卡夫亨氏美股招股说明书(2026-05-11版)

Guaranteed by The Kraft Heinz Company€500,000,000 3.500% Senior Notes due 2031€500,000,000 3.950% Senior Notes due 2034 Kraft Heinz Foods Company, a Pennsylvania limited liability company (the “Issuer”), is offering €500,000,000 aggregate principal amount of 3.500% senior notesdue 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of 3.950% senior notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the“Notes”). The 2031 Notes will mature on May 21, 2031 and the 2034 Notes will mature on May 21, 2034. The Notes will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future senior unsecured debt and will ranksenior 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, aDelaware corporation (the “Guarantor”). The Guarantee will rank equally in right of payment with the Guarantor’s existing and future senior unsecured debt and willrank senior in right of payment to all of the Guarantor’s future subordinated debt. The Notes and the Guarantee will be effectively subordinated to all of the Guarantor’sand our future secured indebtedness to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the existing and futureindebtedness and other liabilities of our subsidiaries. Interest on the Notes will accrue from May 21, 2026. Interest on the Notes will be payable annually in arrears on May 21 of each year, beginning on May 21,2027, 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 theNotes—Optional Redemption.” The Notes may also be redeemed in whole, but not in part, at any time at our option, in the event of certain tax law changes as describedunder 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 right to require us torepurchase the Notes under the terms set forth under the heading “Description of the Notes—Change of Control Triggering Event.” The Notes will be issued in book-entry form only, in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. 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 listingapplication will be subject to approval by Nasdaq. You should consider carefully therisk factorsbeginning on page S-8 of this prospectus supplement, the risk factors beginningon page 4 of the accompanying prospectus, and the risk factors incorporated by reference herein and therein before investing inthe Notes. (1)The public offering prices set forth above do not include accrued interest, if any, from May 21, 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 disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation 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”) and Euroclear Bank SA/NV(“Euroclear”) against payment on or about May 21, 2026. 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