) a written Opinion of Counsel selected by the Company to the effect that the Company has been or

will become obligated to pay Additional Amounts.

The Trustee and Paying Agent will accept and will be entitled to conclusively rely upon

such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above for the Company or Kraft Heinz to exercise its right to redeem the Notes, which determination will be

conclusive and binding on the Holders.

Optional Redemption

The Notes are subject to redemption at the option of the Company pursuant to Section 3.01 of the Supplemental Indenture.

Defeasance; Satisfaction and Discharge

The Indenture contains provisions for discharge or defeasance at any time of the entire principal of all the Securities of any series upon

compliance by the Company with certain conditions set forth therein.

The Company’s obligations under the Indenture with respect to

Notes may be terminated if the Company irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on the Indenture.

Events of Default

If an Event of Default (other than an Event of Default described in Section 501(4) or 501(5) of the Base Indenture) with respect to the

Notes shall occur and be continuing, then either the Trustee or the Holders of not less than 25% in principal amount of the Notes of this series then Outstanding may declare the entire principal amount of the Notes of this series due and payable in

the manner and with effect provided in the Indenture. If an Event of Default specified in Section 501(4) or 501(5) of the Base Indenture occurs with respect to the Company or Kraft Heinz, all of the unpaid principal amount and accrued interest

then outstanding shall ipso facto become and be immediately due and payable in the manner and with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

Amendments & Waiver

Without

notice to or the consent of the Holders of the Notes, the Indenture and the Notes may be amended, supplemented or otherwise modified by the Company, the Guarantors, as applicable, and the Trustee as provided in the Indenture. The Indenture permits,

with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of

the Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding of each series issued under the Indenture to be affected thereby. The Indenture also contains provisions permitting the Holders of specified

percentages in aggregate principal amount of the Securities of that series at the time Outstanding, on behalf of the Holders of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and

certain past defaults under the Indenture and their consequences with respect to such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any

Note issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Payment

No reference herein to the

Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or

currency, herein and in the Indenture prescribed.

Transfer, Registration and Exchange

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the

Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and

the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon due or one or more new notes, of authorized denominations and for the same aggregate principal amount, will be issued to the

designated transferee or transferees.

The Notes are issuable only in registered form without coupons in denominations of

€100,000 and any multiple of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a

different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such

registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered

as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

The Notes are not subject to a sinking fund.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein. In the event of a conflict between the

terms of the Notes and the terms of the Indenture, the terms of the Indenture shall prevail.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Name and address of Assignee, including zip code, must be printed or typewritten)

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

to transfer the said Note on the books of Kraft Heinz Foods Company with full power of substitution in the premises.

Dated: _________

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or part of this Note purchased by the Company pursuant to a Change of Control Triggering Event, state the

amount you elect to have purchased:

€____________

(integral multiples of €1,000, provided that the unpurchased portion must be in a minimum principal amount of €100,000)

Date: ____________

Your Signature:

________________________________________________

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

________________________________________

Signature Guarantee*: __________

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is € . The following exchanges of a part of this

Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of decrease

in Principal Amount

of this Global Note

Amount of increase

in Principal Amount

of this Global Note

Principal Amount of

this Global Note

following such

decrease or increase

Signature of

authorized signatory

of Trustee,

Depositary or

Custodian

Exhibit A-2

Form of Global Note representing the Notes

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”), OR CLEARSTREAM BANKING S.A.

FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

THIS CERTIFICATE

BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT EITHER

“PLAN”) OR AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO NON-U.S., STATE, LOCAL OR OTHER FEDERAL LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE

FOREGOING PROVISIONS OF ERISA AND THE CODE (“SIMILAR LAW”), OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT

PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.

No. [ ]

KRAFT HEINZ FOODS COMPANY

3.950%

SENIOR NOTE DUE 2034

representing

€

CUSIP: 50077L BR6

ISIN: XS3367254532

COMMON CODE: 336725453

Kraft Heinz Foods Company (formerly known as H. J. Heinz Company), a Pennsylvania limited liability company (hereinafter called the

Depositary), or registered assigns, the principal sum of € on May 21, 2034 and to pay interest thereon from May 21, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly