UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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The Kraft Heinz Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2026

PROXY

STATEMENT

AND NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS

WE ARE CONSUMER OBSESSED. WE DARE TO DO BETTER EVERYDAY. WE CHAMPION GREAT PEOPLE. WE DEMAND DIVERSITY. WE DO THE RIGHT THING. WE OWN IT.

TO BE THE LEADER IN ELEVATING AND CREATING

FOOD THAT MAKES YOU FEEL GOOD.

AT A GLANCE

$24.9B Net Sales	33.3% Gross Profit Margin	($4.7B) Operating Income	$4.7B Adjusted Operating Income*
($4.93) Diluted EPS	$2.60 Adjusted EPS*	$4.5B Net Cash Provided by Operating Activities	$3.7B Free Cash Flow*

* Non-GAAP financial measure. For more information, including reconciliations of our non-

GAAP measures to the comparable GAAP measures, see Appendix A to this Proxy Statement.

Dream

Values

Purpose

STEVE CAHILLANE,

CHIEF EXECUTIVE OFFICER

AND MEMBER OF THE BOARD

OF DIRECTORS

Since joining Kraft Heinz, I have seen that our opportunity is larger than expected - and I believe that many of our challenges are fixable and within our control. My No. 1 priority is returning the business to profitable growth, which will require that all resources in 2026 are relentlessly focused on the excellent execution of our operating plan.

2025

Table of

CONTENTS

NOTICE	Notice of 2026 Annual Meeting of Stockholders		3
BOARD LETTER	Letter from Our Board Chair		4
COMPANY OVERVIEW	Our Business		5
	Our People		5
	Leadership Transitions		5
	2025 Performance Highlights		6
VOTING ROADMAP	Voting Roadmap for 2026 Annual Meeting Proposals		8
STOCKHOLDER ENGAGEMENT	Year‑Round Engagement		11
	Informed Governance Practices		12
	Meaningful, Responsive Action		12
OUR BOARD		Election of Directors	14
	Our 2026 Director Nominees		14
GOVERNANCE	Corporate Governance Highlights		23
	Board Structure and Operations		24
	Committees of the Board		25
	Director Engagement		29
	Board’s Oversight Role		32
	Other Governance Policies and Practices		36
DIRECTOR COMPENSATION	Director Compensation Program		38
	Director Stock Ownership Guidelines		39
	2025 Director Compensation Table		40
BENEFICIAL OWNERSHIP OF STOCK	Directors and Officers		41
	Principal Stockholders		42
	Delinquent Section 16(a) Reports		42
EXECUTIVE COMPENSATION	2025 Compensation Highlights		43
		Advisory Vote to Approve Compensation of Our Named Executive Officers	44
	Compensation Discussion and Analysis		45
	Executive Compensation Tables		69
	Pay Ratio Disclosure		78
	Pay Versus Performance Disclosure		79
		Approval of The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan	84

2026 Proxy Statement 1

AUDIT MATTERS		Ratification of Selection of Independent Auditors	94
	Selection of Independent Auditors		95
	Independent Auditors’ Fees and Services		95
	Pre‑Approval Policy		95
	Audit Committee Report for the Fiscal Year Ended December 27, 2025		96
OTHER INFORMATION	Information Regarding the Annual Meeting		98
	Frequently Asked Questions About the Annual Meeting and Voting		99
	Voting Information		100
	Stockholder Proposals		104
	Other Matters		105
APPENDIX A	Non‑GAAP Financial Measures		106
	Organic Net Sales		106
	Adjusted Operating Income		107
	Adjusted EPS/Adjusted Net Income		108
	Free Cash Flow/Free Cash Flow Conversion		109
	Net Leverage		110
APPENDIX B	The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan		111

Websites

Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).

Forward-Looking Statements

This Proxy Statement contains information that may constitute forward-looking statements, as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “seek,” “will," “would,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding performance, events, developments, or achievements that we expect or anticipate will occur in the future, including statements expressing general views about future operating results or our targeted achievement of sustainability and other goals, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements as such statements speak only as of the date made. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 27, 2025 and those set forth in our future filings with the SEC. We disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.

Forward-looking and other statements in this document may also address our sustainability progress, plans, and goals. The inclusion of such statements is not an indication that these are material to the Company, investors, or other stakeholders or required to be disclosed in the Company’s filings under the U.S. securities laws or any other laws or requirements applicable to the Company. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

2 2026 Proxy Statement

Notice of 2026 Annual

MEETING OF STOCKHOLDERS

YOUR VOTE IS IMPORTANT. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form with control number available and follow the instructions. For additional information, see Question 4 on page 97. By Order of the Board of Directors,	DETAILS
		DATE Thursday, May 14, 2026
		TIME 11:00 a.m. Eastern Time
		LOCATION ― VIRTUAL MEETING Live via webcast at www.virtualshareholdermeeting.com/ KHC2026 Access will open 15 minutes prior to start.
	RECORD DATE March 16, 2026 Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. We mailed the Notice, our Proxy Statement, our Annual Report to Stockholders for the year ended December 27, 2025, and the proxy card on or about April 3, 2026. HOW TO VOTE

		HEIDI MILLER Corporate Secretary & Deputy General Counsel, Corporate Governance & Securities Chicago, Illinois April 3, 2026		BY PHONE Call the phone number listed on your proxy card, Notice, or voting instruction form
				ONLINE Visit the website listed on your proxy card, Notice, or voting instruction form
				BY MAIL Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials
	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2026 The Kraft Heinz Company’s Proxy Statement and Annual Report to Stockholders for the year ended December 27, 2025 are available at ir.kraftheinzcompany.com/financials/annual-reports

2026 Proxy Statement 3

Letter from Our

BOARD CHAIR

On behalf of the Board of Directors, I thank you for your continued commitment to Kraft Heinz. While our performance in 2025 was disappointing, both the Board and Executive Leadership Team enter 2026 with a renewed commitment and focus on returning Kraft Heinz to growth. Some of our performance challenges last year stemmed from industry-wide headwinds that included inflation, tariffs, and shifting consumer priorities, but we realize that we also fell short in our execution – especially in U.S. Retail. We understand the importance of getting our largest market back on track. There were also bright spots in 2025 – in particular, momentum in our Taste Elevation portfolio, our performance in Emerging Markets and in Canada and continued strong Free Cash Flow generation gives us the confidence in the long-term future of our business. RESHAPING OUR BUSINESS FOR 2026 – AND FOR THE FUTURE In December 2025, we announced the appointment of Steve Cahillane as our CEO. Steve has a strong and compelling track record of driving stockholder growth through an ideal combination of growth-oriented leadership, capital allocation discipline, and strategic dexterity – the perfect combination for Kraft Heinz. In February 2026, the Board, with Steve’s encouragement, decided to pause the previously announced separation, in favor of a $600 million investment in the business. Investments in marketing, sales capabilities, and product development will help us accelerate momentum in our Taste Elevation portfolio, drive recovery in our U.S. business and return Kraft Heinz to profitable growth. In addition to Steve’s transition as our CEO, a few members of our Board of Directors have decided not to stand for re-election. I want to thank directors James Park and Debby Soo for their commitment, service, and many contributions to our Board. STRENGTHENED BOARD EXPERTISE We welcomed three new board members in 2025: Kevin Cox, Mary Lou Kelley, and Tony Palmer. Individually and collectively, our new members strengthen our domain expertise in consumer packaged goods, retail and brand management, business turnaround and transformation, and global experience. You’ll read more about their backgrounds in this Proxy Statement, but we are fortunate to have directors with this extensive knowledge to help create an exciting future for Kraft Heinz and our investors. Finally, I am honored that the Board appointed me as its Independent Chair, effective January 1, 2026. The entire Board is immeasurably grateful to our retiring Executive Chair, Miguel Patricio, who has served Kraft Heinz and our stockholders in many ways – as CEO, as a director, and most recently, as our Executive Chair. Miguel’s expertise in our business is rivaled only by his passion and commitment to our leaders and employees, and he will be missed. I believe a new dawn is upon us at Kraft Heinz – and Steve and his leadership team, with the full support of our Board, is fully engaged in bringing this future into focus. As stockholders, your vote is extremely important, as is our ongoing engagement with you about our programs, practices, policies, and most of all – our performance. The Board is deeply appreciative for the trust and confidence you place in Kraft Heinz, especially during this critical time of leadership change and marketplace investment.
  I believe a new dawn is upon us at Kraft Heinz – and Steve and his leadership team, with the full support of our Board, is fully engaged in bringing this future into focus.             Sincerely, JOHN CAHILL Board Chair April 3, 2026

4 2026 Proxy Statement

Company

OVERVIEW

The Kraft Heinz Company (“Kraft Heinz,” “we,” “our,” “us,” or the “Company”) is a global food company with a delicious heritage and a Dream: To be the leader in elevating and creating food that makes you feel good. This dream is our North Star pointing our way forward, even during times of challenge and transformation. With iconic and emerging food and beverage brands around the world, we strive to deliver the best taste, fun, and quality to every table we touch. Around the world, our people are connected by a spirit of ownership, agility, and endless curiosity. We also believe in being good humans who are working to improve our Company, communities, and planet. We’re proud of where we’ve been — and even more thrilled about where we’re headed — as we work to nourish the world and lead the future of food.

OUR BUSINESS

We are driving transformation at Kraft Heinz and consumers are the center of everything we do. We are committed to growing our iconic and emerging food and beverage brands on a global scale.

OUR PEOPLE

~35K	40	69
employees globally	countries in which we have employees	manufacturing and processing facilities operated globally

LEADERSHIP TRANSITIONS

On December 15, 2025, the Board of Directors (the “Board”) appointed Steve Cahillane as CEO and as a member of the Board, effective January 1, 2026, following a robust succession planning process by the Board. Mr. Cahillane brings a wealth of industry experience to Kraft Heinz, having most recently served as Chairman, President, and CEO of Kellanova, previously Kellogg Company, until it was acquired by Mars, Incorporated in December 2025. Based on these unique qualifications and his proven track record for large-scale transformations within the industry, the Board believes Mr. Cahillane is uniquely positioned to lead the Company through this period of operational and portfolio transformation and is confident he will drive value for our stockholders and other stakeholders. Carlos Abrams-Rivera served as Chief Executive Officer (“CEO”) and as a member of the Board until December 31, 2025 and as an advisor until March 6, 2026.

On February 18, 2026, Nicolas Amaya was appointed as Executive Vice President and President, North America, effective February 23, 2026. Mr. Amaya brings extensive global and North American experience across the consumer packaged goods industry, with a track record of driving profitable growth by strengthening brand portfolios and building strong relationships with key customers and partners. Most

2026 Proxy Statement 5

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

recently, he served in senior executive roles at Kellanova, where he played a key role in advancing the company’s commercial strategy, operational performance, and organization transformation. Pedro Navio served as Executive Vice President and President, North America until February 22, 2026 and as an advisor until March 6, 2026.

2025 PERFORMANCE HIGHLIGHTS

2025 was a challenging year for the industry and for Kraft Heinz. We faced a number of headwinds, including inflation, tariffs, and shifting consumer priorities, and saw meaningful year-over-year decline in both top line and bottom line results. Organic Net Sales were pressured by market share losses, particularly in U.S. Retail. Operational efficiencies and limited pricing actions partially offset inflation and tariffs, resulting in a Gross Profit Margin decline. Despite these challenges, we exited 2025 with a strong balance sheet that preserves flexibility for capital allocation. For fiscal year 2025, we had the following results:

SALES	INCOME	CASH FLOW
NET SALES	OPERATING INCOME	NET CASH PROVIDED BY OPERATING ACTIVITIES
(3.5%)	($4.7B)	$4.5B
year-over-year decrease	377.4% year-over-year decrease	6.6% year-over-year increase
ORGANIC NET SALES*	ADJUSTED OPERATING INCOME*	FREE CASH FLOW*
(3.4%)	$4.7B	$3.7B
year-over-year decrease	11.5% year-over-year decrease	15.9% year-over-year increase

* Non-GAAP financial measure. For more information, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see Appendix A to this Proxy Statement.

We manage our operating results through four operating segments. We have two reportable segments defined by geographic region: North America and International Developed Markets. Our remaining operating segments, consisting of West and East Emerging Markets and Asia Emerging Markets, are combined and disclosed as Emerging Markets. For fiscal year 2025, we had the following results:

Net Sales by Segment	Segment Adjusted Operating Income
(Millions)	(Millions)

6 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

OUR SUSTAINABILITY INITIATIVES

In support of our Dream, To be the leader in elevating and creating food that makes you feel good, and our Value, We do the right thing, we believe it’s our responsibility to partner with our stakeholders to create a healthier world and more sustainable environment. The Kraft Heinz sustainability strategy is designed to prioritize the sustainability issues that matter most to the Company and stakeholders, focusing on areas where we believe we can have the greatest impact. We center our sustainability efforts around three pillars: People, Product, and Planet. Our sustainability initiatives are integrated into our long-term business strategy, whether we are sustainably sourcing tomatoes for our beloved Heinz Tomato Ketchup, supporting the communities where we live and work, improving product health and nutrition, or procuring electricity from renewable sources.

We have established key sustainability governance aspirations to guide our efforts:

•ACCOUNTABILITY. We maintain sustainability oversight by the Board. Our Global Chief Procurement and Sustainability Officer, key leaders, and their respective team members lead and support our sustainability initiatives and have key performance metrics linked to our sustainability goals.	•MARKET OUR PRODUCTS RESPONSIBLY. We aim to market and advertise our products in a responsible and suitable manner to our audiences.
•COMMUNICATE TRANSPARENTLY AND AUTHENTICALLY. We publish annual sustainability reports, with reference to industry-best reporting frameworks. We also report climate, forests, and water information on an annual basis to CDP and engage with stakeholders on key sustainability matters.	•PROMOTE BELONGING. We are intentional about creating a culture where everyone can do their best work, own their career, and feel they belong.
•PROMOTE WORKPLACE HEALTH AND SAFETY. We aim to provide a healthy, safe, and secure workplace.	•OPERATE ETHICALLY. We strive to conduct business in an ethical manner and with integrity and transparency.

We aim to set ambitious environmental goals, source sustainably, improve the nutrition of our products we sell, and make impactful advancements in communities where we live and work ― all with a commitment to transparency. In addition to our annual sustainability reports, we provide information on our sustainability strategy and progress and related policies and principles on our website at www.kraftheinzcompany.com/sustainability.

2026 Proxy Statement 7

Voting

ROADMAP

This is intended to provide an overview of voting matters and recommendations. It may not contain all information important to you. Please review this entire Proxy Statement and our 2025 Annual Report prior to voting.

	ELECTION OF DIRECTORS Elect the following 10 directors to hold office until the Company’s 2027 Annual Meeting.
		THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES.	MORE ON PAGE 14

The Board believes that the nominees possess the appropriate mix of skills, qualifications, and expertise to effectively guide, oversee, and challenge management in the execution of our strategy.

1

DIRECTOR NOMINEES AT A GLANCE

	John T. Cahill, Chair		Steve Cahillane		Humberto P. Alfonso		L. Kevin Cox
Former Chief Executive Officer and Executive Chairman, Kraft Foods Group, Inc. Age: 68 Director Since: 2015 Committees: Other Current Public Company Boards: 3 Independent		Chief Executive Officer, Kraft Heinz Age: 60 Director Since: 2026 Committees: None Other Current Public Company Boards: 1		Former Executive Vice President and Chief Financial Officer, Information Services Group, Inc. Age: 68 Director Since: 2023 Committees: Other Current Public Company Boards: 1 Independent		President, LKC Advisory, LLC Age: 62 Director Since: 2025 Committees: Other Current Public Company Boards: None Independent

	Lori Dickerson Fouché		Diane Gherson		Mary Lou Kelley		Elio Leoni Sceti
Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA Age: 56 Director Since: 2021 Committees: Other Current Public Company Boards: 2 Independent		Former Senior Vice President and Chief Human Resources Officer, International Business Machines Corporation (IBM) Age: 69 Director Since: 2022 Committees: Other Current Public Company Boards: None Independent		Former President, E-Commerce, Best Buy Co., Inc. Age: 65 Director Since: 2025 Committees: Other Current Public Company Boards: 2  Independent		Co-Founder, Chief Crafter, and Chairman, The Craftory Age: 60 Director Since: 2020 Committees: Other Current Public Company Boards: None Independent

	9 of 10	DIRECTORS ARE INDEPENDENT		Tony Palmer		John C. Pope
			Operating Partner, One Rock Capital Partners LLC Age: 66 Director Since: 2025 Committees: Other Current Public Company Boards: 1 Independent		Chairman and Chief Executive Officer, PFI Group LLC Age: 76 Director Since: 2015 Committees: Other Current Public Company Boards: None Independent
	Audit Committee
	Compensation Committee
	Governance Committee
	Chair

8 2026 Proxy Statement

	ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and Analysis and Executive Compensation Tables in this Proxy Statement.
		THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.	MORE ON PAGE 44

The cornerstone of our compensation program is our pay-for-performance philosophy that is designed to link a significant portion of each executive’s, including our NEO’s, compensation to their individual performance and Kraft Heinz’s performance, including performance targets set in alignment with our strategic plan and market expectations. Our compensation elements are designed to work together to drive above median performance, continue to drive value creation, and align our employee’s interests with those of our stockholders.

	The Human Capital and Compensation Committee (“Compensation Committee”) designs our compensation program to be aligned with our long-term growth strategy and stockholders’ interests, with executive compensation significantly weighted to be at-risk and performance-driven.
Performance- Driven to Align with Stockholder Interests	CASH	Base salary provides a stable source of income designed to be market competitive. Performance Bonus Plan motivates and rewards performance in line with our strategic plan.
	EQUITY	Performance Share Units (“PSUs”) incentivize total shareholder return (“TSR”) and reward achievement against long-term Company financial performance targets and long-term performance of our common stock. Restricted Stock Units (“RSUs”) incentivize retention and ownership and reward achievement with long-term performance of our common stock.
Equity Mix Weighted to Performance Share Units	For 2025, our annual equity award mix includes 70% PSUs and 30% RSUs. Our 2025 PSUs feature a three-year performance period and are based 40% on three-year average annual Company TSR performance relative to the performance peer group, with TSR achievement capped at target in the event the Company has a negative TSR; 30% on three-year Organic Net Sales compound annual growth rate (CAGR); and 30% on three-year cumulative Free Cash Flow.
Ambitious Targets	We value meritocracy and our performance-based compensation opportunity is designed to be highly market competitive and includes individual and business targets designed to be ambitious but attainable.
Responsive to Stockholders	At our 2025 Annual Meeting, stockholders supported the compensation of our NEOs with approval by approximately 96% of the votes cast. Taking into consideration the strong support in 2025, the Compensation Committee has maintained the general design of our compensation program for 2026. The Compensation Committee is committed to continual review and refinement of our compensation program, taking into consideration stockholder feedback and the evolution of our business.
Peer Benchmarked	We use objective criteria to establish our peer company group and evaluate executive compensation versus our peer group median and in light of individual contribution and performance.

2

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

2026 Proxy Statement 9

	APPROVAL OF THE KRAFT HEINZ COMPANY AMENDED AND RESTATED 2020 OMNIBUS INCENTIVE PLAN Approve The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan, which was adopted by our Board on March 25, 2026.
		THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 3.	MORE ON PAGE 84

We are asking our stockholders to approve The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”). The Board believes the 2026 Plan will continue to align the interests of employees with those of our stockholders.

3

	RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS Ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditors for the fiscal year ending on December 26, 2026.
		THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 4.	MORE ON PAGE 94

Taking into consideration the quality of services provided by PwC and the factors described in the Audit Matters section of this Proxy Statement, the Audit Committee and the Board have determined that the retention of PwC as our independent auditors continues to be in the best interests of the Company and our stockholders. The Audit Committee believes that PwC’s tenure as the Company’s auditor lends PwC valuable experience with the Company and knowledge of our business that are a benefit to the quality and effectiveness of PwC’s audit. This experience enables PwC to develop and implement efficient and innovative audit processes with respect to Kraft Heinz, focus on the risks that are significant to the Company and its industry, and provide services for fees the Audit Committee considers competitive.

4

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

10 2026 Proxy Statement

Stockholder

ENGAGEMENT

We believe it is important to engage with investors to better understand their priorities. We have developed a robust year-round stockholder engagement program. Each year we engage with a significant and diverse group of stockholders on topics important to our stockholders as well as the Company. The stockholder engagement program also informs and improves our decision-making with respect to our strategies, programs, policies, and practices, and helps create long-term value for Kraft Heinz and our stockholders.

For 2025, following the September announcement to separate Kraft Heinz into two independent, publicly traded companies and the Board’s decision to appoint Mr. Cahillane as Chief Executive Officer and a member of the Board effective January 1, 2026, we paused our fall stockholder outreach and plan to resume engagement after the filing of this Proxy Statement. At the same time, our Investor Relations team actively engaged with our investors throughout 2025, participating in seven investor conferences and non-deal roadshows while continuing regular outreach with stockholders and sell-side analysts. Our sustainability team also conducted approximately 15 sustainability stakeholder engagements.

YEAR-ROUND ENGAGEMENT

We meet with institutional stockholders throughout the year to share and respond to questions regarding our performance, significant corporate governance matters, executive compensation, sustainability efforts, and changes in our Board and Executive Leadership Team. Our comprehensive engagement efforts also include year-round outreach by: our Investor Relations team through investor conferences, non-deal roadshows, and regular meetings with stockholders and sell-side analysts; our Corporate Secretary and Compensation teams with proxy advisory firms; our Sustainability team with sustainability rating firms and stakeholders; and our Treasury team with rating agencies and firms. Generally, webcasts of management’s presentations at industry or investor conferences are publicly accessible on our Investor Relations website at ir.kraftheinzcompany.com/news-events/events.

SPRING	SUMMER	FALL	WINTER
· We publish our proxy statement and our annual report · We hold engagement calls with our largest stockholders in advance of their votes at our Annual Meeting, with director participation at select meetings · We hold our Annual Meeting	· We assess how our stockholders voted on the proposals at our Annual Meeting · Our Board and Committees approve the self-evaluation process	· We hold engagement calls with our largest stockholders, with director participation at select meetings · Our Board and Committees conduct annual self-evaluations	· We assess outcomes from our fall stockholder engagement calls and governance best practices · We review policy updates by our stockholders and stakeholders · We update our annual governance framework and policies, taking into account our stockholder engagements and Board self-evaluations

2026 Proxy Statement 11

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

Throughout 2025, we actively engaged with current and prospective stockholders at investor conferences and Kraft Heinz events, including:

INFORMED GOVERNANCE PRACTICES

We regularly share stockholder feedback with management, the Board, and Committees of the Board. In addition, the Nominating and Corporate Governance Committee (“Governance Committee”) considers corporate governance trends and best practices, as well as our peer and other large company practices, including with respect to our stockholder engagement program and annual meetings, and reviews the voting results of our annual meetings. The Compensation Committee considers compensation trends and best practices, as well as our peer and other large company practices and reviews the say-on-pay voting results of annual meetings.

MEANINGFUL, RESPONSIVE ACTION

Informed by our ongoing engagement with the corporate governance, investment stewardship, and portfolio management teams of our stockholders and other stakeholders throughout the year, we have made a number of enhancements and refinements to our corporate governance, compensation, and sustainability programs and practices. Key actions in recent years include:

CORPORATE GOVERNANCE

•Elected an independent Chair of the Board.

•Continued focus from the Board on refreshment, with a balance of tenures and strong independent representation.

•Enhanced disclosure regarding the skills of members of the Board, including more detailed disclosure of how the Board defines such skills.

COMPENSATION

•Increased the percentage of PSUs in our annual equity award mix, lengthened vesting periods for PSUs and RSUs, added Company-specific metrics to PSUs, and aligned CEO compensation structure to that of our other NEOs.

12 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

SUSTAINABILITY

•Began providing a user-friendly appendix in our annual ESG Reports that shows annual achievement across various metrics and tracks to Global Reporting Initiative (GRI) Sustainability Standard and aligned to the general principles of the Sustainability Accounting Standards Board (SASB) for food and beverage companies, as well as the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD).

•Announced goal to achieve net zero GHG emissions across our operational footprint (Scope 1 and Scope 2) and entire global supply chain (Scope 3) by 2050.

2026 Proxy Statement 13

Our

BOARD

	ELECTION OF DIRECTORS Elect the following 10 directors to hold office until the Company’s 2027 Annual Meeting.
		THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES NAMED FOR ELECTION IN THIS PROXY STATEMENT.

At the recommendation of the Governance Committee, the Board has nominated the 10 directors named in this Proxy Statement for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. James Park, Miguel Patricio, and Debby Soo are not standing for re-election at the Annual Meeting.

The Board believes the director nominees are highly qualified and collectively have the appropriate mix of attributes, perspectives, experience, and expertise to provide strong leadership, counsel, and oversight to the Company and management to advance our long-term strategy and deliver value to stockholders. Each nominee has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected. All of the director nominees are current directors. Six of the directors were elected by stockholders at our 2025 Annual Meeting. The Board appointed Mr. Cox, Ms. Kelley, and Mr. Palmer, effective October 22, 2025, and Mr. Cahillane, effective January 1, 2026, in connection with his selection by the Board to succeed Mr. Abrams-Rivera as the Company’s CEO, as previously disclosed.

The Board believes that each nominee will be able and willing to serve if elected. However, if any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board may reduce the size of the Board.

OUR 2026 DIRECTOR NOMINEES

The nominees represent diverse backgrounds, experiences, and skills, coupled with strong independence, judgment, and integrity, and embody the qualifications relevant to Kraft Heinz’s global operations and long-term strategic vision. Among the nominees, three identify as women, seven identify as men, two identify as People of Color, and eight identify as White.

DIRECTOR NOMINEE QUALIFICATIONS

DIRECTOR NOMINEE QUALIFICATION HIGHLIGHTS

  90% Independent TENURE AGE ENGAGEMENT

1

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DIRECTOR NOMINEE SKILLS AND EXPERTISE

The following highlights the key skills and expertise that, together with other factors, led the Governance Committee and the Board to recommend the director nominees for election. The matrix is intended to depict notable areas of experience and expertise for each director nominee. The lack of a mark does not mean that the nominee does not possess that qualification or skill.

		Cahill	Cahillane	Alfonso	Cox	Fouché	Gherson	Kelley	Leoni Sceti	Palmer	Pope
	CPG OR RELATED INDUSTRY Experience in the consumer packaged goods or similar consumer-focused industry provides important insight into trends and best practices in manufacturing, marketing, and selling food and beverage products.
	BRAND BUILDING Experience in strategic portfolio management and brand strategy, marketing, and sales supports our ambitious innovation strategy in identifying new product areas, platforms, and technologies.
	STRATEGIC TRANSACTIONS Experience in complex strategic acquisitions, divestitures, or other transactions provides perspective with respect to our transformation and long-term strategy.
	FINANCIAL AND ACCOUNTING Experience in and an understanding of accounting and financial reporting processes, capital structure, and complex financial transactions is critical to oversight of our performance and compliance with our reporting obligations as a U.S. publicly traded company.
	GLOBAL BUSINESS AND EMERGING MARKETS Experience in global business, markets, and supply chains or emerging markets, or familiarity with culture, trends, and issues outside of the United States supports our key strategic initiatives for growth as a global company.
	ENTERPRISE LEADERSHIP Experience in oversight and operations as a chief executive officer, chief operating officer, or other senior-level officer, particularly in a public company or other complex global organization, provides a range of practical insights into the operation of large organizations like ours.
	HUMAN CAPITAL AND SUSTAINABILITY Experience in human capital management, environmental stewardship, sustainability, nutrition and wellness, and social responsibility strengthens the Board’s oversight of long-term value creation through a responsible and sustainable business model.
	DIGITAL AND TECHNOLOGY Experience in technological innovation, trends, and implementation, artificial intelligence, and oversight of cybersecurity risk provides insight to support our navigation of emerging technologies to reach modern consumers.
	RISK MANAGEMENT Experience with oversight and management of various strategic, financial, operational, and commercial risks facing the Company enables robust oversight of our efforts to mitigate risk and promote compliance.
	REGULATORY AND PUBLIC POLICY Experience in a highly regulated industry or public policy in the United States or globally provides valuable insight as our business operates in a continuously evolving global regulatory landscape.

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DIRECTOR NOMINEE BIOGRAPHIES

The director nominee biographies that follow summarize the key experience and expertise the director nominees bring to the Board.

John T. Cahill Independent Chair Mr. Cahill brings to the Board extensive experience in the food and beverage industry, business finance and financial statements, global markets, and executive leadership of public companies.	Age: 68 Director Since: July 2015 Chair Since: January 2026 Committees: Audit, Governance Other Current Public Company Boards: •Colgate-Palmolive Company (since 2005) •American Airlines Group (since 2013) •Autodesk, Inc. (since December 2024)	Key Skills: •CPG or Related Industry •Strategic Transactions •Financial and Accounting •Global Business and Emerging Markets •Enterprise Leadership •Risk Management
	Career Highlights Kraft Heinz •Vice Chair of the Board (2015 to January 2026) Kraft Foods Group, Inc. (“Kraft”), one of our predecessor companies •Chief Executive Officer (2014 to 2015) •Executive Chairman (2012 to 2014) Mondelēz International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft •Executive Chairman Designate, North American Grocery (2012) Ripplewood Holdings LLC, a private equity firm •Industrial Partner (2008 to 2011) PepsiCo, Inc., a global food and beverage company, and affiliates •Various executive and senior financial positions (1989 to 2007) Other Boards and Experiences Kraft Foods Group, Inc. (2012 to 2015) Legg Mason, Inc., a financial services holding company (2010 to 2014)

Steve Cahillane Kraft Heinz CEO Mr. Cahillane brings to the Board deep consumer packaged goods and brand-building expertise, strong expertise in global markets, and invaluable insight from leading the successful separation of Kellogg Company into two independent, publicly traded consumer goods companies, WK Kellogg and Kellanova.	Age: 60 Director Since: January 2026 Committees: None Other Current Public Company Boards: •Colgate-Palmolive Company (since 2023)	Key Skills: •CPG Related Industry •Brand Building •Strategic Transactions •Financial and Accounting •Global Business and Emerging Markets •Enterprise Leadership •Human Capital and Sustainability
	Career Highlights Kellanova, a global snacking, international cereal and noodles, and North American frozen foods company •Chairman, President and Chief Executive Officer (October 2023 to December 2025) Kellogg Company, a multinational food manufacturing company •Chairman (March 2018 to October 2023) and Chief Executive Officer (October 2017 to October 2023) Nature’s Bounty Co., a global manufacturer, marketer and specialty retailer of health and wellness products •President and Chief Executive Officer (2014 to 2017) The Coca Cola Company, a global beverage company •President, Coca Cola Americas (2013 to 2014) •President and Chief Executive Officer, Coca-Cola Refreshments (2010 to 2012) •President, Coca-Cola Enterprises, North America (2008 to 2010) •President, Coca-Cola Enterprises, Europe (2007 to 2008) Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company •A range of senior executive roles (1999 to 2007) Other Boards and Experiences Kellanova (October 2023 to December 2025) Kellogg Company (October 2017 to October 2023)

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Humberto P. Alfonso Independent Mr. Alfonso brings to the Board deep financial management and public company accounting experience, as well as valuable experience in the CPG industry, public company leadership, strategy, and international experience.	Age: 68 Director Since: May 2023 Committees: Audit Other Current Public Company Boards: •Eastman Chemical Company (since 2011)	Key Skills: •CPG Related Industry •Strategic Transactions •Financial and Accounting •Global Business and Emerging Markets •Enterprise Leadership •Risk Management
	Career Highlights Information Services Group, Inc., a global technology research and advisory firm •Executive Vice President and Chief Financial Officer (2021 to August 2023) Yowie Group Ltd. (“Yowie Group”), a global brand licensing company specializing in children’s consumer products •Chief Executive Officer, Global (2016 to 2018) The Hershey Company, a global confectionery and snack products company •President, International (2013 to 2015) •Executive Vice President and Chief Financial Officer (2007 to 2013) •Vice President, Finance North America (2006 to 2007) Cadbury Schweppes PLC, a multinational confectionery company •Various senior and executive financial positions (2003 to 2006) Pfizer, Inc., a global pharmaceutical company •Vice President and Chief Financial Officer, Adams Brands (2000 to 2003) Warner-Lambert Company, a pharmaceutical company (acquired by Pfizer, Inc. in 2000) •Various financial positions (1983 to 2000) Other Boards and Experiences Yowie Group (2017 to 2018)

L. Kevin Cox Independent Mr. Cox brings to the Board more than three decades of valuable human resources experience, leading large-scale, complex change at some of the world’s largest corporations.	Age: 62 Director Since: October 2025 Committees: Governance (Chair) Other Current Public Company Boards: None	Key Skills: •CPG or Related Industry •Strategic Transactions •Global Business and Emerging Markets •Enterprise Leadership •Human Capital and Sustainability •Regulatory and Public Policy
	Career Highlights LKC Advisory, LLC, a leadership advisory firm •President (Since April 2024) GE Aerospace, a global aerospace propulsion, services and systems company •Chief Administrative Officer (June 2023 to April 2024) General Electric Company, a multinational conglomerate •Senior Vice President and Chief Human Resources Officer (February 2019 to April 2024) American Express Company, a global premium payments and lifestyle brand •Chief Human Resources Officer (2005 to January 2019) The Pepsi Bottling Group, Inc., a bottler of Pepsi-Cola beverages •Executive Vice President, Chief Human Resources Officer (2004 to 2005), responsibilities included strategy, business development, and technology •Chief Human Resources Officer (1999 to 2004) Other Boards and Experiences Corporate Executive Board (acquired by Gartner in 2017), a member-based advisory firm (2010 to 2017) Kraft Foods Group, Inc. (2012 to 2015) Chefs’ Warehouse, Inc., a specialty food distributor (2011 to 2012) Virgin Mobile USA, Inc. (acquired by Sprint Nextel Corporation in 2009), a provider of wireless communications services (2007 to 2009)

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Lori Dickerson Fouché Independent Ms. Fouché brings to the Board seasoned financial expertise, deep experience in the financial services industry, and valuable leadership, operating, and marketing experience.	Age: 56 Director Since: May 2021 Committees: Audit, Governance Other Current Public Company Boards: •Hippo Holdings Inc. (since May 2021) •Aegon Ltd. (since June 2025)	Key Skills: •Brand Building •Financial and Accounting •Enterprise Leadership •Risk Management •Regulatory and Public Policy
	Career Highlights TIAA, a financial services firm •Senior Executive Vice President and Advisor to the Chief Executive Officer (June to December 2020) •Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (2018 to June 2020) Prudential Financial, Inc., a financial services firm •Group Head of Individual Solutions (2017 to 2018) •President of Prudential Annuities (2015 to 2017) •Chief Executive Officer, Prudential Group Insurance (2014 to 2015) Other Boards and Experiences Gusto Inc., a private payroll, benefits, and human resource management software provider (since October 2021) Princeton University Board of Trustees (2015 to June 2019 and since September 2021)

Diane Gherson Independent Ms. Gherson brings to the Board extensive experience leading enterprise transformation and AI implementation at scale, with expertise in workforce culture transformation, as well as other human resources domains.	Age: 69 Director Since: November 2022 Committees: Compensation (Chair) Other Current Public Company Boards: None	Key Skills: •Strategic Transactions •Global Business and Emerging Markets •Enterprise Leadership •Human Capital and Sustainability •Digital and Technology •Risk Management
	Career Highlights Boston Consulting Group, Inc., a management consulting firm •Senior Advisor (since July 2023) Harvard Business School •Senior Lecturer (July 2021 to June 2023) International Business Machines Corporation (IBM), a global technology company •Senior Vice President and Special Advisor to the Chief Executive Officer (September to December 2020) •Senior Vice President and Chief Human Resources Officer (2017 to August 2020) •Senior Vice President, Human Resources (2013 to 2017) •Various senior leadership positions in human resources, talent, and compensation and benefits (2002 to 2013) Willis Towers Watson, a global professional services and human resources consulting company •Principal and Global Compensation and Performance Practice Leader (1997 to 2002) •Principal (1994 to 1997) Other Boards and Experiences Centivo, a health care plan for employers (since January 2022) TechWolf, an AI startup for enterprise workforce management (since November 2023) National Academy of Human Resources (January 2019 to December 2025) Ping Identity Holding Corp. (now private), a cybersecurity software company (February 2021 to October 2022)

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Mary Lou Kelley Independent Ms. Kelley brings to the Board exceptional retail, e-commerce, and brand marketing leadership experience, having been a respected leader in retail, e-commerce, and technology for over 25 years.	Age: 65 Director Since: October 2025 Committees: Governance Other Current Public Company Boards: •YETI Holdings, Inc. (since February 2019) •Finning International (since January 2018)	Key Skills: •CPG Related Industry •Brand Building •Global Business and Emerging Markets •Enterprise Leadership •Digital and Technology
	Career Highlights Best Buy Co., Inc., a specialty consumer electronics retailer •President, E-Commerce (2014 to 2017) Chico’s FAS, Inc., a women’s clothing and accessories retailer •Senior Vice President, E-Commerce (2010 to 2014) L.L.Bean, Inc., a multichannel merchant of outdoor gear and apparel •Vice President, Retail Real Estate and Marketing (2006 to 2009) Other Boards and Experiences Vera Bradley, Inc., a luggage and handbag design company (2015 to February 2025)

Elio Leoni Sceti Independent Mr. Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development, and disruptive innovation.	Age: 60 Director Since: May 2020 Committees: Compensation Other Current Public Company Boards: None	Key Skills: •CPG or Related Industry •Brand Building •Strategic Transactions •Financial and Accounting •Global Business and Emerging Markets •Enterprise Leadership •Human Capital and Sustainability
	Career Highlights The Craftory, a global investment house for purpose-driven CPG challenger brands •Co-Founder, Chief Crafter, and Chairman (since 2018) Active investor in and advisor to early-stage tech companies (since 2010) Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo •Chief Executive Officer (2013 to 2015) EMI Group, a global music company •Chief Executive Officer (2008 to 2010) Reckitt Benckiser Group plc, a home, health, and personal care products company •Various marketing and management positions (1992 to 2008) Procter & Gamble Company, a CPG company •Various marketing positions (1988 to 1992) Other Boards and Experiences AB InBev (2014 to April 2023) Barry Callebaut AG, a global chocolate and cocoa products manufacturer (2017 to December 2023) LSG Holdings Limited, an investment management company (since 2011) Various portfolio companies of The Craftory (since 2018) Room to Read, UK Board, a charitable organization promoting literacy and gender equality (since April 2019) One Young World, Board of Trustees, a global forum for young leaders from over 190 countries (since 2011)

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Tony Palmer Independent Mr. Palmer brings to the Board broad-based consumer packaged goods experience and a record of accelerating growth and profitability at leading consumer brands. He also brings expertise in product innovation and marketing, and international operations.	Age: 66 Director Since: October 2025 Committees: Compensation Other Current Public Company Boards: •Brambles Limited (since November 2024)	Key Skills: •CPG Related Industry •Brand Building •Strategic Transactions •Global Business and Emerging Markets •Enterprise Leadership •Human Capital and Sustainability •Digital and Technology
	Career Highlights One Rock Capital Partners LLC, a private equity firm •Operating Partner (March 2022 to present) TropicSport LLC, a private company that produces a mineral based eco-friendly sunscreen and skin care line •Founder and Chief Executive Officer (2019 to 2022) Kimberly-Clark Corporation, a multinational personal care company •President, Global Brands and Innovation (2012 to 2019) •Chief Marketing Officer (2006 to 2012) Kellogg Company, a multinational food manufacturing company •Managing Director, Kellogg UK and Ireland (2005 to 2006) •President, Natural and Frozen Foods/Warehouse Club (2003 to 2004) •Vice President, Innovation (2003) The Coca-Cola Company, a global beverage company •Regional Director, Australasia (1999 to 2000) •Vice President and Managing Director, Kids Beverages, Minute Maid (1996 to 1999) Other Boards and Experiences The Hershey Company (2011 to May 2025)

John C. Pope Independent Mr. Pope brings to the Board extensive accounting and financial expertise, as well as valuable leadership, operating, marketing, and international experience.	Age: 76 Director Since: July 2015 Committees: Audit, Compensation, Governance Other Current Public Company Boards: None	Key Skills: •CPG or Related Industry •Strategic Transactions •Financial and Accounting •Global Business and Emerging Markets •Enterprise Leadership •Risk Management •Regulatory and Public Policy
	Career Highlights Kraft Heinz •Lead Director (January 2021 to January 2026) PFI Group LLC, a financial management firm •Chairman and Chief Executive Officer (since 1994) United Airlines, a U.S.-based airline, and its parent, UAL Corporation •Various executive positions in operations, finance, and marketing (1988 to 1994) Other Boards and Experiences Talgo S.A., a railcar manufacturer (2015 to April 2025) Waste Management, Inc., a provider of waste management services (1997 to May 2024) R. R. Donnelley & Sons Company, a marketing and business communication company (1996 to February 2022) Kraft Foods Group, Inc. (2012 to 2015) Kraft Foods Inc. (now Mondelēz) (2001 to 2012) Con-way, Inc., a multinational freight transportation and logistics company (2003 to 2015) Dollar Thrifty Automotive Group, Inc., a car rental company (1997 to 2012)

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BOARD QUALIFICATIONS AND REFRESHMENT

BOARD MEMBERSHIP CRITERIA

The selection of qualified directors is key to ensuring that the Board provides robust and effective oversight of the Company in the execution of our long-term strategy. The Governance Committee strives to maintain an independent Board with broad and diverse experience and judgment to represent the interests of our stockholders. The Governance Committee and Board consider a range of factors they view as essential for Board excellence and effectiveness when recruiting and recommending directors for election.

SKILLS, EXPERTISE, AND EXPERIENCE	The Governance Committee seeks director nominees with integrity, sound judgment, and the mix of professional expertise and educational backgrounds to establish and maintain a Board strong in its collective knowledge. As part of this, the Governance Committee seeks to identify individuals whose particular backgrounds, skills, and expertise, when taken together, provide the Board with the key qualifications and skills that can best perpetuate Kraft Heinz’s success.
RANGE OF VIEWS AND EXPERTISE	The Board and Governance Committee believe that a range of views and expertise offers a significant benefit to the Board and Kraft Heinz, as varying viewpoints contribute to a more informed and effective decision-making process. Additionally, the Board and Governance Committee seek out candidates reflective of the communities in which the Company operates. The Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.
COMMITMENT	The Governance Committee considers a director nominee’s ability to devote sufficient time and effort to fulfill their Kraft Heinz responsibilities, taking into account the individual’s other commitments. In addition, in determining whether to recommend a director for re-election, the Governance Committee considers the director’s attendance at Board and Committee meetings and participation in, and contributions to, Board and Committee activities.
INDEPENDENCE	The Board considers whether a nominee meets various independence requirements, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy.
TENURE AND REFRESHMENT	The Board considers the mix of experience on the Board to balance leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push our continual growth. Over the past five years, the Board’s strong commitment to succession and refreshment has been demonstrated by the addition of 12 new directors to the Board:

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DIRECTOR INDEPENDENCE

Our Corporate Governance Guidelines require that a majority of our directors meet the independence requirements of Nasdaq. For a director to be considered independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no direct or indirect material relationship with Kraft Heinz that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director. The Board determined that, under Nasdaq rules, the following director nominees are independent:

•Mr. Alfonso	•Mr. Cox	•Ms. Gherson	•Mr. Leoni Sceti	•Mr. Pope
•Mr. Cahill	•Ms. Fouché	•Ms. Kelley	•Mr. Palmer

James Park and Debby Soo, who decided not to stand for re-election at our 2026 Annual Meeting of Stockholders, were also determined to be independent. Additionally, Timothy Kenesey and Alicia Knapp, who stepped down from the Board in May 2025, were also determined to be independent during the periods in which they served. In conducting its evaluations of Mr. Kenesey and Ms. Knapp, the Board considered each individual’s affiliation with Berkshire Hathaway Inc. (together with its affiliates, “Berkshire Hathaway”), which held approximately 27.45% of our outstanding common stock as of March 16, 2026, and its subsidiaries. The Board found that such affiliations and directorships were in compliance with our conflict of interest policies.

DIRECTOR SELECTION PROCESS

Our Governance Committee, with the full Board, is responsible for establishing Board membership criteria and evaluating the qualifications of Board nominees.

	SUCCESSION PLANNING
	The Governance Committee analyzes Board composition and structure on an ongoing basis to support our long-term strategy, taking into consideration skills and experiences, past contributions by current directors, and the results of stockholder votes.
	IDENTIFICATION OF CANDIDATES
	The Governance Committee identifies qualified candidates and accepts nominee suggestions from directors, stockholders, management, and others, and may retain third-party search firms to assist in identifying, evaluating, and conducting due diligence on potential director candidates. Mr. Cox was introduced to the Governance Committee by our Board Chair. Ms. Kelley and Mr. Palmer were identified and presented to the Governance Committee for consideration by an independent third-party search firm retained by the Governance Committee.
	EVALUATION OF CANDIDATES
	The Governance Committee evaluates potential candidates on the criteria described above and set forth in our Corporate Governance Guidelines. Qualified candidates are generally interviewed by the Governance Committee Chair, Board Chair, and other members of the Governance Committee, the Board, and management, as appropriate.
	DECISION AND NOMINATION
	Upon recommendation by the Governance Committee that a director nominee will serve in the best interests of Kraft Heinz and our stockholders, the full Board evaluates and approves director candidates for appointment and election.
	ELECTION BY STOCKHOLDERS
	Our stockholders consider and annually elect by majority vote all director nominees to serve one-year terms.

The Governance Committee will consider any candidate a stockholder properly presents for election to the Board in accordance with the procedures set forth in our By-Laws. The Governance Committee uses the same criteria to evaluate a candidate suggested by a stockholder as it uses to evaluate a candidate that the Governance Committee identifies. After the Board’s consideration, our Corporate Secretary will notify that stockholder whether or not the Board decided to appoint or nominate the candidate. For a description of how stockholders may nominate a candidate for the Governance Committee’s consideration for election to the Board at an annual meeting, see Other Information—Stockholder Proposals.

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Governance

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to strong corporate governance, which is critical to promote the long-term interests of our stockholders. The Board believes our governance practices provide a framework that strengthens our Board and management accountability, allows the Board to set objectives and monitor performance, helps ensure efficient use of corporate resources, and fosters trust in Kraft Heinz.

STOCKHOLDER RIGHTS

Proactive Year-Round Engagement with stockholders and incorporation of stockholder input in our strategies and programs

Annual Election of Directors with Majority Voting Standard in uncontested elections

Annual Say-on-Pay Votes

Stockholder Right to Call Special Meetings for stockholders of record of at least 20% of the voting power of our outstanding stock

No “Poison Pill”

Stockholder Action by Written Consent

BOARD COMPOSITION AND
LEADERSHIP

Separate Chair and Chief Executive Officer Roles with an independent Chair

Continuous Refreshment emphasizing a diversity of views and experiences and sound judgment to best perpetuate our success and stockholder interests

Robust Independence, with 9 of 10 director nominees independent

100% Independent Committees of the Board

Executive Sessions (including sessions without management present and sessions of the independent directors) at each Board meeting

Director Time Commitments Policy limits service on the boards of other public companies to three or, for chief executive officers of public companies, one (each in addition to Kraft Heinz)

Annual Performance Evaluations for the Board and all Committees of the Board

Robust Director Selection Process

Active Oversight of Risks related to the Company’s business, including sustainability risks

Special Meetings of the Board may be called by our CEO, Chair, a majority of directors, or any Committee Chair with the support of at least two other directors

OTHER BEST PRACTICES

Rigorous Stock Ownership Requirements to align directors’ and executive officers’ interests with those of stockholders

Robust Clawback Policy

Insider Trading Policy, including Anti-Hedging and Pledging Policies

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BOARD STRUCTURE AND OPERATIONS

11   BOARD MEETINGS
IN 2025       KEY RESPONSIBILITIES IN 2025 •Development of and progress on our long-term strategic plan •Review of strategic alternatives •Capital structure and capital allocation strategy •Risk oversight •Succession planning MANAGEMENT ATTENDANCE AT BOARD MEETINGS Key members of management regularly attend and participate in Board and Committee meetings. Regular attendees include our CEO, CFO, Global General Counsel and Corporate Affairs Officer, and other members of the Executive Leadership Team. Other senior leaders attend as meeting topics warrant.

BOARD LEADERSHIP STRUCTURE

Our governance framework provides the Board with the flexibility to select the appropriate leadership structure to allow the Board to effectively carry out its responsibilities, serve the long-term interests of Kraft Heinz, and best represent our stockholders’ interests. The Board evaluates its leadership structure based upon our best interests and particular circumstances at the time, taking into consideration the composition of the Board, including the tenure and skill sets of the individual directors and the Board as a whole, our specific business and long-term strategic needs, our operating and financial performance, industry conditions, the economic and regulatory environment, annual Board evaluations, the advantages and disadvantages of alternative leadership structures, and our corporate governance practices generally.

The Board appointed Mr. Cahill as independent Chair of the Board, effective January 1, 2026, succeeding Mr. Patricio, who previously served as the Company’s Executive Chair. The Board believes that Mr. Cahill is well suited to serve as Chair and provide constructive, independent and informed guidance and oversight to management given his extensive managerial and public company governance experience. The Board believes the current structure enables the Board and Company to best leverage Mr. Cahill’s and Mr. Cahillane’s strongest talents to promote the continued growth and transformation of our business. As CEO, Mr. Cahillane is responsible for developing and overseeing the execution of our business strategy and leading and managing the day-to-day operations of the Company. As independent Chair, Mr. Cahill focuses on Board leadership and governance and serves as a liaison between the Board and management, working closely with our CEO. With the Company’s focus on evolving the portfolio and investing in and turning around the business, the Board believes this structure, including its refreshed composition, is positioned to provide the heightened oversight, strategic guidance, and accountability required to support this shift and serves the best interests of Kraft Heinz and our stockholders at this time.

From time to time, the Board may also determine that it is appropriate to nominate members of management to the Board, including the CEO. Our current CEO was initially appointed to serve as a director in January 2026 and is nominated for re-election at the Annual Meeting.

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COMMITTEES OF THE BOARD

The Board has three standing Committees: Audit, Human Capital and Compensation, and Nominating and Corporate Governance. Each Committee consists exclusively of independent directors, including, with respect to members of the Audit Committee and Human Capital and Compensation Committee, the heightened independence standards under Nasdaq and SEC rules applicable to such committee service. The Chair of each Committee reports to the Board on the topics discussed and actions taken by the Committee at each Board meeting. Each Committee has a charter that sets forth the Committee’s roles and responsibilities and is reviewed annually by the Committee, with any proposed changes required to be approved by the Board. Each Committee has the authority to retain and terminate independent counsel or other advisors without approval from, or consultation with, management and approve fees and other terms of the engagement.

The Board designates Committee members and Chairs based on the Governance Committee’s recommendations. The Governance Committee and the Board believe that the size of the Board allows for effective Committee organization and facilitates efficient meetings and decision making.

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AUDIT COMMITTEE

JOHN C. POPE Chair HUMBERTO P. ALFONSO JOHN T. CAHILL LORI DICKERSON  FOUCHÉ DEBBY SOO	KEY RESPONSIBILITIES
		·   Oversees our financial matters and strategy, the integrity of our financial statements, our accounting and financial reporting processes, our systems of internal control over financial reporting, and the safeguarding of our assets
		·   Oversees our compliance with applicable legal and regulatory requirements, including our ethics and compliance programs, codes of conduct, and actual or alleged violations of the codes of conduct
		·   Oversees our enterprise risk management program, including risk assessment and risk management guidelines, policies, and processes by which we manage risk, such as those related to major financial risk exposures, information technology, and cybersecurity
		·   Oversees our independent auditors’ qualifications, independence, and performance, the performance of our internal audit function, our audit procedures, and our audit plan
	RECENT COMMITTEE FOCUS AREAS In 2025, the Committee’s oversight focused on, among other things:
		·   Key financial reporting and disclosure matters		·   Ethical and legal compliance
		·   Internal audits		·   Enterprise risk management
		·   Tax and litigation matters		·   Information technology, operations technology, and cybersecurity
	QUALIFICATIONS
		·   All members meet the “financial sophistication” standards of the Nasdaq rules.
		·   The Board has determined that Mr. Pope, Mr. Alfonso, and Mr. Cahill each qualify as an “audit committee financial expert” within the meaning of SEC rules.
		·   No Audit Committee member received any payments from the Company in 2025 other than compensation for service as a director.
	ETHICS AND COMPLIANCE HELPLINE The Audit Committee has established procedures for the receipt, retention, and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing, ethics, or compliance matters, or anything else that appears to involve financial or other wrongdoing. To report online or find a local phone number to report by phone, including anonymously, visit www.KraftHeinzEthics.com.
	100% INDEPENDENT		9 MEETINGS IN 2025

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HUMAN CAPITAL AND COMPENSATION COMMITTEE

DIANE GHERSON Chair ELIO LEONI SCETI TONY PALMER JAMES PARK JOHN C. POPE	KEY RESPONSIBILITIES
		·   Oversees our strategies and policies related to key human resources policies and practices, including belonging, workplace environment and culture, engagement, pay equity, and talent development and retention
		·   Approves peer group used to benchmark executive pay levels and plan design practices
		·   Establishes, reviews, and administers our compensation and benefits policies, including incentive-compensation and equity-based plans
		·   Oversees our executive compensation programs and succession planning
		·   Reviews our compensation policies and practices for employees as they relate to risk management and mitigation
		·   Evaluates and approves our CEO’s goals and objectives, performance, and elements and amounts of compensation, and reviews and approves the compensation of our other executive officers and Section 16 reporting officers
		·   Approves equity and other long-term incentive awards granted under our plans
		·   Assesses the compensation of non-employee directors
		·   Reviews and considers stockholder viewpoints on compensation, including our say-on-pay voting results
	RECENT COMMITTEE FOCUS AREAS In 2025, the Committee’s oversight focused on, among other things:
		·   Compensation program strategy and design, including:			·   CEO succession
			·   pay-for-performance components to reinforce a pay-for-performance culture		·   Human capital plans to deliver talent required for our long-term plan, including:
			·   plan modifications to improve overall alignment with the business strategy and market practice			·   organization human capital plans ·   recruitment, retention, and engagement strategies
	DELEGATION Under its charter, the Committee may delegate any of its responsibilities to the Chair, another Compensation Committee member, or a subcommittee of Compensation Committee members, unless prohibited by law, regulation, or Nasdaq rule. INTERLOCKS The Board has determined that all of the directors who served on the Compensation Committee during 2025 were independent within the meaning of Nasdaq rules. During 2025, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. During 2025, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.
	100% INDEPENDENT			7 MEETINGS IN 2025

2026 Proxy Statement 27

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NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE

L. KEVIN COX Chair JOHN T. CAHILL LORI DICKERSON FOUCHÉ MARY LOU KELLEY JOHN C. POPE	KEY RESPONSIBILITIES
		·   Considers and makes recommendations to the Board regarding candidates for director, incumbent directors’ performance, director independence, and the structure and composition of the Board and its Committees, as well as director succession planning
		·   Oversees policies and procedures related to related person transactions, including reviewing transactions and making recommendations to the Board
		·   Develops and oversees an annual self-evaluation process for the Board and its Committees
		·   Advises the Board on corporate governance matters, including developing and reviewing the Corporate Governance Guidelines
		·   Oversees our stockholder engagement program and considers stockholder viewpoints on corporate governance
	RECENT COMMITTEE FOCUS AREAS In 2025, the Committee’s oversight focused on, among other things:
		·   Director succession planning and recommendations to the Board regarding candidates for director		·   Board, committee, and individual director performance
		·   Board composition and disclosure		·   Investor outreach and feedback
	100% INDEPENDENT		5 MEETINGS IN 2025

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DIRECTOR ENGAGEMENT

MEETING ATTENDANCE

32 BOARD AND COMMITTEE
MEETINGS IN 2025   98% AVERAGE ATTENDANCE OF
DIRECTORS AT BOARD AND
COMMITTEE MEETINGS IN 2025 BOARD AND COMMITTEE MEETING ATTENDANCE We expect directors to attend all Board meetings and meetings of the Committees on which they serve. During 2025, each incumbent director attended 83% or more of the Board and the Committees on which, and during the period that, they served. EXECUTIVE SESSIONS The Board believes that a key element of effective independent oversight is regular meetings of the independent directors in executive session without management present. In 2025, independent directors met in executive session at all Board meetings. ANNUAL MEETING ATTENDANCE Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. All of our current directors nominated for election at such meeting attended our 2025 Annual Meeting of Stockholders.

DIRECTOR TIME COMMITMENTS POLICY

The Board believes that service on the boards of other public companies provides directors with knowledge and experience in governance and leadership that is valuable to Kraft Heinz. The Board also recognizes that public board service requires significant time and effort and that it is critical to the success of the Company that directors have the ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. The Board’s policy, which is included in our Corporate Governance Guidelines:

•Limits directors’ service on the boards of other public companies to three or, for directors who are chief executive officers of public companies, one (each in addition to Kraft Heinz) •Requires that the Board determine whether simultaneous service on more than two other public company audit committees (in addition to Kraft Heinz) impairs a director’s ability to serve effectively on our Audit Committee •Establishes an expectation that directors consult with the Chair, the Lead Director, and the Chair of the Governance Committee before accepting an offer to serve on another public company board or as a member of the audit committee of another public company •Requires the Governance Committee to take into account the nature and extent of a director’s other commitments when determining whether it is appropriate to nominate that director for re-election •Requires directors’ service on the boards and committees of other organizations to be consistent with our conflict of interest policies	DIRECTOR Maximum of 3 other public company boards
	PUBLIC COMPANY CEO Maximum of 1 other public company board
	AUDIT COMMITTEE Maximum of 2 other public company audit committees

Mr. Cahill currently serves on the audit committee of three other public companies and the Board has determined that such simultaneous service does not impair his ability to effectively serve on the Company’s Audit Committee. In making this determination, the Board considered Mr. Cahill’s exceptional Committee and Board attendance record, his valued contributions to the Audit Committee, and his professional background and significant financial experience as the former CEO of Kraft Foods Group, Inc. and CFO of The Pepsi Bottling Group, Inc. As of March 16, 2026, all directors and director nominees are in compliance with the policy. The Governance Committee reviews our director time commitments policy as part of its annual review of our Corporate Governance Guidelines. We also review the policies of our institutional investors on an ongoing basis and discuss such policies during our investor engagement calls.

2026 Proxy Statement 29

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DIRECTOR ORIENTATION AND EDUCATION

We engage each new director in an orientation program to familiarize them with our business, strategy, and policies and provide an opportunity to directly engage with senior leaders throughout the business. Orientation is conducted as soon as reasonably practicable after the meeting at which the director is first elected. It includes presentations on our business and strategic plans, financial position and practices, significant issues and risks, governance and corporate responsibility practices, executive compensation, Company culture, and key environmental and sustainability efforts, as well as a site visit to one of our manufacturing and processing facilities.

Throughout the year, management and outside experts regularly provide presentations to the Board and Committees on Kraft Heinz’s strategic and business plans, financial performance, legal and regulatory matters, compliance programs, recent developments and current events that relate to our strategy and business, and other topics of interest to directors, including artificial intelligence and the changing customer landscape. Directors are welcome to attend meetings of Committees of which they are not a member. Directors also have unrestricted access to management and are encouraged to meet with management to enhance their understanding of our strategy and business. Periodically, the Board also visits Kraft Heinz’s facilities to deepen their understanding of our business.

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ANNUAL BOARD AND COMMITTEE EVALUATIONS

The Board believes director evaluations are a critical component of its effectiveness and continuous improvement and an essential practice of good corporate governance. The Board conducts an evaluation of its performance and effectiveness, as well as that of its three standing Committees, on an annual basis. The purpose of the evaluations is to identify ways to enhance the overall effectiveness of the Board and its Committees and to track progress. The Governance Committee is responsible for developing, recommending to the Board, and overseeing the annual self-evaluation process of the Board and each of its Committees.

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Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

BOARD’S OVERSIGHT ROLE

STRATEGY OVERSIGHT

The Board takes an active role in oversight of management’s creation and execution of our long-term strategy and our capital allocation plan for long-term value creation. The full Board oversees our short- and long-term strategic plans, the status of key strategic initiatives, and the principal strategic opportunities and risks that face our business through robust engagement with management, taking into consideration our key priorities, global trends impacting our business, regulatory developments, and emerging innovation. The Board periodically, and at least annually, devotes significant time to in-depth, long-term strategic reviews with our executive and senior business leaders. During these reviews, management provides the Board with its view of key commercial and strategic risks and opportunities faced by our business. The Board brings its collective, independent judgment to provide robust feedback on management’s identification of key strategic risks and opportunities and appropriate actions to mitigate risk. At subsequent meetings, the Board continues to review the Company’s progress against our long-term strategy and capital allocation plan. In addition, specific areas of strategic risk and opportunity are identified for Board or Committee discussion as specific risks arise or as requested by management or individual directors. The Board’s oversight of strategy is also prominent in our merger, acquisition, divestiture, and corporate development activities. Additionally, the Board annually considers and approves our budget and capital allocation plans, which are linked to our long-term strategic plans and priorities. In 2025, the Board received updates on our operating plan, reviewed our long-term strategic and capital allocation plans, and evaluated strategic alternatives across multiple meetings.

RISK OVERSIGHT

ENTERPRISE RISK MANAGEMENT

Our Strategic Enterprise Risk Management (“SERM”) approach is an ongoing process effected at all levels of our operations and across business units and functions to identify, assess, monitor, manage, and mitigate risk over the short, intermediate, and long term. As part of this process, the Company:

•identifies material risks, including operational, strategic, and financial risks

•assesses and prioritizes risks taking into account various factors such as the potential impact, likelihood of occurrence, and effectiveness of current mitigation strategies

•develops plans to monitor, manage, and mitigate material risks

Our SERM process is designed to facilitate open communication between management and the Board to advance the Board’s and Committees’ understanding of our risk management process, how it is functioning, the participants in the process, key risks to our business and performance, and the information gathered through the approach. The Board and Committees may also receive reports from external advisors such as outside counsel and industry experts to further understand critical risk areas. These risks inform Board and Committee discussion topics throughout the year.

The Audit Committee oversees the SERM process and is responsible for allocating responsibility for overseeing the review and assessment of key risk exposures to appropriate Committees. The Audit Committee routinely meets privately with representatives from PwC, our independent auditors, as well as our Global Head of Internal Audit, Chief Global Ethics and Compliance Officer, and Global General Counsel and Corporate Affairs Officer. Our Enterprise Risk Committee, which consists of cross-functional members of management, helps identify, evaluate, and implement risk management controls and methodologies to address identified risks and functionally reports directly to the Executive Leadership Team.

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ROLE OF THE BOARD AND COMMITTEES

We face various risks to our business, including strategic, financial, legal, regulatory, operational, accounting, and reputational risks. Identifying, managing, and mitigating our exposure to these risks and effectively overseeing the risk-management process are critical to our operational decision-making and annual planning processes.

While management has primary responsibility for managing risk, the Board is responsible for risk oversight with specific areas delegated to appropriate Committees that report on their deliberations to the Board.

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Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

For more information about the risks facing the Company, see the factors described in Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 27, 2025 (the “2025 Annual Report”) and those set forth in our future filings with the SEC. The risks described in the 2025 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to us may also materially adversely affect our business, financial condition, or results of operations.

COMPENSATION OVERSIGHT

The Compensation Committee, in reliance on analysis provided by an outside consultant engaged by the Company, annually evaluates the risk profile of our executive and broad-based employee compensation programs. In its evaluation for our 2025 fiscal year, the Compensation Committee reviewed our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. Based on management’s assessment of our current programs, including analysis provided by an outside consultant, the Compensation Committee concluded that our 2025 executive compensation plans were designed in a manner to:

•achieve a balance of short- and long-term performance aligned with key stakeholder interests

•mitigate risks related to compensation programs through governance policies, caps on incentive plans, clawback provisions, and stock ownership requirements

•discourage executives from taking unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz

•encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes

CYBERSECURITY OVERSIGHT

The Audit Committee is responsible for oversight of the Company’s information technology and cybersecurity risks. To fulfill its oversight responsibilities, the Committee receives updates from our Global Chief Information Officer and Chief Information Security Officer on a regular basis, which cover topics related to information security, privacy, and cyber risks and risk management processes, including the status of significant cybersecurity incidences, the emerging threat landscape, and the status of projects to strengthen the Company’s information security posture. We have also adopted a cyber incident response plan, under which the Audit Committee is informed of any cybersecurity incidents with the potential to materially adversely impact the Company or our information systems. The Audit Committee regularly reports to the Board on information technology, cybersecurity, and privacy matters. Additionally, the Board receives updates from our Global Chief Information Officer and Chief Information Security Officer at least once a year on information security, cybersecurity, and privacy matters. For more information regarding our cybersecurity risk management efforts, see Item 1C, Cybersecurity in our 2025 Annual Report.

HUMAN CAPITAL OVERSIGHT

The Board is actively engaged in overseeing development and succession of the Company’s senior management and the Company’s key human resources strategies. The Compensation Committee oversees the Company’s compensation and benefits plans, policies, and programs, long-term incentive programs, and succession plans for the CEO and other senior executive positions as well as strategies, policies, and outcomes related to belonging, workplace environment and culture, pay equity, and talent development and retention. To fulfill its oversight responsibilities, the Committee receives updates from our Global Chief People Officer at least once a year, which cover topics related to engagement and attrition, culture, leadership development, and performance management. The Compensation Committee regularly reports to the Board on human capital management, culture, employee engagement, and performance matters.

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SUSTAINABILITY OVERSIGHT

Our sustainability governance starts with oversight of our sustainability strategy, risks, goals, policies, practices, and disclosures by the Board, as set forth in our Corporate Governance Guidelines. We believe the full Board’s responsibility for consideration and oversight of critical issues enhances our sustainability efforts, which are an integral component of our enterprise strategy. To fulfill its oversight responsibilities, the Board receives regular updates on priority sustainability issues from our Global Chief Procurement and Sustainability Officer, as well as other team leaders throughout the business, which cover topics related to policy and program development, actions taken to protect the Company from the negative impacts of climate change on our operations and value chain, and progress toward achieving our sustainability goals.

SUSTAINABILITY GOVERNANCE

We pursue our sustainability goals through a cross-functional approach across the Company and throughout our value chain, centered on continuous improvement. Our sustainability governance structure is designed to enable us to live our Dream and Values and embed sustainability throughout the Company.

2026 Proxy Statement 35

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Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

OTHER GOVERNANCE POLICIES AND PRACTICES

GOVERNANCE DOCUMENTS

CORPORATE GOVERNANCE GUIDELINES

The Board is committed to corporate governance practices that promote and protect the long-term interest of our stockholders. Our Corporate Governance Guidelines provide a robust framework for the Board in performing its fiduciary duties and promoting trust in the Company. Our Corporate Governance Guidelines define our governance philosophy, practices, and policies across key areas, including the Board’s role, responsibilities, composition, membership criteria, and structure, as well CEO and Board performance evaluations. The Governance Committee periodically reviews these guidelines and recommends any changes to the Board for consideration.

CODES OF CONDUCT

We have a Code of Business Conduct and Ethics for Non-Employee Directors applicable to our non-employee directors and a Code of Conduct applicable to our employees (including our NEOs) and contingent and contract workers (together, the “Codes of Conduct”). The Codes of Conduct reflect our values and are designed to deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws, rules, and regulations, confidentiality of our proprietary information, and accountability. Our directors, employees, contingent and contract workers, partners, suppliers, and customers, as well as consumers can ask questions about our Codes of Conduct and other ethics and compliance issues, or report potential violations, through our Ethics Helpline, online or by phone, which is operated by an independent and multilingual third-party reporting specialist.

In the event we amend or waive any of the provisions of the Codes of Conduct applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, or controller, we also intend to disclose such actions, as required, on our website.

RELATED PERSON TRANSACTIONS POLICY

The Board has adopted a written policy regarding the review and, where appropriate, approval and ratification of any transaction in which Kraft Heinz is a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. In general, related persons include our directors, executive officers, and holders of 5% or more of our common stock and their immediate family members.

The Governance Committee, in the course of its review and approval or ratification of a related person transaction under this policy, considers, among other things:

•the commercial reasonableness of the transaction

•the materiality of the related person’s direct or indirect interest in the transaction

•whether the transaction may involve an actual conflict of interest or the appearance of a conflict of interest

•the impact of the transaction on the related person’s independence (as defined in our Corporate Governance Guidelines and under Nasdaq rules)

•whether the transaction would violate any provision of our Codes of Conduct

The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Kraft Heinz and in our and our stockholders’ best interests, with any member of the Governance Committee who is a related person with respect to a transaction under review recusing themself from the deliberations or decisions regarding the transaction. The Chair of the Governance Committee (or the Chair of the Audit Committee if the Chair of the Governance Committee is a related person with respect to the transaction under review) will review and approve or ratify potential related person transactions when it is not practicable or desirable to delay review of a transaction until a Governance Committee meeting and will report to the Governance Committee any transaction so approved or ratified.

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CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE

Our Corporate Governance Guidelines, Committee charters, and Codes of Conduct can be found on our website by visiting ir.kraftheinzcompany.com and clicking on the “Corporate Governance” tab. The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the SEC. In addition, we will promptly deliver free of charge, upon request, a copy of our Corporate Governance Guidelines, Committee charters, or Codes of Conduct to any stockholder requesting a copy.

REGISTRATION RIGHTS AGREEMENT

Pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into in connection with the merger of Kraft Foods Group, Inc. with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation in July 2015 (the “Kraft Heinz Merger”), we have granted Berkshire Hathaway registration rights with respect to the shares of Kraft Heinz common stock held by Berkshire Hathaway as of the date of the closing of the Kraft Heinz Merger. The registrable shares represent shares of Kraft Heinz common stock acquired from Heinz in connection with the Kraft Heinz Merger and/or immediately prior to the Kraft Heinz Merger pursuant to a warrant. Registration rights do not apply to shares of Kraft Heinz common stock subsequently acquired by Berkshire Hathaway or any other party to the Registration Rights Agreement. These rights include demand registration rights, shelf registration rights, and “piggyback” registration rights, as well as customary indemnification. The rights are subject to certain holdback and suspension periods. We generally will bear all fees, costs, and expenses related to registrations, other than underwriting discounts and commissions attributable to the sale of shares of Kraft Heinz common stock by Berkshire Hathaway, as applicable.

On January 20, 2026, pursuant to the Registration Rights Agreement, we filed a prospectus supplement with the SEC to register for resale up to 325,442,152 shares of our common stock held by Berkshire Hathaway. The filing of the prospectus supplement was made solely to register these shares for resale, does not itself constitute a sale of any shares, and does not necessarily mean that Berkshire Hathaway will sell any or all of the registered shares.

INSIDER TRADING POLICY, INCLUDING ANTI-HEDGING AND ANTI-PLEDGING POLICIES

We have adopted insider trading policies and procedures governing the purchase, sale, and other disposition of Kraft Heinz securities by our directors, executive officers, and employees and other covered persons, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the Nasdaq listing standards. Our Insider Trading Policy limits the timing and types of transactions in Kraft Heinz securities by employees (including executive officers) and directors. Among other restrictions, the policy prohibits holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan, as well as short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities, or hedging transactions on Kraft Heinz securities. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our 2025 Annual Report.

COMMUNICATIONS WITH THE BOARD

Information for stockholders and other parties interested in communicating with our Chair, full Board, or our independent directors, individually or as a group, is included in our Corporate Governance Guidelines, which are available on our website at ir.kraftheinzcompany.com under the “Corporate Governance” tab. Our Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent directors; communications relating to matters within a Committee’s area of responsibility to the Chair of the appropriate Committee; and communications relating to ordinary business matters, such as suggestions, inquiries, and consumer complaints, to the appropriate Kraft Heinz executive or employee. Our Corporate Secretary does not forward solicitations, junk mail, or obviously frivolous or inappropriate communications.

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Director

COMPENSATION

DIRECTOR COMPENSATION PROGRAM

Our director compensation program includes a combination of cash compensation and an annual grant of deferred stock. The Compensation Committee reviews our director compensation program regularly and recommends changes, if any, to the Board for its approval. For our 2025 fiscal year, our non-employee directors received:

2025 DIRECTOR COMPENSATION

2025 Annual Compensation

2025 Additional Retainers
Board Chair	$60,000	CASH*
	$120,000	STOCK
Lead Director	$30,000	CASH
Committee Chairs:
Audit	$25,000	CASH
Compensation	$20,000	CASH
Governance	$20,000	CASH

If a director serves as Chair of multiple Committees, the director will only receive one additional cash retainer.

Directors do not receive meeting fees.

* The Chair may elect to receive this cash retainer as equity.

Cash retainers are paid on a quarterly basis. In lieu of the annual cash retainer, pursuant to the Amended and Restated Deferred Compensation Plan for Non-Management Directors, directors may elect to receive shares of deferred stock annually payable in arrears.

Deferred stock awards are granted effective immediately following each annual meeting of stockholders. Shares of deferred stock are eligible to receive dividends when paid that are accrued and issued at the dividend payment date in the form of dividend equivalent units (“DEUs”). DEUs are subject to the same terms as the original grant of the underlying deferred stock. All deferred stock awards and DEUs accrued are distributed to a director in the form of shares of common stock six months following the date they cease to serve on the Board.

2026 CHANGES TO DIRECTOR COMPENSATION

Effective for the 2026 fiscal year, non-employee directors may elect to receive their annual cash retainer and annual stock award as deferred stock or restricted stock units (“RSUs”). Deferred stock awards must be held until the director ceases to serve on the Board (the six month post-separation hold requirement that previously applied has been eliminated). RSU awards are subject to a one-year vesting period. RSU awards, like deferred stock awards, are eligible to receive DEUs.

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DIRECTOR STOCK OWNERSHIP GUIDELINES

To strengthen alignment of directors’ interests with those of our stockholders, our stock ownership guidelines require directors that receive compensation for service as directors to hold shares of our common stock in an amount equal to a specified multiple of their annual cash retainer, as follows. All of our current directors are in compliance with the ownership guidelines.

POSITION	STOCK OWNERSHIP REQUIREMENT	COMPLIANCE PERIOD
Non-employee directors	6x ANNUAL CASH RETAINER	5 years from joining the Board

RSUs, shares of deferred stock, DEUs accrued on RSUs and shares of deferred stock, stock equivalents in savings plans or deferred compensation plans, and shares held in a trust for the benefit of immediate family members count toward satisfying this ownership requirement. Unexercised stock options do not count toward satisfying this ownership requirement.

As our CEO, Mr. Cahillane is subject to stock ownership guidelines applicable for our officers. Mr. Cahillane is in compliance with the ownership guidelines. For additional information, see Executive Compensation—Compensation Discussion and Analysis—Other Compensation Policies and Practices—Officer Stock Ownership Guidelines.

For more details on the stock ownership of our directors and officers, see Beneficial Ownership of Stock—Directors and Officers.

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2025 DIRECTOR COMPENSATION TABLE

The table below summarizes the compensation and stock awards paid or granted to our non-employee directors. Mr. Abrams-Rivera, who was our CEO during the 2025 fiscal year, did not receive payment for his service as a director in 2025.

Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation ($)		Total ($)
Humberto P. Alfonso	100,000	185,014	—		285,014
John T. Cahill	116,957	185,014	—		301,971
L. Kevin Cox(3)	21,467	—	—		21,467
Lori Dickerson Fouché	100,000	185,014	—		285,014
Diane Gherson	110,824	185,014	—		295,838
Mary Lou Kelley(3)	18,478	—	—		18,478
Timothy Kenesey(4)	46,484	185,014	—		231,498
Alicia Knapp(4)	38,736	185,014	—		223,750
Elio Leoni Sceti	100,000	185,014	—		285,014
Tony Palmer(3)	18,478	—	—		18,478
James Park	100,000	185,014	—		285,014
Miguel Patricio	140,000	305,042	1,599,992	(5)	2,045,034
John C. Pope	155,000	185,014	—		340,014
Debby Soo	100,000	185,014	—		285,014

(1)Includes the value of retainers earned or paid in cash for 2025, including the value of cash retainers for 2024 deferred to equity pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors.

(2)The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2025, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz common stock on the grant date ($28.49 on May 8, 2025). The following table summarizes the stock options held by non-employee directors as of December 27, 2025:

Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date
John T. Cahill	8/16/2019	500,000	—	25.41	8/16/2029

(3)Mr. Cox, Ms. Kelley, and Mr. Palmer were appointed to the Board effective October 22, 2025.

(4)Mr. Kenesey and Ms. Knapp stepped down from the Board effective May 20, 2025.

(5)The amounts shown in this column represent the grant award value and salary Mr. Patricio received related to his appointment as Executive Chair effective September 2, 2025. Mr. Patricio stepped down from his role as Executive Chair effective December 31, 2025.

40 2026 Proxy Statement

Beneficial Ownership

OF STOCK

DIRECTORS AND OFFICERS

The following table shows the number of shares of our common stock beneficially owned as of March 16, 2026 by each current director, director nominee, and NEO, as well as by all of our current directors and executive officers as a group. There were 1,185,762,305 shares of our common stock issued and outstanding as of March 16, 2026. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares.

Name of Beneficial Owner	Shares Owned		Shares Acquirable within 60 Days(1)	Deferred Stock(2)	Total	Percentage of Common Stock
Current Directors
Humberto P. Alfonso	—		—	22,484	22,484	*
John T. Cahill	152,178	(3)	500,000	46,756	698,934	*
Steve Cahillane	1,541	(4)	—	—	1,541	*
L. Kevin Cox	313	(5)	—	—	313	*
Lori Dickerson Fouché	—		—	25,008	25,008	*
Diane Gherson	—		—	15,887	15,887	*
Mary Lou Kelley	—		—	—	—	*
Elio Leoni Sceti	40,000	(6)	—	44,659	84,659	*
Tony Palmer	—		—	—	—	*
James Park	596		—	19,368	19,964	*
Miguel Patricio	1,202,719	(7)	—	20,375	1,223,094	*
John C. Pope	10,098		—	60,110	70,208	*
Debby Soo	—		—	6,807	6,807	*
Named Executive Officers (NEOs)
Carlos Abrams-Rivera	507,065		92,747	—	599,812	*
Andre Maciel	275,895		44,506	—	320,401	*
Pedro Navio	121,144		119,874	—	241,018	*
Cory Onell	72,458		3,503	—	75,961	*
Angel Willis	4,631		—	—	4,631	*
Current directors and executive officers as of March 16, 2026 as a group (21 persons)	2,039,141		594,651	261,454	2,895,246	*

* Less than 1%.

(1)Includes shares issuable upon settlement of RSUs, including related DEUs accrued, that will vest within 60 days of March 16, 2026 and pursuant to stock options exercisable within 60 days of March 16, 2026.

(2)Includes related DEUs accrued. For a description of our deferred stock, see Director Compensation—Director Compensation Program.

(3)Includes 37,735 shares held indirectly in an irrevocable trust for the benefit of Mr. Cahill’s children, of which Mr. Cahill’s spouse serves as the trustee.

(4)Includes 1,541 shares held indirectly in a 401(k) plan by Mr. Cahillane’s spouse.

(5)Includes (i) 133 shares held directly in a revocable trust, of which Mr. Cox is the trustee and beneficiary; (ii) 120 shares held indirectly in a revocable trust for the benefit of Mr. Cox’s children, of which Mr. Cox’s spouse serves as the trustee; and (iii) 60 shares held indirectly in an irrevocable trust for the benefit of Mr. Cox’s children, of which Mr. Cox’s spouse serves as the trustee.

(6)Includes 40,000 shares owned directly by Elma Investments Ltd., which is wholly owned by Elma Trust. Mr. Leoni Sceti is a beneficiary of Elma Trust.

(7)Includes 561,817 shares held indirectly in a revocable trust, of which Mr. Patricio and his spouse are co-trustees and Mr. Patricio, his spouse, and his children are beneficiaries and 558,488 shares held in a grantor retained trust.

2026 Proxy Statement 41

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

PRINCIPAL STOCKHOLDERS

The following table displays information about persons we know were the beneficial owners of more than 5% of our issued and outstanding common stock as of March 16, 2026.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock(1)
Berkshire Hathaway(2)    3555 Farnam Street    Omaha, Nebraska 68131	325,442,152	27.45%
		—
BlackRock(3)    50 Hudson Yards    New York, New York 10001	69,611,521	5.87%
The Vanguard Group(4)    100 Vanguard Blvd.    Malvern, Pennsylvania 19355	101,970,445	8.60%

(1)Calculated based on 1,185,762,305 shares of our issued and outstanding common stock as of March 16, 2026.

(2)Based on the Schedule 13G/A filed on February 14, 2024 by Berkshire Hathaway, reporting beneficial ownership by Warren E. Buffett, Berkshire Hathaway, and Benjamin Moore & Co. Retirement Income Plan. Benjamin Moore & Co. is a subsidiary of Berkshire Hathaway, and Mr. Buffett may be deemed to control Berkshire Hathaway. Berkshire Hathaway and Mr. Buffett share dispositive power over 325,442,152 shares. Benjamin Moore & Co. Retirement Income Plan shares voting and dispositive power over 192,666 shares.

(3)Based on the Schedule 13G filed on April 24, 2025 by BlackRock, Inc. (“BlackRock”). BlackRock reports sole voting power with respect to 63,416,028 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 69,611,521 shares, and shared dispositive power with respect to 0 shares.

(4)Based on the Schedule 13G/A filed on April 30, 2025 by The Vanguard Group, Inc. (the “Vanguard Group”). The Vanguard Group reports sole voting power with respect to 0 shares, shared voting power with respect to 1,151,606 shares, sole dispositive power with respect to 97,603,196 shares, and shared dispositive power with respect to 4,367,249 shares. The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Kraft Heinz securities beneficially owned by various subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group will report beneficial ownership separately (on a disaggregated basis).

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) requires our executive officers and directors, and persons who beneficially own more than 10% of our common stock (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Based solely upon a review of Forms 3, 4, and 5 and amendments thereto filed electronically with the SEC by the Reporting Persons with respect to the fiscal year ended December 27, 2025, we believe that all filing requirements were complied with in a timely manner, except that Mr. Cox's Form 3 initially omitted 60 shares of common stock held in a trust by his spouse. This holding was subsequently reported on Form 3 on December 2, 2025.

42 2026 Proxy Statement

Executive

COMPENSATION

2025 COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to attract, engage, and incentivize highly skilled and performance-oriented talent, including our NEOs, who are critical to our success. We believe that our compensation program effectively rewards superior financial and operational performance, reflects a continued focus on variable, at-risk compensation paid over the long-term, and aligns the interests of our employees with those of stockholders.

•MAJORITY OF NEO PAY IS PERFORMANCE- AND EQUITY-BASED. In 2025, approximately 74% of our NEOs’ compensation was performance-based and at-risk and approximately 70% was equity-based (including Matching RSUs granted through the Bonus Investment Plan). •EQUITY AWARDS HEAVILY WEIGHTED TO PERFORMANCE. The weighting of performance-based equity in our annual award mix is 70% PSUs and 30% RSUs, with vesting periods of 75% on the third anniversary and 25% on the fourth anniversary. •PROGRAM GROUNDED IN BEST PRACTICES. Our compensation program features strong stock ownership guidelines for executives and directors, long-standing clawback terms, and no tax gross ups, enhanced benefit plans for executives, excessive risk taking, hedging, or pledging. •ANNUAL CASH INCENTIVES REFLECT ACHIEVEMENT ON RIGOROUS PERFORMANCE TARGETS. In 2025, annual cash incentive payouts under our Performance Bonus Plan were based on achievement of financial performance goals, market share, and individual achievement of strategic non-operating targets. Payouts to our NEOs were 30% to 52% of targeted amounts. •PSUs INCLUDE COMPANY-SPECIFIC MEASURES AND TSR, WITH CAP. For 2025, PSUs included performance metrics of three-year Organic Net Sales compound annual growth rate (CAGR) (30%), three-year cumulative Free Cash Flow (30%), and three-year average annual relative TSR (40%), aligned with our long-term growth targets, with relative TSR achievement capped at target in the event our TSR is negative at the end of the performance period.

2026 Proxy Statement 43

	ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS Approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”), as described in the Compensation Discussion and Analysis and Executive Compensation Tables in this Proxy Statement.
		THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 2.

We are asking stockholders to vote to approve, on an advisory basis, the compensation of our NEOs as reported in this Proxy Statement. Your vote is not intended to address any specific item of compensation, but rather our overall approach to the compensation of our NEOs.

Before voting, we recommend that you read the information regarding our compensation program, policies, and decisions for our NEOs discussed in the Compensation Discussion and Analysis and Executive Compensation Tables that follow.

The Board and Compensation Committee believe that our pay-for-performance compensation philosophy has resulted in compensation for our NEOs that closely aligns to our financial results and the other performance factors described in the Compensation Discussion and Analysis. In 2025, stockholders showed strong support of our executive compensation program, with approximately 96% of votes cast in favor of our say-on-pay proposal at our 2025 Annual Meeting. As such, the Compensation Committee did not make any changes to the executive compensation program for 2025 as a result of the say-on-pay vote.

In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at our 2026 Annual Meeting:

RESOLVED, that the stockholders of The Kraft Heinz Company approve, on an advisory basis, the compensation paid to Kraft Heinz’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders, pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation Tables, and related narrative disclosure.

This vote on NEO compensation is advisory and therefore will not be binding on Kraft Heinz, our Compensation Committee, or our Board. However, our Board and Compensation Committee value our stockholders’ opinions and will evaluate the results of this vote.

We currently conduct this non-binding vote to approve executive compensation annually, and, unless the Board modifies its policy on the frequency of holding the non-binding vote to approve executive compensation, the next non-binding vote to approve executive compensation will take place at the 2027 Annual Meeting of Stockholders.

2

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

44 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS CONTENTS

46	Our NEOs
47	Compensation Structure and Goals
47	Compensation Governance Best Practices
48	Total Rewards Philosophy and Objectives
49	Year-Round Executive Compensation-Setting Process
52	2025 Executive Compensation Program
54	2025 NEO Compensation Snapshots
57	Base Salary
57	Annual Cash-Based Performance Bonus Plan (PBP)
61	Bonus Investment Plan
63	Annual Equity Awards
66	Benefits and Perquisites
66	Other Compensation Policies and Practices
66	Officer Stock Ownership Guidelines
67	Change in Control Severance Plan
67	Clawback Policy
67	Impact of Tax and Accounting Policies
68	Human Capital and Compensation Committee Report

2026 Proxy Statement 45

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

OUR NEOS

Our executive compensation program is designed to complement our strategy and values, attract and engage qualified, world-class talent to lead our business, create sustainable growth, and drive long-term value for our stockholders. This Compensation Discussion and Analysis outlines our compensation philosophy and program and focuses on our NEOs for our 2025 fiscal year.

For our 2025 fiscal year, our NEOs were:

CARLOS ABRAMS-RIVERA	ANDRE MACIEL	PEDRO NAVIO	CORY ONELL	ANGEL WILLIS
Chief Executive Officer*	Executive Vice President and Global Chief Financial Officer	Executive Vice President and President, North America**	Executive Vice President and Chief Omnichannel Sales and Asian Emerging Markets	Executive Vice President, Global General Counsel and Corporate Affairs Officer

* Mr. Abrams-Rivera served as Chief Executive Officer and as a member of the Board until December 31, 2025 and as an advisor until March 6, 2026.

** Mr. Navio served as Executive Vice President and President, North America until February 22, 2026 and as an advisor until March 6, 2026.

46 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

COMPENSATION STRUCTURE AND GOALS

COMPENSATION GOVERNANCE BEST PRACTICES

	WHAT WE DO		WHAT WE DO NOT DO
	Proactive year-round engagement with stockholders on executive compensation		No excessive risk taking that would threaten the reputation or sustainability of Kraft Heinz
	Strong alignment between pay and performance with robust incentive plan performance goals		No excise tax gross ups
	Base pay increases on merit and market alignment		No guaranteed salary increases or bonuses
	Rigorous stock ownership requirements to align executives’ interests with stockholders		No single-trigger change in control provisions
	Maintain a robust clawback policy		No hedging transactions, short-selling, or transacting in puts, calls, or other derivatives on Kraft Heinz securities
	Use double-trigger change in control provisions		No pledging or holding Kraft Heinz securities in a margin account as collateral for a loan
	Compensation Committee engages an independent compensation consultant, who performs no other work for the Company, to advise on executive compensation matters		No non-qualified deferred compensation programs for executives
	Retain independent consultant to perform risk assessment of executive and broad-based annual compensation programs		No enhanced benefit programs for executives

2026 Proxy Statement 47

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

TOTAL REWARDS PHILOSOPHY AND OBJECTIVES

Our Total Rewards philosophy is designed to provide a meaningful and flexible spectrum of programs that support our workforce and their families, and complement Kraft Heinz’s strategy and values. We aim to grow the best people through meritocracy and pay for performance. Our rewards strategy includes compensation elements of base pay and incentives, healthcare, savings and insurance plans, wellbeing plans, employee recognition programs, and other voluntary elected benefits. We believe in ownership and meritocracy, recognizing and rewarding our people on their achievements and impact as they grow their careers with us, and that Kraft Heinz is a great place for those who dare to win in a challenging, ambitious, and engaging environment. We aim for global consistency while respecting local market practices and employee preferences. The plans are designed to be market competitive and data-driven to promote our high-performance and results-oriented growth culture and realize our Purpose to Make Life Delicious for employees and their families.

Our core principles are:

	PAY FOR PERFORMANCE	✓	Approximately three-quarters of our executive compensation is at-risk and performance-driven with metrics aligned to our long-term growth strategy and reflecting our strong pay-for-performance philosophy. Kraft Heinz performance is evaluated by:
			(1)	Our performance, including results against short- and long-term growth targets, as approved by the Compensation Committee
			(2)	Total return to our stockholders relative to our peers
				Charts illustrate mix of performance-driven, at-risk compensation as a percent of target total direct compensation. We consider the Bonus Investment Plan Matching RSUs performance-driven because the match amount is determined based on achievement under the Performance Bonus Plan and at-risk because they remain subject to vesting and their value is subject to the long-term performance of our common stock.
				* Reflects 2025 compensation for Mr. Abrams-Rivera.
	ALIGN WITH STOCKHOLDER INTERESTS	✓	Our compensation programs are designed to align our executives’ interests with those of our stockholders.
		✓	Approximately three-quarters of our executive compensation is tied to Kraft Heinz performance.
		✓	Our stock ownership guidelines strengthen alignment of our executive officers’ interests with those of our stockholders.
	DRIVE LONG- TERM PROFITABLE GROWTH	✓	We are driven by our Values We dare to do better every day, We own it, and We champion great people.
		✓	We reward and invest in attracting, engaging, and retaining world-class talent with the highest potential to drive sustainable, long-term growth and profitability.
	RECOGNIZE INDIVIDUAL PERFORMANCE	✓	Individual performance consistent with our Values is also taken into consideration.
		✓	We recognize and reward demonstrated skills while supporting continued development.
		✓	We see non-financial performance metrics, such as our sustainability targets, as a key element of the long-term success of our business and reflective of our external responsibility as global leaders, and we believe they add value for our stockholders and other stakeholders.

48 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

YEAR-ROUND EXECUTIVE COMPENSATION-SETTING PROCESS

We have a robust annual cycle to plan, review, and execute executive compensation, with changes generally effective on the first day of our fiscal year. Highlights from our 2025 agenda include:

JANUARY TO MARCH

•Evaluated and finalized previous year business performance and individual contributions

•Evaluated performance and future potential of executives in order to make individual compensation decisions

•Finalized performance measures and targets for performance cycles of 2025 PSU awards and Performance Bonus Plan, aligned with our annual operating plan and long-term strategy

•Reviewed stock ownership guidelines and NEO compliance

APRIL TO JUNE

•Annual Meeting of Stockholders

JULY TO SEPTEMBER

•Reviewed talent, leadership & succession pipeline, and culture strategy, and progress against talent engagement goals

•Evaluated and set compensation and performance peer groups for the following year

•Reviewed incentive plan status against established metrics and targets

•Reviewed results of say-on-pay vote of stockholders

•Reviewed Committee Charter

OCTOBER TO DECEMBER

•Completed risk assessment of compensation programs

•Undertook search for Chief Executive Officer successor

•Benchmarked compensation programs and pay opportunities versus the compensation and performance peer groups

•Reviewed and approved Committee advisor and independence assessment

•Reviewed progress against talent, leadership, and culture strategies

•Reviewed incentive plan status against established metrics and targets

•Reviewed performance measures for inclusion in compensation program design for 2026

•Discussed stockholder engagement efforts and feedback

The Compensation Committee oversees our executive compensation program and plans to align them with our strategy, goals, and stockholder interests. In making 2025 compensation decisions, the Compensation Committee considered a number of factors, including:

Compensation programs at peer companies	Kraft Heinz’s performance over the last three years	Our financial plan as part of our growth strategy and long-term outlook	Realized pay from our historical compensation programs	Methods of aligning executive compensation with stockholder returns	Individual responsibilities and performance, leadership, years of experience, and long-term growth potential

2026 Proxy Statement 49

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

ROLE OF INDEPENDENT CONSULTANT

Since 2022, the Compensation Committee has engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian is hired by and reports directly to the Compensation Committee. Meridian attends meetings and executive sessions of the Committee at which compensation matters are considered and advises and provides guidance and analysis to the Compensation Committee on matters pertaining to executive and non-employee director compensation, including CEO and executive compensation plans and design, executive compensation-related regulatory matters and governance best practices, and competitive market studies. Meridian provides guidance and performs various analyses for the Compensation Committee, including peer group benchmarking and analyses regarding pay and performance alignment, incentive plan performance measures and TSR correlation, and the rigor of performance goals.

Meridian does not provide any other services to Kraft Heinz or any of our affiliates and may not be engaged to provide any other services to us without the approval of the Compensation Committee.

The Compensation Committee reviews Meridian’s performance periodically and reviews Meridian’s independence under SEC and Nasdaq rules for compensation consultants. The Compensation Committee has concluded that Meridian is independent and has no conflicts of interest relating to its engagement by the Committee.

ROLE OF PEER GROUPS

We continuously review and assess our compensation programs to create alignment with our strategies and philosophy. We believe it is important to understand the compensation programs and practices of companies with which we compete for talent, consumers, and investors. The Compensation Committee uses two peer groups: the compensation peer group is used to benchmark executive compensation and compensation design, and the performance peer group is used to measure our relative performance, including for determining relative performance in our PSU awards.

We review the selection criteria and companies in both peer groups regularly. For 2025, the Compensation Committee did not make any changes to the peer groups indicated below.

		Archer-Daniels-Midland Company	Colgate-Palmolive Company	Kimberly-Clark Corporation	The Procter & Gamble Company
		Campbell Soup Company Conagra Brands, Inc. General Mills, Inc. Hormel Foods Corporation	Kellanova* Keurig Dr Pepper Inc. McCormick & Company, Incorporated	Mondelēz International, Inc. PepsiCo, Inc. The Coca-Cola Company	The Hershey Company The J. M. Smucker Company Tyson Foods, Inc.

* Kellanova was acquired on December 11, 2025 by Mars, Incorporated. As a result of the acquisition, Kellanova was no longer publicly traded and was removed from the peer group.

COMPENSATION PEER GROUP

The Compensation Committee, in consultation with the compensation consultant, reviews compensation data from the compensation peer group of companies as a reference point to benchmark and evaluate the compensation of our NEOs, including our CEO, and compensation plan designs.

The compensation peer group is based on publicly traded, U.S.-based organizations in the Consumer Staples Industry (under the Global Industry Classification Standard (GICS)) with revenue and market capitalization of approximately half to double Kraft Heinz’s net sales. We consider the organizations in this industry to be peers in competition for talent, consumers, and investors.

50 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

PERFORMANCE PEER GROUP

We established the performance peer group in 2021 with the introduction of our TSR performance metric to compare our long-term incentive compensation to the delivery of results relative to the performance peers, which we consider our performance peer group.

We selected a subset of Fast-moving Consumer Goods (FMCG) and Consumer Goods (CG) peers from our compensation peer group for the performance peer group. We view these companies particularly to be impacted by similar external and market factors and to similar degrees as us. We believe measuring our results relative to this performance peer group supports our pay-for-performance philosophy and aligns with stockholder interests.

CONSIDERATION OF SAY-ON-PAY VOTE

The Compensation Committee and full Board take the outcome of stockholders’ annual advisory votes on compensation seriously and are focused on continuing to solicit, understand, and respond to stockholders’ feedback through these annual votes and our stockholder engagement efforts.

Through our ongoing engagement with stockholders, we seek to elicit and consider a broad range of stockholder perspectives regarding our executive compensation program and structure.

At our 2025 Annual Meeting, stockholders showed strong support of our executive compensation program, with approximately 96% of votes cast in favor of our say-on-pay proposal. As part of our continual review and assessment of our compensation programs and in consideration of stockholder feedback, we did not make any changes to the executive compensation program for 2025 as a result of the say-on-pay vote.

2026 Proxy Statement 51

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

2025 EXECUTIVE COMPENSATION PROGRAM

We believe that our compensation programs should preserve our culture of ownership and meritocracy, recognizing and rewarding our employees for their achievements and impact. We aim to grow the best people through meritocracy and pay for performance.

Our compensation program has been designed to take into consideration fixed elements (base salary, benefits, and limited perquisites) and variable elements (short-term incentives (annual bonus) and long-term incentives (equity awards)), with a view toward linking a significant portion of each executive’s, including our NEO’s, compensation opportunity to Kraft Heinz’s performance and their individual performance. Our compensation elements are designed to work together to recognize achieved performance, continue to drive value creation, and align our employees’ interests with those of our stockholders.

When assessing our compensation program and determining the total compensation we offer to our executives, including our NEOs, we take into consideration the overall rewards opportunity for each individual, including benefits and perquisites, against market position and expected / actual achieved performance relative to our peers. In line with our pay-for-performance philosophy, we generally do not offer enhanced benefits or significant perquisites to our executives, including our NEOs. While our method of delivering total compensation may vary from our peers, our approach to determining target and assessing total compensation opportunity is in line with peer practice. Total cash and total direct compensation potential are designed to reflect above market median only when strong relative performance is achieved, aligning with our performance-based pay philosophy.

Our Performance Bonus Plan (“PBP”) financial measure maximum opportunity is limited to 120% of target and our PSU maximum opportunity is limited to 150% of target. Our maximum payout opportunity is designed to be below market practice (which peer and broader market practice generally provides for payout up to 200% of target), and to take into consideration the targets set for the plans.

Our voluntary, annual bonus investment plan (“Bonus Investment Plan”) plays an important role in aligning our employees’ goals with our stockholders, and, through the equity match feature, tying short-term compensation with our long-term growth and strategy. It also operates as an employee retention tool since participants must hold their purchased shares for the vesting period of the matching shares. Since the investment opportunity is tied to the level of PBP achievement, participation provides the potential for above median total compensation when long-term value creation is achieved.

52 2026 Proxy Statement

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

For 2025, the primary elements and objectives of our compensation program for our executive officers, including our NEOs, are:

	Element	Performance Metric	Description	Strategy Alignment
	Base Salary	―	Ongoing base cash compensation based on the executive officer’s role and responsibilities, individual job performance, experience, and market.	Recruitment and retention     Market competitive
	Performance Bonus Plan (PBP)	PBP Adjusted Operating Income (50%) PBP Organic Net Sales (30%) PBP Free Cash Flow Conversion (20%)	Annual cash incentive with actual cash payouts linked to achievement of key annual Kraft Heinz performance targets and individual performance targets, with equity investment opportunity under our Bonus Investment Plan.	Drive top-tier performance     Incentivize and reward  performance     With Bonus Investment Plan,  tie short-term compensation  with our long-term strategy and  stockholders’ interests
	Bonus Investment Plan	―	RSUs awarded to match an employee’s investment of a portion of their PBP payout in Kraft Heinz stock in lieu of cash and vest based upon continued employment. Matching RSUs vest 50% on the second anniversary and 50% on the third anniversary based upon continued employment.	Recruitment and retention     Drive top-tier performance     Align with stockholders’  interests     Long-term value creation
	PSUs	Three-year relative TSR (40%), three-year Organic Net Sales compound annual growth rate (CAGR) (30%), and three-year cumulative Free Cash Flow (30%)	Linked to achievement of long-term profitability goals, vest subject to continued employment and the achievement of the performance metrics, and may be awarded through an annual award or performance award.	Recruitment and retention     Drive top-tier performance     Align with stockholders’  interests     Long-term value creation     Incentivize achievement of  specific performance goals  and long-term strategy     Drive long-term profitable  growth
	RSUs	―	Vest 75% on the third anniversary and 25% on the fourth anniversary based upon continued employment and may be awarded through an annual award or performance award.	Recruitment and retention     Drive top-tier performance     Align with stockholders’  interests     Long-term value creation
	Stock Options	We view stock options to be performance-based as their value is tied to Kraft Heinz performance and our stock price.	Generally vest in full after three years based on continued employment and may be awarded through a performance award.	Recruitment and retention     Drive top-tier performance     Align with stockholders’  interests     Link realized value entirely to  stock appreciation     Drive long-term profitable  growth
	Benefits and Perquisites	―	We do not offer enhanced benefits or significant perquisites to our NEOs. Limited types of non-wage compensation provided in addition to base salary, short-term incentives, and long-term incentives.	Market competitive

2026 Proxy Statement 53

Company
Overview Voting
Roadmap Stockholder
Engagement Our
Board Governance Director
Compensation Beneficial
Ownership Executive
Compensation Audit
Matters Other Information Appendix A Non-GAAP Appendix B A&R Plan

2025 NEO COMPENSATION SNAPSHOTS

	CARLOS ABRAMS-RIVERA* CEO	TARGET
As CEO, Mr. Abrams-Rivera was responsible for managing execution of the Company’s long-term strategy, driving key new business opportunity developments and financial performance, and setting the tone for Company culture, ethics, and compliance.
			BASE SALARY	PERFORMANCE BONUS PLAN	BONUS INVESTMENT PLAN MATCH	ANNUAL EQUITY AWARD
		ACTUAL	$1,100,000	$1,520,310	$938,344	$5,950,000 PSUs
						$2,550,000 RSUs
2025 CHANGES No compensation changes for Mr. Abrams-Rivera were made for 2025.

* Mr. Abrams-Rivera served as Chief Executive Officer and as a member of Board until December 31, 2025 and as an advisor until March 6, 2026.

	ANDRE MACIEL EVP AND GLOBAL CHIEF FINANCIAL OFFICER	TARGET
Mr. Maciel has primary responsibility for management of our financial condition, capital allocation, system of internal controls, financial reporting, investor relations, acquisitions and divestitures, capital market transactions, and information technology.
			BASE SALARY	PERFORMANCE BONUS PLAN	BONUS INVESTMENT PLAN MATCH	ANNUAL EQUITY AWARD
		ACTUAL	$725,000	$725,000	$421,925	$3,084,375 PSUs
						$1,321,875 RSUs
2025 CHANGES No compensation changes for Mr. Maciel were made for 2025.

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	PEDRO NAVIO* EVP AND PRESIDENT, NORTH AMERICA	TARGET
Mr. Navio led the Company’s U.S. and Canadian operations, driving business growth through consumer-first marketing, innovation, and people development.
			BASE SALARY	PERFORMANCE BONUS PLAN	BONUS INVESTMENT PLAN MATCH	ANNUAL EQUITY AWARD
		ACTUAL	$650,000	$583,538	$234,532	$3,018,750 PSUs
						$1,293,750 RSUs
2025 CHANGES The Compensation Committee approved increasing Mr. Navio’s PBP target award opportunity for the annual cash bonus from 175% to 200%, effective February 2, 2025, to better align with market practice.

* Mr. Navio served as Executive Vice President and President, North America until February 22, 2026 and as an advisor until March 6, 2026.

	CORY ONELL EVP AND CHIEF OMNICHANNEL SALES AND ASIAN EMERGING MARKETS OFFICER	TARGET
Mr. Onell is responsible for unlocking growth through distribution channels, as well as leading the Company’s Asia emerging markets strategy, including the Company’s Asia businesses outside of Japan and South Korea.
			BASE SALARY	PERFORMANCE BONUS PLAN	BONUS INVESTMENT PLAN MATCH	ANNUAL EQUITY AWARD
		ACTUAL	$575,000	$257,370	$159,170	$1,452,500 PSUs
						$622,500 RSUs
2025 CHANGES No compensation changes for Mr. Onell were made for 2025.

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	ANGEL WILLIS EVP, GLOBAL GENERAL COUNSEL AND CORPORATE AFFAIRS OFFICER	TARGET
Ms. Willis is responsible for leading the Company’s legal and corporate affairs function, including corporate governance and securities, corporate and commercial transactions, regulatory, intellectual property, litigation, labor and employment, and government affairs and communications.
			BASE SALARY	PERFORMANCE BONUS PLAN	BONUS INVESTMENT PLAN MATCH	ANNUAL EQUITY AWARD
		ACTUAL	$620,000	$483,600	$51,531	$1,134,000 PSUs
						$486,000 RSUs
2025 CHANGES No compensation changes for Ms. Willis were made for 2025.

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BASE SALARY

Base salary is the principal “fixed” element of our executive compensation. The Compensation Committee believes that it is important that each NEO receives a market-competitive base salary that provides an appropriate balance between fixed and “at risk” compensation. The initial base salary of each NEO is established in connection with their hiring. In establishing base salaries, we review and consider market-based survey and peer proxy data for informational purposes and generally target market median.

The annualized base salary for each NEO as of December 27, 2025 was:

NEO	2024 Base Salary ($)	2025 Base Salary ($)	Change
Mr. Abrams-Rivera	1,100,000	1,100,000	—
Mr. Maciel	725,000	725,000	—
Mr. Navio	650,000	650,000	—
Mr. Onell	575,000	575,000	—
Ms. Willis	620,000	620,000	—

The Compensation Committee has sole responsibility for the review of our CEO’s compensation. Our CEO has primary responsibility for the review of the compensation of his direct reports, including the other NEOs, and provides salary recommendations to the Compensation Committee.

We believe that the base salary review process serves our pay-for-performance philosophy because base pay increases are not provided to all NEOs on an annual basis. Increases are performance-based and dependent on the NEO’s success and achievement in their role or for market parity.

ANNUAL CASH-BASED PERFORMANCE BONUS PLAN (PBP)

The PBP is designed to motivate and reward employees who contribute positively toward our near-term business strategy and achieve their annual individual performance objectives. To support our continued evolution, in 2025 we made a key change to our bonus plan by introducing the PBP scorecard. The PBP scorecard helps us measure and reward progress towards our annual and long-term business goals and provides a clear and transparent way to track individual and collective performance and ensure we are on track to deliver results. The scorecard is comprised of 50% company performance, 30% entity performance, and 20% team or individual performance. Our Value, We own it, lets us lean into our culture of meritocracy, where every role – regardless of level or function – contributes to our collective success. The formula for determining a PBP participant’s annual bonus payout is:

BASE SALARY

For purposes of PBP payout, we calculate base salary by averaging an employee’s annual salary as of the 15th day of each month. For any new hires or changes in salary during the fiscal year, we prorate the base salary amount based upon the duration of the individual’s service or timing of changes.

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TARGET AWARD OPPORTUNITY

We establish a target award opportunity for each NEO prior to the beginning of each year, or upon their hire or establishment of increased responsibilities or changes in role, set as a percentage of the NEO’s annual base salary. When establishing the target award opportunity, we consider the overall design of the PBP plan compared to peers, including the nature of the performance targets set versus the strategic plan, the maximum payout opportunity available under the plan, and the balance of the compensation components in the NEO’s total direct compensation relative to market.

The target award opportunity for each of our NEOs as of December 27, 2025 was:

NEO	2024 Target Award Opportunity	2025 Target Award Opportunity	Change
Mr. Abrams-Rivera	300%	300%	—
Mr. Maciel	200%	200%	—
Mr. Navio(a)	175%	200%	14.29%
Mr. Onell	150%	150%	—
Ms. Willis	150%	150%	—

(a) The Compensation Committee approved increasing Mr. Navio’s PBP target award opportunity for the annual bonus target to better align with market practice.

COMPANY PERFORMANCE

We continue to evolve our performance management and Performance Bonus Plan approach to drive profitable growth by creating a stronger link to enterprise value creation and emphasizing greater collaboration. The company performance is comprised of three weighted metrics. Each of these metrics is based upon achievement of the threshold, target, or maximum level for each executive, including our NEOs.

For our 2025 fiscal year, the Company used a weighted average of three metrics (PBP Adjusted Operating Income (50%), PBP Organic Net Sales (30%), and PBP Free Cash Flow Conversion (20%)) for our company performance. Each of these metrics can achieve a score that ranges from 50% at threshold, to 100% at target, and 120% at maximum based on achievement against the established targets. Our maximum payout opportunity of 120% is designed to be below market practice (which market practice generally provides for payout up to 200% of target).

We believe PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion more clearly reflect key aspects of our performance, including revenue growth, expense control, and efficient use of capital. The Compensation Committee believes these three metrics appropriately reflect our focus on successful management of our core operations—growing our business and driving sustained increases in profit—in turn, aligning the interests of our NEOs with those of our stockholders. PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversation are defined below under Company Performance Metrics.

For 2025, the Compensation Committee approved the achievement of the three Company Performance metrics as follows:

	PBP Adjusted Operating Income		PBP Organic Net Sales		PBP Free Cash Flow Conversion
	($ millions)	(%)	($ millions)	(%)	(%)	(%)
Threshold	5,275	50%	25,179	50%	88%	50%
Target	5,495	100%	25,693	100%	93%	100%
Maximum	5,582	120%	26,026	120%	95%	120%
ACTUAL	4,746	0%	24,831	0%	126%	120%

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Leaning into our Value, We Own It, for our Executive Leadership Team, the 2025 company performance was calculated based upon the weighted average of the three Company Performance metrics. The following table shows the company performance achievement from 2021 through 2025 for our NEOs. The Committee believes that these results are consistent with how the Company performed against its targets during these years and reflect the pay-for-performance objectives of our executive compensation program.

COMPANY PERFORMANCE ACHIEVEMENT: 2021 THROUGH 2025
2025 Achieved	2024 Achieved		2023 Achieved		2022 Achieved		2021 Achieved
24%		48%		120%		96%		94%

COMPANY PERFORMANCE METRICS

PBP Adjusted Operating Income is defined as net income/(loss)before interest expense, other expense/(income), provision for/(benefit from) income taxes; in addition to these adjustments, we exclude, when they occur, the impact of foreign currency fluctuations by maintaining the exchange rates established in our Annual Operating Plan (“AOP”), restructuring activities, deal costs, separation costs, unrealized gains/(losses) on commodity hedges, impairment losses, and certain non-ordinary course legal and regulatory matters. In cases where zone achievement is 100% or lower, we adjust for higher or lower incentive compensation compared with what we established in our AOP.

PBP Organic Net Sales is defined as total external revenue minus discounts and allowances. It also excludes, when they occur, the impact of foreign currency fluctuations by maintaining the exchange rates established in our AOP.

PBP Free Cash Flow Conversion is defined as Free Cash Flow divided by Adjusted Net Income/(Loss). Free Cash Flow is defined as net cash provided by/(used for) operating activities less capital expenditures. It excludes, where they occur, the impact of foreign currency by maintaining the exchange rates established in our AOP.

We may adjust the threshold, target, and maximum metrics to incorporate the impact of acquisitions and divestitures.

ENTITY PERFORMANCE

To foster cross-functional collaboration and partnership across teams, key performance indicators (“KPIs”) are cascaded to tie to the priorities of the entity an individual reports to. This may be a zone, business unit, country, function, or a combination of these, depending on the employee’s role. These KPIs tie closely to the priorities of that entity based on the Company’s operating plan.

INDIVIDUAL PERFORMANCE

The foundation of each employee’s individual performance score is our Management by Objectives (“MBO”) process. At the beginning of each year, the Compensation Committee establishes a series of individual performance goals, or MBOs, that are based upon our corporate strategy, which are then cascaded throughout the organization. First, the Compensation Committee establishes MBOs for our CEO. Then, in consultation with the Compensation Committee, the CEO establishes corresponding MBOs for each of his direct reports, including the NEOs, which are further cascaded down throughout the organization. This cascading process enables us to drive initiatives by aligning individual employee goals throughout the organization.

Each NEO has an MBO comprised of multiple goals or objectives. For each goal, there are one or more KPIs, which are the quantitative or qualitative metrics used to track achievement of the goal.

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For 2025, the company, entity, team, and/or individual goals for each of the NEOs and the overall performance ascribed by the Compensation Committee for each NEO based on their performance were:

						Total PBP Scorecard
NEO	Goals		Key Performance Indicators (KPIs)		Weight (%)	Achievement
Mr. Abrams-Rivera	•	Deliver Kraft Heinz Financial Results	–	Achievement of PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion	50	46.07%
	•	Deliver Kraft Heinz Profitability	–	Achievement of global PBP Adjusted Gross Margin Percent	10
	•	Deliver Market Superiority	–	Achievement of global value market share	10
	•	Generate Long-Term Sustainable Growth	–	Progress on brand growth system objectives	10
			–	Achievement of portfolio transformation objectives	10
	•	Employee Retention	–	Achievement of retention objectives	10
Mr. Maciel	•	Deliver Kraft Heinz Financial Results	–	Achievement of PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion	50	50.00%
	•	Deliver Kraft Heinz Profitability	–	Achievement of global PBP Adjusted Gross Margin Percent	10
	•	Deliver Market Superiority	–	Achievement of global value market share	10
	•	Generate Long-Term Sustainable Growth	–	Achievement of global Free Cash Flow	10
			–	Achievement of portfolio transformation objectives	15
	•	Strategic Priority Focus on Finance Transformation	–	Achievement of finance transformation objectives	5
Mr. Navio	•	Deliver Kraft Heinz Financial Results	–	Achievement of PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion	50	45.36%
	•	Deliver Kraft Heinz Profitability	–	Achievement of North America PBP Adjusted Gross Margin Percent	10
	•	Deliver Market Superiority	–	Achievement of North America zone value market share	20
	•	Generate Long-Term Sustainable Growth	–	Achievement of Brand Growth System objectives	5
			–	Achievement of US/Omnichannel sales objectives	5
			–	Achievement of North America portfolio transformation objectives	5
	•	Employee Retention	–	Achievement of North America engagement and retention objectives	5
Mr. Onell	•	Deliver Kraft Heinz Financial Results	–	Achievement of PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion	50	29.84%
	•	Deliver Kraft Heinz Profitability	–	Achievement of NSV for Away From Home	10
			–	Achievement of NSV for Asian Emerging Markets	10
			–	Achievement of Asia Emerging Markets PBP Adjusted Gross Margin Percent	10

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	•	Generate Long- Term Sustainable Growth	–	Achievement of North America Onmichannel objectives	5
			–	Achievement of Geo Whitespace objectives	10
	•	Strategic Priority Focus on Sales Excellence	–	Achievement in global sales excellence objectives	5
Ms. Willis	•	Deliver Kraft Heinz Financial Results	–	Achievement of PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion	50	52.00%
	•	Deliver Kraft Heinz Profitability	–	Achievement of global PBP Adjusted Gross Margin Percent	10
	•	Generate Long- Term Sustainable Growth	–	Achievement of portfolio transformation objectives	10
	•	Strategic Priorities	–	Achievement of key legal initiatives	10
			–	Achievement of risk management excellence objectives	10
			–	Achievement of key communications evolution objectives	10

PBP PAYOUT EARNED

In our 2025 fiscal year, the Compensation Committee approved the following PBP payouts earned for each of our NEOs:

Name	Base Salary for PBP Calculation ($)	Target Award Opportunity (%)	Total PBP Scorecard Achievement (%)	PBP Payout Earned(a) ($)
Mr. Abrams-Rivera	1,100,000	300%	46.07%	1,520,310
Mr. Maciel	725,000	200%	50.00%	725,000
Mr. Navio	650,000	200%	45.36%	583,538
Mr. Onell	575,000	150%	29.84%	257,370
Ms. Willis	620,000	150%	52.00%	483,600

(a) Payout calculations are interpolated between minimum, target, and maximum.

BONUS INVESTMENT PLAN

As part of our commitment to fostering an ownership mentality and to align employees’ interests with stockholders’ interests and drive stockholder value, we offer certain employees, including our NEOs, the opportunity to participate in our voluntary, annual Bonus Investment Plan. Our Bonus Investment Plan plays an important role in aligning our employees’ goals with our stockholders, and, through the equity match feature, tying short-term compensation with our long-term growth and strategy. It also operates as an employee retention tool since participants must hold their purchased shares for the three-year vesting period of the matching shares.

This unique program is designed to drive performance and aligns with our belief in meritocracy and commitment to offering competitive compensation. There are two key components under the plan; (1) Employee Investment: eligible employees can invest a portion of their earned annual PBP bonus toward the purchase of shares of Company stock (“Investment Shares”) and (2) Company Match: the Company will then grant a matching contribution in the form of Restricted Stock Units (“Matching RSUs”).

EMPLOYEE INVESTMENT

To participate in the plan, eligible employees elect to invest a portion of their calculated net bonus to purchase Investment Shares. For our NEOs, the investment required is 35% of their calculated net bonus. Calculated net bonus is the employee’s PBP payout earned less an amount based on a normalized tax rate (based on country of residence). Since the investment opportunity is tied to the level of PBP achievement, participation provides the potential for above median total compensation when relative performance is achieved.

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The number of Investment Shares purchased is calculated as the product of the participant’s calculated net bonus and the participant’s election percentage, divided by the closing price of our stock on the plan effective date:

COMPANY MATCH

The number of Matching RSUs a participant receives is calculated as the product of the participant’s gross PBP payout earned, the participant’s election percentage (35% for our NEOs), and a multiplier that is associated with the participant’s level in the organization, divided by the closing price of our stock on the plan effective date:

The Matching RSUs will cliff vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to the employee’s continued employment with Kraft Heinz and the retention of the Investment Shares as described below. Matching RSUs are eligible to receive dividends when paid that are accrued and issued at the dividend payment date in the form of DEUs. DEUs are subject to the same terms as the original grant of the underlying Matching RSUs.

If a participant sells or otherwise transfers Investment Shares before the related Matching RSUs are vested, he, she, or they will immediately forfeit:

•if 50% or less of the Investment Shares are sold or transferred, an amount of Matching RSUs and accrued DEUs equal to two times the percentage of Investment Shares sold or transferred

•if more than 50% of the Investment Shares are sold or transferred, 100% of the Matching RSUs and accrued DEUs

In 2025, our eligible NEOs participated in the Bonus Investment Plan as follows, based on 2024 PBP payouts earned:

Name	Investment Amount ($)	Investment Shares (#)	Matching RSUs (#)
Mr. Abrams-Rivera	281,519	9,167	30,555
Mr. Maciel	126,587	4,122	13,739
Mr. Navio	70,387	2,292	7,637
Mr. Onell	47,785	1,556	5,183
Ms. Willis	15,478	504	1,678

The Compensation Committee believes that the Bonus Investment Plan as a whole, and the forfeitability of the Matching RSUs, in particular, fosters employee retention and strongly motivates eligible employees to hold Kraft Heinz common stock for the long-term, further emphasizing a long-term view in creating stockholder value.

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ANNUAL EQUITY AWARDS

Our long-term incentive programs, including annual equity awards and the Bonus Investment Plan, play an important role in our total reward and recognition strategy enabling our pay-for-performance philosophy and our ownership and meritocracy culture. The Compensation Committee believes that PSUs and RSUs incentivize long-term performance and provide additional alignment between the NEOs’ interests and those of our stockholders, while also providing a significant retention incentive, because the underlying value of the awards is tied to our stock price and the performance of the Company.

In March 2025, in order to further retain, engage, and motivate top talent and align the interests of management with those of our stockholders, we issued PSUs and RSUs to employees at the Director level and above, including each of our NEOs. The equity award was granted using a mix of 70% PSUs and 30% RSUs, which vest 75% on the third anniversary and 25% on the fourth anniversary of the grant date. To define the size of an individual total annual equity award we take into consideration an NEO’s individual performance, relevant market data, and the NEO’s total direct compensation opportunity (including base salary, PBP, Bonus Investment Plan Matching RSUs, assuming the NEO will elect to participate in the program, and the baseline equity award, which is determined by the NEO’s job level and their annual base salary).

Name	PSU Award At Target ($)	RSU Award ($)	Total Annual Award At Target(a) ($)
Mr. Abrams-Rivera	5,950,000	2,550,000	8,500,000
Mr. Maciel	3,084,375	1,321,875	4,406,250
Mr. Navio	3,018,750	1,293,750	4,312,500
Mr. Onell	1,452,500	622,500	2,075,000
Ms. Willis	1,134,000	486,000	1,620,000

(a) Under The Kraft Heinz Company 2020 Omnibus Incentive Plan and related award agreements, (i) performance share units granted less than 24 months prior to an executive’s separation date are forfeited in full and (ii) restricted stock units granted less than 12 months prior to an executive's separation date are forfeited in full.

PSUs

The number of PSUs that will vest will be based on a performance period from December 29, 2024, the first day of our 2025 fiscal year, through December 25, 2027, the last day of our 2027 fiscal year, for achievement against the below metrics:

Weight	Measure	Payout
40%	3-year average annual Company Total Shareholder Return (TSR) performance relative to the performance peer group	Threshold: 25% Target: 100% Maximum: 150%
30%	3-year Organic Net Sales compound annual growth rate (CAGR)	Threshold: 25% Target: 100% Maximum: 150%
30%	3-year Cumulative Free Cash Flow	Threshold: 25% Target: 100% Maximum: 150%

Our maximum performance opportunity of 150% is designed to be below market practice (which market practice generally provides for payout up to 200% of target) in recognition of the notional values of the PSU award and the targets relative to market median.

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The Company will compare achieved TSR over the performance period versus the companies identified in the performance peer group described above using the following calculation. We calculate TSR using average stock price and dividends paid in (i) the last three fiscal months at end of the assessed period and (ii) three fiscal months in the period immediately preceding the beginning of assessed period.

The relative TSR achieved performance and the respective number of PSUs earned is based upon the Company’s relative rank among the peer companies at the end of the performance period, calculated on a linear basis.

Relative Rank	80th Percentile	60th Percentile(a)	25th Percentile	Below 25th Percentile
Percent of Granted PSUs Earned	150%	100%	25%	0%

(a) TSR achievement capped at target in the event of a negative TSR result at the end of the performance period.

In 2025, select employees critical to delivering the long-term strategy, including the NEOs, were awarded a higher maximum opportunity to increase focus on baseline plan financial metrics and incentivize extraordinary performance above expectations. Recipients are eligible to earn an additional one-time award of shares if the Company achieves above 100% on Free Cash Flow, equal/above 40th percentile on relative TSR, and above a predefined absolute stock price, for a maximum award opportunity of 450% of the target PSUs awarded. Payout of this one-time award is subject to achievement and a total 5-year vesting period (including a 3-year performance period and an additional two year vesting window). There will be no additional funding if the Company does not achieve 100% of its baseline financial goals.

RSUs

RSUs are eligible to receive dividends when paid that are accrued and issued at the dividend payment date in the form of DEUs. DEUs are subject to the same terms as the original grant of the underlying RSUs.

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PSU PERFORMANCE

2023 PSU PERFORMANCE CONDITIONS CERTIFIED

The number of PSUs earned under the grants made on March 1, 2023 (the “2023 PSUs”) were based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and Cumulative Free Cash Flow (30%) targets over a three-year performance period. The Company compared achieved TSR over the performance period versus the companies identified in the performance peer group. In February 2026, the Compensation Committee certified that the performance conditions for the 2023 PSUs had been met as follows. The 2023 PSUs earned vested 75% on March 1, 2026, and will vest 25% on March 1, 2027, subject to continued service through such date.

Performance Indicator	Achievement Against Target	PSUs Earned
TSR relative rank versus 2023 performance peer group (40%)	42.9%	17.2%
Organic Net Sales CAGR (30%)	0%	0%
Cumulative Free Cash Flow (30%)	147.8%	44.3%
Total PSUs Earned		61.5%

2024 AND 2025 PSU PERFORMANCE STATUS

The number of PSUs earned under the grants made on March 1, 2024 (the “2024 PSUs”) and March 1, 2025 (the “2025 PSUs”) will be based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and Cumulative Free Cash Flow (30%) targets over a three-year performance period. The Company will compare achieved TSR over the performance period versus the companies identified in the performance peer group.

The levels of TSR performance for the awards, calculated based upon an ending date of December 27, 2025, were:

Relative TSR Rank Percent PSUs earned	80th Percentile 150%	60th Percentile 100%	25th Percentile 25%
2024 PSUs
Performance Period:
January 2024- December 2026

Relative TSR Rank Percent PSUs earned	80th Percentile 150%	60th Percentile 100%	25th Percentile 25%
2025 PSUs
Performance Period:
January 2025- December 2027

Achievement below the 25th percentile results in no earned PSUs. The percent of PSUs earned for achievement above the 80th percentile is capped at 150%.

TIMING OF EQUITY AWARDS

The Company has a practice of granting annual equity awards to eligible employees, including NEOs, which may include PSUs, stock options and time-based RSUs, typically in the first quarter of each year. Interim equity grants, such as grants made to new hires, are generally made at the time of the next annual grant, although these practices may in the future be varied. During 2025, the Compensation Committee did not consider material nonpublic information when determining the timing or terms of equity awards for the NEOs, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee did not grant stock options to any NEO in 2025.

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RETENTION EQUITY AWARDS

In September 2025, in connection with the announcement of the proposed separation, in order to retain, engage, and motivate top talent working on the transaction, we issued retention equity awards to key employees, including some of our NEOs. The retention equity award consisted of 100% RSUs, which vest 100% on the 18-month anniversary of the grant date.

Name	Total Award(a)  ($)
Mr. Maciel	1,449,992
Mr. Navio	650,009
Mr. Onell	575,009
Ms. Willis	930,001

(a) Under The Kraft Heinz Company 2020 Omnibus Incentive Plan and related award agreements, restricted stock units granted less than 12 months prior to an executive’s separation date are forfeited in full.

BENEFITS AND PERQUISITES

We strive to be equitable in our application of benefits and perquisites across our employee population and specific to particular business situations. We do not provide bespoke executive plans. In addition to base salary, our Performance Bonus Plan, and long-term incentive equity grants, we provide certain benefit programs to our NEOs, including retirement plan contributions, health and welfare insurance benefits, and certain other limited perquisite benefits. In support of our meritocracy and pay for performance culture, our perquisites are by design below market compared to peers.

We maintain defined contribution retirement plans to allow employees to save for retirement in a tax-efficient manner. Our eligibility guidelines and contribution levels are the same for all employees, including the NEOs. For 2025, none of our NEOs participated in any defined benefit pension plans, non-qualified deferred compensation plans, or supplemental retirement or executive savings plans.

We also provide health and welfare insurance benefits to employees, including our NEOs, which include life, disability, and health insurance benefit plans. The eligibility guidelines and rates for these plans, and our contribution levels, do not favor our NEOs or other members of senior management over our other employees. In general, we do not offer enhanced benefits or significant perquisites to our NEOs. In 2025, we provided limited perquisite benefits, which included, for example, limited tax advisory services, immigration benefits, and reimbursement of certain housing and relocation expenses for business reasons.

OTHER COMPENSATION POLICIES AND PRACTICES

OFFICER STOCK OWNERSHIP GUIDELINES

To strengthen alignment of our NEOs’ interests with those of our stockholders, our stock ownership guidelines require our NEOs to hold shares of our common stock in an amount equal to a specified multiple of the NEO’s annual base salary, as follows. All of our current NEOs, including our CEO, are in compliance with the ownership guidelines.

Role	Minimum Ownership		Compliance Period
CEO		6x BASE SALARY	5 years from appointment to a position subject to the guidelines
Other NEOs		3x BASE SALARY

RSUs, DEUs accrued on RSUs (including Matching RSUs), stock equivalents in savings plans or deferred compensation plans, and shares held in a trust for the benefit of immediate family members count toward satisfying this ownership requirement. Unearned PSUs and unexercised stock options do not count toward satisfying this ownership requirement. For more details on the stock ownership of our NEOs, see Beneficial Ownership of Stock—Directors and Officers.

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CHANGE IN CONTROL SEVERANCE PLAN

We maintain The Kraft Heinz Company Change in Control Severance Plan (the “CIC Plan”) to better align the Company’s benefits plans to be more consistent with peers and market practice.

Under the CIC Plan, executive officers, including the CEO, and certain other senior-level employees who experience a qualifying termination in connection with a change in control, as defined under the CIC Plan, in the three months prior to, or the 24 months following, a change in control will be eligible to receive severance payments and benefits as follows:

•Severance pay equal to two times the sum of annual base salary and target PBP payout for the CEO and one-and-a-half times the sum of annual base salary and target PBP payout for the other executive officers and certain other senior-level employees;

•PBP payout for the current year at target and prorated for service;

•Health and welfare benefits continued for 24 months following the qualifying termination for the CEO and 18 months following the qualifying termination for our other executive officers and certain other senior-level employees, as defined by the CIC Plan;

•Outplacement services to assist covered employees with their transition to new employment; and

•Vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan.

Change in control is defined under the CIC Plan as (i) any change in beneficial ownership of more than 50% of the combined voting power of the Company’s outstanding stock is acquired by a person or company, directly or indirectly, (ii) as result of a merger or consolidation, (iii) a change in the majority of the Board over a defined period, or (iv) sale or transfer of substantially all assets, or complete liquidation of the company.

In order to receive severance payments and benefits under the CIC Plan, recipients must agree to a non-revocable release of claims and continued compliance with restrictive covenants including non-competition and non-solicitation obligations that run for a number of months following termination of employment equal to the number of months used in the calculation of severance pay.

CLAWBACK POLICY

We maintain a clawback policy that applies to our employees (including our NEOs and other executive officers). Effective October 2, 2023, the clawback policy was updated to include mandatory recoupment of excess incentive-based compensation received by a covered executive (including the NEOs) on or after October 2, 2023 in the event of a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under federal securities laws, as required by Nasdaq listing standards implementing Exchange Act Rule 10D-1. In addition, under the policy, in certain circumstances, including misconduct, stock options, PSUs, RSUs (including Matching RSUs), payments under the PBP and similar short-term incentive bonus plans, and any proceeds or other benefits an NEO may receive may be subject to forfeiture and/or repayment to us at the discretion of the Compensation Committee or to the extent required by applicable laws or rules. Further, if an NEO receives any amount in excess of what he, she, or they should have received under the terms of any award for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or administrative error), all as determined by the Compensation Committee, then such NEO may be required to promptly repay any such excess amount to us, at the discretion of the Compensation Committee.

IMPACT OF TAX AND ACCOUNTING POLICIES

When determining total direct compensation packages, the Compensation Committee considers all factors that may have an impact on our financial performance, including tax and accounting rules and regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”). Section 162(m) of the Tax Code generally limits our ability to deduct compensation paid to “covered employees” (as defined in the Tax Code) to the extent such compensation exceeds $1 million to such employee in any fiscal year.

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HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT

The Compensation Committee oversees our compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year ended December 27, 2025, which was filed with the SEC on February 12, 2026.

HUMAN CAPITAL AND COMPENSATION COMMITTEE
Diane Gherson Chair	Elio Leoni Sceti	Tony Palmer	James Park	John C. Pope

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1)(2) ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compensation(3) ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation(5) ($)	Total Compensation ($)
Carlos Abrams-Rivera	2025	1,100,000	—	8,102,609	—	1,520,310	—	25,891	10,748,810
Chief Executive Officer	2024	1,100,000	—	6,533,365	—	1,340,495	—	25,524	8,999,384
	2023	800,000	—	5,155,982	—	2,257,373	—	488,026	8,701,381
Andre Maciel	2025	725,000	—	5,585,731	—	725,000	—	28,215	7,063,946
EVP and Global Chief Financial Officer	2024	725,000	—	4,246,487	—	602,783	—	87,281	5,661,551
	2023	713,462	—	3,736,930	—	1,466,974	—	363,103	6,280,469
Pedro Navio	2025	650,000	—	4,519,387	—	583,538	—	168,688	5,921,613
EVP and President, North America	2024	647,596	80,000	3,543,036	—	335,064	—	364,983	4,970,679
Cory Onell	2025	575,000	—	2,483,158	—	257,370	—	25,288	3,340,816
EVP and Chief Omnichannel Sales and Asian Emerging Markets Officer	2024	573,881	—	2,155,686	—	227,424	—	24,930	2,981,921
Angel Willis	2025	620,000	250,000(4)	2,346,983	—	483,600	—	141,888	3,842,471
EVP, Global General Counsel and Corporate Affairs Officer

(1)The amounts shown in this column include the aggregate grant date fair value, computed in accordance with ASC Topic 718, of Matching RSUs, PSUs, RSUs (all Stock Awards), and stock options (Option Awards), as applicable. For a discussion of the assumptions made in the valuation of these awards, see Note 11, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2025 Annual Report. For a discussion of the terms applicable to the Matching RSUs, PSUs, RSUs, and stock options, as well as vesting, forfeiture, and other terms, see above under — Compensation Discussion and Analysis—2025 Executive Compensation Program.

(2)The amounts reported for stock awards represent the aggregate grant date fair value of stock awards in accordance with the accounting guidance on share-based payments. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of these awards, see Note 11, Employees’ Stock Incentive Plans, under Item 8, Notes to Consolidated Financial Statements in our 2025 Annual Report. For 2025, the amounts reported in this column represent the grant date fair value of PSU awards. The maximum grant recipients may earn is up to 150% of the target number of PSUs granted. In 2025, for certain PSUs granted to specified employees, recipients will be eligible to earn an additional one-time award of shares if the Company delivers above 100% of aggregate financial metrics, additional detail included in Grants of Plan Based Awards table and footnotes. The maximum for Mr. Abrams-Rivera is $15,157,033; Mr. Maciel is $7,857,133; for Mr. Navio is $7,690,034; for Mr. Onell is $3,700,134; for Ms. Willis is $2,888,808.

(3)The 2025 amounts shown in this column reflect compensation earned for 2025 performance under our PBP. The bonuses were paid to each NEO in the first quarter of 2026 in cash or shares of stock pursuant to our Bonus Investment Plan.

(4)The amount shown in this column includes the final payment of a hiring bonus for Ms. Willis.

(5)The following table sets forth a detailed breakdown of the items that comprise “All Other Compensation” for 2025:

Year	Matching Contribution to Kraft Heinz 401(k) ($)	Insurance Coverage(a) ($)	Relocation Expenses ($)	Commuting Expenses ($)	Tax Support and Payments ($)	Total ($)
Mr. Abrams-Rivera	24,500	1,391	—	—	—	25,891
Mr. Maciel	24,500	994	—	—	2,721	28,215
Mr. Navio	11,500	891	—	—	156,297	168,688
Mr. Onell	24,500	788	—	—	—	25,288
Ms. Willis	22,727	850	100,000	18,311	—	141,888

(a) Reflects basic life and accidental death and dismemberment insurance coverages.

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GRANTS OF PLAN-BASED AWARDS

The following table sets forth information regarding the grant of plan-based awards for each of the NEOs in our 2025 fiscal year.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock	All Other Option Awards: Number of Securities Underlying	Exercise Price of Option	Grant Date Fair Value of Stock and Option
Name	Grant Date	Grant Type	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)	Options (#)	Awards ($/Share)	Awards ($)
Mr. Abrams Rivera		PBP(1)	1,650,000	3,300,000	3,630,000
	3/01/2025	Matching RSUs							30,555			938,344
	3/01/2025	PSUs(2)				48,437	193,746	871,871				4,614,229
	3/01/2025	RSUs							83,036			2,550,036
Mr. Maciel		PBP(1)	725,000	1,450,000	1,595,000
	3/01/2025	Matching RSUs							13,739			421,925
	3/01/2025	PSUs(2)				25,109	100,436	451,962				2,391,934
	3/01/2025	RSUs							43,044			1,321,881
	9/03/2025	Retention RSUs(3)							53,843			1,449,992
Mr. Navio		PBP(1)	650,000	1,300,000	1,430,000
	3/01/2025	Matching RSUs							7,637			234,532
	3/01/2025	PSUs(2)				24,575	98,300	442,350				2,341,064
	3/01/2025	RSUs							42,129			1,293,782
	9/03/2025	Retention RSUs(3)							24,137			650,009
Mr. Onell		PBP(1)	431,250	862,500	948,750
	3/01/2025	Matching RSUs							5,183			159,170
	3/01/2025	PSUs(2)				11,825	47,298	212,841				1,126,426
	3/01/2025	RSUs							20,272			622,553
	9/03/2025	Retention RSUs(3)							21,352			575,009
Ms. Willis		PBP(1)	465,000	930,000	1,023,000
	3/01/2025	Matching RSUs							1,678			51,531
	3/01/2025	PSUs(2)				9,232	36,927	166,172				879,435
	3/01/2025	RSUs							15,826			486,016
	9/03/2025	Retention RSUs(3)							34,534			930,001

(1)Payments are based on achievement of individual and financial performance goals. The company performance metric was calculated based upon PBP Adjusted Operating Income, PBP Organic Net Sales, and PBP Free Cash Flow Conversion for 2025 PBP awards, which has a Threshold payout level of 50%, and Maximum payout level of 120%. Threshold amounts also reflect a minimum individual performance score of 10%, while Target amounts reflect an individual performance score of 100%, and Maximum amounts reflect a company performance score of 120% and an entity and individual performance score of 100%. Annual incentive award payments were made in cash to each NEO after the end of 2025 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table.

(2)Granted under the 2020 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on February 4, 2025. The Target number of shares shown in the table reflects the number of shares of common stock that will be earned if each of the performance metrics are achieved at target levels by December 25, 2027. Actual shares awarded will vest 75% on the third anniversary of the grant date and the final 25% will vest on the fourth anniversary of the grant date. The performance target is based on achievement of relative TSR (40%), Organic Net Sales CAGR (30%), and Cumulative Free Cash Flow (30%) targets over a three-year performance period. The Company will compare achieved TSR over the performance period versus the 13 companies identified in the performance peer group. Dividends are not earned on the PSUs.

(3)In September 2025, in connection with the announcement of the proposed separation, in order to retain, engage, and motivate top talent working on the transaction, we issued equity retention awards to key employees, including some of our NEOs. The equity retention award consisted of 100% RSUs, which vest 100% on the 18-month anniversary of the grant date.

(4)In 2025, for certain PSUs granted to specified employees critical to delivering the long-term strategy, including the NEOs, to increase focus on baseline plan financial metrics and incentivize extraordinary performance above expectations, recipients will be eligible to earn an additional one-time award of shares if the Company delivers above 100% of aggregate financial metrics, relative TSR at or above median, and a predefined absolute TSR target, for a maximum additional award opportunity of up to 300% of target. Payout of this one-time award is subject to achievement and a total 5-year vesting period (including a 3-year performance period and an additional two year vesting window). There will be no additional funding if the Company does not achieve 100% of aggregate of its baseline financial goals.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth each NEO’s outstanding equity awards as of the end of our 2025 fiscal year.

			Option Awards			Stock Awards
Name	Grant Date	Grant Type	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested(1) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)
Mr.	3/1/2025	Matching RSUs					32,455	(2)	783,139
Abrams-Rivera	3/1/2025	PSUs								193,749	(3)	4,675,163
	3/1/2025	RSUs					88,198	(4)	2,128,218
	3/1/2024	Matching RSUs					50,092	(2)	1,208,720
	3/1/2024	PSUs								112,084	(5)	2,704,587
	3/1/2024	RSUs					53,496	(6)	1,290,858
	3/1/2023	Matching RSUs					32,480	(2)	783,742
	3/1/2023	PSUs								82,033	(7)	1,979,456
	3/1/2023	RSUs					40,917	(8)	302,807
	3/1/2022	PSUs								7,756	(9)	187,152
	3/1/2022	RSUs					11,817	(10)	285,144
	3/1/2022	Stock Options	5,171		38.68	3/1/2032
	3/1/2021	Stock Options	5,393		37.09	3/1/2031
	6/1/2020	Stock Options	82,183		30.42	6/1/2030
Mr. Maciel	3/1/2025	Matching RSUs					14,593	(2)	352,129
	3/1/2025	PSUs								100,436	(3)	2,423,521
	3/1/2025	RSUs					45,720	(4)	1,103,224
	9/3/2025	Retention RSUs					55,576	(11)	1,341,049
	3/1/2024	Matching RSUs					32,551	(2)	785,456
	3/1/2024	PSUs								72,855	(5)	1,757,991
	3/1/2024	RSUs					34,772	(6)	839,048
	3/1/2023	Matching RSUs					19,556	(2)	471,886
	3/1/2023	PSUs								62,094	(7)	1,498,328
	3/1/2023	RSUs					30,972	(8)	747,354
	3/1/2022	PSUs								3,878	(9)	93,576
	3/1/2022	RSUs					6,278	(10)	151,488
	3/1/2022	Stock Options	2,586		38.68	3/1/2032
	3/1/2021	Stock Options	2,562		37.09	3/1/2031
	8/16/2019	Stock Options	39,355		25.41	8/16/2029
	3/1/2016	Stock Options	19,315		77.66	3/1/2026

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			Option Awards				Stock Awards
Name	Grant Date	Grant Type	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested(1) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)
Mr. Navio	3/1/2025	Matching RSUs					8,112	(2)	195,743
	3/1/2025	PSUs								98,300	(3)	2,371,979
	3/1/2025	RSUs					44,749	(4)	1,079,793
	9/3/2025	Retention RSUs					24,914	(11)	601,175
	3/1/2024	Matching RSUs					19,848	(2)	478,932
	3/1/2024	PSUs								66,005	(5)	1,592,701
	3/1/2024	RSUs					31,504	(6)	760,192
	3/1/2023	Matching RSUs					11,888	(2)	286,857
	3/1/2023	PSUs								34,180	(7)	824,763
	3/1/2023	RSUs					17,050	(8)	411,417
	3/1/2022	PSUs								2,908	(9)	70,170
	3/1/2022	RSUs					4,706	(10)	113,556
	3/1/2022	Stock Options	1,939		38.68	3/1/2032
	3/1/2022	Stock Options	64,633		38.68	3/1/2032
	3/1/2021	Stock Options	977		37.09	3/1/2031
	3/1/2018	Stock Options	52,325		66.89	3/1/2028
Mr. Onell	3/1/2025	Matching RSUs					5,506	(2)	132,860
	3/1/2025	PSUs								47,298	(3)	1,141,301
	3/1/2025	RSUs					21,532	(4)	519,567
	9/3/2025	Retention RSUs					22,039	(11)	531,801
	3/1/2024	Matching RSUs					17,392	(2)	419,669
	3/1/2024	PSUs								36,366	(5)	877,512
	3/1/2024	RSUs					17,357	(6)	418,824
	3/1/2023	Matching RSUs					11,801	(2)	284,758
	3/1/2023	PSUs								33,948	#	819,165
	3/1/2023	RSUs					16,935	(8)	408,642
	3/1/2022	PSUs								2,908	#	70,170
	3/1/2022	RSUs					4,706	(10)	113,556
	3/1/2022	Stock Options	1,784		38.68	3/1/2032
	3/1/2021	Stock Options	1,719		37.09	3/1/2031
Ms. Willis	3/1/2025	Matching RSUs					1,783	(2)	43,024
	3/1/2025	PSUs								36,927	(3)	891,049
	3/1/2025	RSUs					16,809	(4)	405,601
	9/3/2025	Retention RSUs					35,645	(11)	860,114

(1)The market value of the shares that have not vested is based on the closing price of $24.13 for Kraft Heinz common stock on December 27, 2025, the last trading day of our fiscal year.

(2)Total includes DEUs that are subject to the same terms as the original grant. The Matching RSUs vested or are scheduled to vest on: March 1, 2026 for awards granted on March 1, 2023; March 1, 2027 for awards granted on March 1, 2024; and 50% on March 1, 2028 and 50% on March 1, 2029 for awards granted on March 1, 2025.

(3)These awards are scheduled to vest 75% on March 1, 2028 and 25% on March 1, 2029 based upon achievement of performance conditions for the 2025 PSUs.

(4)Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2028 and 25% on March 1, 2029.

(5)These awards are scheduled to vest 75% on March 1, 2027 and 25% on March 1, 2028 based upon achievement of performance conditions for the 2024 PSUs.

(6)Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest 75% on March 1, 2027 and 25% on March 1, 2028.

(7)These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027 based upon achievement of performance conditions for the 2023 PSUs

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(8)These awards are scheduled to vest 75% on March 1, 2026 and 25% on March 1, 2027 based upon achievement of performance conditions for the 2023 PSUs.

(9)The Compensation Committee has certified that the achievement of the performance conditions for these awards has been met. The outstanding portion of these awards is scheduled to vest on March 1, 2026.

(10)Total includes DEUs that are subject to the same terms as the original grant. The outstanding portion of these awards is scheduled to vest on March 1, 2026.

(11)Total includes DEUs that are subject to the same terms as the original grant. These awards are scheduled to vest March 3, 2027.

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OPTION EXERCISES AND STOCK VESTED

The following table sets forth option exercises and stock vested for each of our NEOs as of the end of our 2025 fiscal year.

	Option Awards		Stock Awards(1)
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Mr. Abrams-Rivera	—	—	121,078	3,718,305
Mr. Maciel	—	—	60,274	1,851,015
Mr. Navio	—	—	33,858	1,039,779
Mr. Onell	—	—	56,431	1,732,996
Ms. Willis	—	—	—	—

(1)The following table provides details of the stock awards that vested and value realized:

Name	Grant Date	Vesting Date	Number of Shares	Stock Price on Vesting Date ($)(2)	Value Realized on Vesting ($)	Description
Mr. Abrams-	3/1/2021	3/1/2025	10,111	30.71	310,509	Shares underlying an award of PSUs, the remaining 25% vested
Rivera	3/1/2021	3/1/2025	8,118	30.71	249,304	Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested
	3/1/2022	3/1/2025	5,171	30.71	158,801	Shares underlying an award of PSUs, 100% of which vested
	3/1/2022	3/1/2025	23,268	30.71	714,560	Shares underlying an award of PSUs, of which 75% vested
	3/1/2022	3/1/2025	11,817	30.71	362,900	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	27,139	30.71	833,439	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	35,454	30.71	1,088,792	Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested
Mr. Maciel	3/1/2021	3/1/2025	4,044	30.71	124,191	Shares underlying an award of PSUs, the remaining 25% vested
	3/1/2021	3/1/2025	3,250	30.71	99,808	Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested
	3/1/2022	3/1/2025	2,586	30.71	79,416	Shares underlying an award of PSUs, 100% of which vested
	3/1/2022	3/1/2025	11,634	30.71	357,280	Shares underlying an award of PSUs, of which 75% vested
	3/1/2022	3/1/2025	5,908	30.71	181,435	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	15,129	30.71	464,612	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	17,723	30.71	544,273	Shares underlying an award of RSUs, including DEUs accrued, 75% of which vested
Mr. Navio	3/1/2021	3/1/2025	3,033	30.71	93,143	Shares underlying an award of PSUs, the remaining 25% vested
	3/1/2021	3/1/2025	2,435	30.71	74,779	Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested
	3/1/2022	3/1/2025	1,939	30.71	59,547	Shares underlying an award of PSUs, 100% of which vested
	3/1/2022	3/1/2025	8,726	30.71	267,975	Shares underlying an award of PSUs, of which 75% vested
	3/1/2022	3/1/2025	4,431	30.71	136,076	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	13,294	30.71	408,259	Shares underlying an award of RSUs, including DEUs accrued, of which 75% vested
Mr. Onell	3/1/2021	3/1/2025	4,044	30.71	124,191	Shares underlying an award of PSUs, the remaining 25% vested
	3/1/2021	3/1/2025	8,059	30.71	247,492	Shares underlying an award of RSUs, including DEUs accrued, the remaining 50% vested
	3/1/2021	3/1/2025	3,250	30.71	99,808	Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested
	3/1/2022	3/1/2025	1,784	30.71	54,787	Shares underlying an award of PSUs, 100% of which vested
	3/1/2022	3/1/2025	8,726	30.71	267,975	Shares underlying an award of PSUs, of which 75% vested
	3/1/2022	3/1/2025	4,075	30.71	125,143	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	13,199	30.71	405,341	Shares underlying an award of RSUs, including DEUs accrued, 100% of which vested
	3/1/2022	3/1/2025	13,294	30.71	408,259	Shares underlying an award of RSUs, including DEUs accrued, the remaining 25% vested

(2) Represents the closing price of Kraft Heinz common stock on the applicable vesting date.

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PENSION BENEFITS

None of our NEOs participate in any defined benefit pension arrangements.

NONQUALIFIED DEFERRED COMPENSATION

None of our NEOs participate in any nonqualified deferred compensation arrangements.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The table, footnotes, and narratives below reflect the assumption that a hypothetical termination of employment and/or change in control occurred on the last business day of our 2025 fiscal year.

Name	Element	Involuntary Termination without Cause(1) ($)	Termination upon Change in Control(2) ($)	Termination due to Death or Disability(3) ($)	Termination due to Retirement(4) ($)
Mr. Abrams-Rivera	Salary	2,200,000	2,200,000	—	—
	Bonus	—	6,600,000	1,520,310	1,520,310
	Intrinsic Value of Accelerated Equity	2,731,415	17,031,171	17,031,171	6,740,064
	Health and Wellness Benefits(5)	42,886	42,886	—	—
	Outplacement Assistance	4,000	4,000	—	—
	TOTAL	4,978,301	25,878,057	18,551,481	8,260,374
Mr. Maciel	Salary	1,087,500	1,087,500	—	—
	Bonus	—	2,175,000	725,000	725,000
	Intrinsic Value of Accelerated Equity	1,908,955	11,565,051	11,565,051	4,587,137
	Health and Wellness Benefits(5)	32,165	32,165	—	—
	Outplacement Assistance	4,000	4,000	—	—
	TOTAL	3,032,620	14,863,716	12,290,051	5,312,137
Mr. Navio	Salary	975,000	975,000	—	—
	Bonus	—	1,950,000	583,538	583,538
	Intrinsic Value of Accelerated Equity	1,158,985	8,787,277	8,787,277	2,945,887
	Health and Wellness Benefits(5)	32,165	32,165	—	—
	Outplacement Assistance	4,000	4,000	—	—
	TOTAL	2,170,150	11,748,442	9,370,815	3,529,425

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Name	Element	Involuntary Termination without Cause(1) ($)	Termination upon Change in Control(2) ($)	Termination due to Death or Disability(3) ($)	Termination due to Retirement(4) ($)
Mr. Onell	Salary	862,500	862,500	—	—
	Bonus	—	1,293,750	257,370	257,370
	Intrinsic Value of Accelerated Equity	1,048,305	5,737,824	5,737,824	2,534,784
	Health and Wellness Benefits(5)	32,165	32,165	—	—
	Outplacement Assistance	4,000	4,000	—	—
	TOTAL	1,946,970	7,930,239	5,995,194	2,792,154
Ms. Willis	Salary	930,000	930,000	—	—
	Bonus	—	1,395,000	483,600	483,600
	Intrinsic Value of Accelerated Equity	—	2,199,787	2,199,787	—
	Health and Wellness Benefits(5)	32,165	32,165	—	—
	Outplacement Assistance	4,000	4,000	—	—
	TOTAL	966,165	4,560,952	2,683,387	483,600

(1)As of the last day of our 2025 fiscal year, in the event of a termination by the Company other than for cause (as defined in the Severance Plan, which is described below), our Severance Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards or eligible equity awards in accordance with the applicable award agreement and plan, 24 months of base salary for the CEO and 18 months of base salary for senior executives, payable in a lump sum as soon as possible after termination, and Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for senior executives with a signed and not revoked release of claims who comply with any applicable post-employment obligations.

‒	2023 RSUs vest 50%; 2023 Matching RSUs vest 66.66%; 2023 PSUs vest 50%; 2024 RSUs vest 25%; Matching RSUs vest 33.33%; and
‒	2022 merit RSUs; 2022 merit PSUs; 2024 PSUs; 2025 RSUs (including Matching and Retention RSUs); and 2025 PSUs are forfeited.

Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $24.13, the closing price of Kraft Heinz common stock on December 27, 2025 (the last trading day of our fiscal year), and the exercise price of the options.

(2)As of the last day of our 2025 fiscal year, in the event of a qualifying termination during the change in control period (as defined in the CIC Plan), our CIC Plan generally provides for vesting (including acceleration of vesting) of outstanding equity awards in accordance with the applicable award agreement and plan and a payment equal to (i) 1.5 times the sum (for NEOs other than the CEO) and two times the sum (for the CEO) of annual rate of regular pay and target PBP bonus, payable in a lump sum as soon as possible after the change in control, (ii) a pro-rated PBP bonus for the year of termination at target level of achievement, payable at the same time as other performance bonuses are paid, and (iii) Company-paid COBRA for U.S.-based employees for the severance period and outplacement services, for NEOs (including the CEO) with a signed and not revoked release and restrictive covenant agreement.

‒  2021, 2022 merit RSUs; 2021, 2022 merit PSUs; 2022 RSUs; 2023, 2024, 2025 RSUs (including Matching RSUs); and 2022, 2023, 2024, 2025 PSUS fully vest.

Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $24.13, the closing price of Kraft Heinz common stock on December 27, 2025 (the last trading day of our fiscal year), and the exercise price of the options.

(3)As of the last day of our 2025 fiscal year, in the event of a death or disability:

‒ 2021, 2022 merit RSUs; 2021, 2022 merit PSUs; 2022 RSUs; 2023, 2024, 2025 RSUs (including Matching RSUs); and 2022, 2023, 2024, 2025 PSUS fully vest.

Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $24.13, the closing price of Kraft Heinz common stock on December 27, 2025 (the last trading day of our fiscal year), and the exercise price of the options.

(4)As of the last day of our 2025 fiscal year, in the event of a termination due to retirement:

‒	2022 merit RSUs; 2022 merit PSUs;2023 RSUs (including Matching RSUs); 2023 PSUs; and 2023, 2024 RSUs(including Matching RSUs) fully vest; and
‒	2024, 2025 PSUs; and 2025 RSUs (including Matching and Retention RSUs) are forfeited.

Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $24.13, the closing price of Kraft Heinz common stock on December 27, 2025 (the last trading day of our fiscal year), and the exercise price of the options.

(5)Amount reflects medical and dental benefit coverage continuation under COBRA, less the executive premium contribution.

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SEVERANCE PAY PLAN

We maintain the Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees (the “Severance Plan”). Under the Severance Plan, salaried employees, including the CEO and the other NEOs, who experience a qualifying termination will be eligible to receive severance payments and benefits as follows:

•Severance pay equal to 24 months of base salary for the CEO and 18 months of base salary for senior executives, as defined in the plan;

•Health and welfare benefits continued for 24 months following the qualifying termination for the CEO and 18 months following the qualifying termination for senior executives, as defined in the Severance Plan;

•Outplacement services to assist covered employees with their transition to new employment; and

•Vesting (including acceleration of vesting) of outstanding equity awards in accordance with the terms of the applicable award agreement and plan.

In order to receive severance payments and benefits under the Severance Plan, recipients must agree to a non-revocable release of claims and continued compliance with restrictive covenants, including non-competition and non-solicitation obligations.

CHANGE IN CONTROL SEVERANCE PLAN

For more information regarding the CIC Plan, see above under —Compensation Discussion and Analysis—Other Compensation Policies and Practices—Change in Control Severance Plan.

EQUITY AWARDS

The Compensation Committee approved the terms of award agreements for equity awards (options, PSUs, Matching RSUs, and RSUs) granted under the 2020 Omnibus Incentive Plan. For all awards issued under these agreements, the award recipient’s termination due to death or disability would result in such awards being fully vested and exercisable, in the case of PSUs to the extent the performance conditions had been satisfied.

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PAY RATIO DISCLOSURE

In accordance with SEC rules, we disclose the annual total compensation of Mr. Abrams-Rivera, our CEO for our 2025 fiscal year, and our median employee, as well as the ratio of the annual total compensation of Mr. Abrams-Rivera relative to the annual total compensation of our median employee. For our 2025 fiscal year: [pending median employee final Championship eligibility]

	Annual Total Compensation ($)	Pay Ratio Estimate
CEO	10,748,810	170:1
Our median employee	63,053

METHODOLOGY

Under SEC rules, we select a methodology for identifying our median employee most appropriate based on our size, organizational structure, and compensation plans, policies, and procedures using our best judgment. As permitted under SEC rules, we determined that there have not been any changes to our employee population and compensation arrangements from fiscal year 2025 that we believe would result in a significant change to our pay ratio disclosure. As a result, for 2025, we used the same median employee that was identified for fiscal year 2023 and 2024.

Our median employee as of December 1, 2023 was a full-time hourly U.S. factory employee. To identify our median employee, we examined 2023 base salaries plus target incentive bonuses for our employee population, excluding our Chief Executive Officer, as of December 1, 2023. We believe the use of base salaries plus target incentive bonus for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. In accordance with SEC rules, we include all full-time, part-time, temporary, and seasonal employees worldwide. We exclude independent contractors, student interns, and individuals who became employees as the result of acquisitions for the fiscal year in which the transaction became effective. In 2025, we did not have any employees omitted related to acquisitions.

We calculated annual total compensation in accordance with the disclosure rules and requirements for our NEOs under the Summary Compensation Table.

As SEC rules allow companies to adopt a variety of methodologies for identifying a median employee and calculating the pay ratio, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their individual employee populations and compensation practices, the pay ratio reported by other companies, including companies in our compensation peer group, may not be comparable to our pay ratio.

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PAY VERSUS PERFORMANCE DISCLOSURE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company. Unless the context requires otherwise, references to years below mean our fiscal years.

PAY VERSUS PERFORMANCE TABLE

					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table (SCT) Total for CEO(1) ($)	Compensation Actually Paid (CAP) to CEO(2) ($)	Average SCT Total for Non-CEO NEOs(3) ($)	Average CAP to Non-CEO NEOs(4) ($)	Total Shareholder Return (TSR)(5) ($)	Peer Group TSR(6) ($)	Net Income(7) ($ in millions)	Adjusted Operating Income(8) ($ in millions)
2025	10,748,810	6,953,641	5,386,817	3,605,899	86.97	$201.42	(5,848)	4,745
2024	8,999,384	4,758,413	4,021,616	3,099,815	104.46	$171.35	2,746	5,360
2023	11,359,250	8,155,888	6,765,828	5,379,052	120.16	$135.03	2,846	5,297
2022	7,098,246	11,036,341	5,609,580	9,451,924	126.55	$106.92	2,368	4,989
2021	8,605,599	6,901,200	6,259,577	7,248,556	105.08	$129.44	1,024	5,268

(1)The dollar amounts reported are the amounts of Total Compensation reported in the Summary Compensation Table for each corresponding fiscal year. Mr. Abrams-Rivera served as our CEO during 2024 and 2025 and Mr. Patricio served as our CEO during 2021, 2022, and 2023.

(2)The dollar amounts reported represent the amount of CAP calculated in accordance with SEC rules. The amounts do not reflect the actual amount of compensation earned by, or paid during, the applicable year. To calculate CAP, the following amounts were deducted from and added to Total Compensation reflected in the Summary Compensation Table:

RECONCILIATION OF SCT TOTAL FOR CEO TO CAP TO CEO:

CAP to CEO	2025	2024	2023	2022	2021
Summary Compensation Table (SCT) Total(i)	10,748,810	8,999,384	11,359,250	7,098,246	8,605,599
(Less), value of Stock Awards and Option Awards reported in SCT(ii)	8,102,609	6,533,365	6,264,792	2,875,162	3,743,976
Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iii)	6,213,320	5,388,537	6,295,041	3,026,056	3,558,241
Plus, fair value as of vesting date of equity awards granted and vested in the year(iv)	—	—	—	—	—
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(iii)	(2,396,704)	(3,116,715)	(730,077)	2,843,969	(4,612,721)
Plus (less), change in fair value from the prior year-end through the vesting date of equity awards granted in prior years that vested in the year(iii)	13,397	(384,603)	(2,503,534)	1,654,310	3,094,057
Less, prior year-end fair value for any equity awards forfeited in the year(iii)	—	—	—	(711,078)	—
Plus, value of dividends paid on unvested awards during applicable fiscal year prior to vesting(iv)	477,427	405,176	—	—	—
CAP to CEO(a)(b)(c)	6,953,641	4,758,413	8,155,888	11,036,341	6,901,200

(i)In 2024 and 2025 Mr. Abrams-Rivera did not receive a cash bonus other than his PBP payout reflected in Non-Equity Incentive Compensation. In 2021, 2022 and 2023, Mr. Patricio did not receive a cash bonus other than his PBP payout reflected in Non-Equity Incentive Compensation.

(ii)Deductions include the total grant date fair value of awards as reported in the Summary Compensation Table for each applicable fiscal year.

(iii)Additions include the aggregate sum of: increase by fair value of awards granted during the applicable year that remain unvested as of the applicable fiscal year end, determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding unvested prior year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the prior fiscal year end; increase or decrease by the change in fair value of prior fiscal awards that vested during the applicable year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the prior year awards as of the prior fiscal year end that were forfeited during the applicable year; increase by the amount of dividends paid on unvested awards during the applicable year prior to the vesting date; increase by incremental fair value of stock options modified during the applicable year.

(iv)In 2021, 2022 and 2023 dividends were included in the All Other Compensation column of the Summary Compensation Table.

(v)In 2021, 2022, 2023, 2024, and 2025 we did not grant any awards that vested in the same year they were granted.

(vi)In 2019, Mr. Patricio was granted new hire awards of PSUs and RSUs in the aggregate amount of $35 million, conditioned on his investment of $20 million to purchase shares of the Company stock, with a four-year holding requirement. He was not eligible to receive additional equity awards in 2020, 2021, and 2022, other than matching RSUs that may be granted to Mr. Patricio through his participation in our Bonus Investment Plan.

(vii)Mr. Patricio was also granted a new hire award of PSUs based on the achievement of certain Company stock price targets. As of fiscal year-end 2022, the target had not been met.

(viii)In 2023, Mr. Patricio became eligible to receive equity awards.

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(3)The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding our CEO) under Total Compensation column of the Summary Compensation Table in each applicable year. Our non-CEO NEOs included for purposes of calculating the average amounts in each applicable year:

‒	2025: Mr. Maciel, Mr. Navio, Mr. Onell, and Ms. Willis;
‒	2024: Mr. Maciel, Mr. Lima, Mr. Navio, Mr. Onell, and Ms. La Lande;
‒	2023: Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira;
‒	2022: Mr. Basilio, Mr. Maciel, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira; and
‒	2021: Mr. Basilio, Mr. Abrams-Rivera, Ms. La Lande, and Mr. Oliveira.

Mr. Oliveira’s compensation was paid in British pounds (£). The amounts used for the NEO Average SCT Total Compensation for Other NEOs are based on the 12-month average exchange rate for the calendar year as reported in the Summary Compensation Table for the applicable year. For Mr. Oliveira, the applicable exchange rates were $1 to £0.80 for 2023, $1 to £0.85 for 2022, and $1 to £0.73 for 2021.

(4)The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable fiscal year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the CAP, using the same methodology described above in Note 2. To calculate the CAP, the following amounts were deducted from and added to the Summary Compensation Table total compensation:

RECONCILIATION OF AVERAGE SCT FOR NON-CEO NEOS TO AVERAGE CAP TO NON-CEO NEOS:

CAP to Non-CEO NEOs	2025	2024	2023	2022	2021
Summary Compensation Table (SCT) Total(i)(ii)	5,386,817	4,021,616	6,765,828	5,609,580	6,259,577
Less, value of Stock Awards and Option Awards reported in SCT(iii)	3,159,891	1,351,927	3,057,950	2,479,584	1,902,553
Plus, year-end fair value of outstanding and unvested equity awards granted in the year(iv)	2,526,307	1,867,990	3,127,635	2,666,378	1,616,112
Plus, fair value as of vesting date of equity awards granted and vested in the year(v)	—	—	—	—	—
Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(iv)	(1,129,190)	(1,478,651)	(681,776)	3,238,765	712,113
Plus (less) change in fair value from the prior year-end through the vesting date of equity awards granted in prior years that vested in the year(iv)	(212,944)	(124,758)	(774,685)	416,784	619,857
Less, prior year-end fair value for any equity awards forfeited in the year(iv)	—	—	—	—	(56,550)
Plus, value of dividends paid on unvested awards during applicable fiscal year prior to vesting(v)	194,799	165,545	—	—	—
CAP to Non-CEO NEOs(a)(b)(c)	3,605,899	3,099,815	5,379,052	9,451,924	7,248,556

(i)In 2020, the summary compensation table average is impacted by new hire bonuses and new hire awards.

(ii)In 2021, 2022, and 2023, no non-CEO NEOs received a cash bonus other than their PBP payout reflected in Non-Equity Incentive Compensation. In 2024, Mr. Navio received the third and final installment of a cash bonus in connection with his elevation to Business Unit President, U.S. Zone in January 2022.

(iii)Deductions include the total grant date fair value of awards as reported in the Summary Compensation Table for each applicable year.

(iv)Additions include the aggregate sum of: increase by fair value of awards granted during the applicable fiscal year that remain unvested as of the applicable fiscal year end, determined at the applicable fiscal year end; increase or decrease by change in fair value of outstanding unvested prior fiscal year awards that remain unvested at the applicable fiscal year end as compared to the fair value as of the prior fiscal year end; increase or decrease by the change in fair value of prior fiscal year awards that vested during the applicable fiscal year as of the vesting date as compared to the fair value as of the prior fiscal year end; deduction of fair value of the prior fiscal year awards as of the prior fiscal year end that were forfeited during the applicable fiscal year; increase by the amount of dividends paid on unvested awards during the applicable fiscal year prior to the vesting date; increase by incremental fair value of Options modified during the applicable fiscal year.

(v)In 2021, 2022 and 2023 dividends were included in All Other Compensation in the Summary Compensation Table.

(vi)In 2021, 2022, 2023 2024 and 2025 we did not grant any awards that vested in the same year they were granted.

(a)For the valuation of stock options, we used the Hull-White I lattice model, under which vested options are expected to be exercised once the stock-to-strike ratio has been achieved, based on a settlement assumption that was derived from the grant-date valuation of the options. All other assumptions were estimated using the same methodology as used to determine the grant date fair value of the options, as disclosed in our 2025 Annual Report.

(b)The estimated fair values of the Company’s unvested relative TSR PSU awards were valued using a Monte Carlo simulation as of each relevant measurement date for fiscal years 2022 to 2025.

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(c)The Non-dividend Protected PSU fair value was estimated by discounting the fair value of the PSUs based on the dividend yield. Dividend yield was estimated using the quarterly dividend divided by the three-month average stock price, annualized and continuously compounded. The grant date fair value of PSUs is amortized to expense on a straight-line basis over the requisite service period for each separately vesting portion of the awards. We adjust the expense based on the likelihood of future achievement of performance metrics.

(5)Based on an initial fixed investment of $100 on December 26, 2020, the last day of our 2020 fiscal year.

(6)Represents the S&P Consumer Staples Food and Soft Drink Products, which we consider to be our peer group under Regulation S-K Item 201(e), as presented in our 2025 Annual Report. Based on an initial fixed investment of $100 on December 24, 2020, the last day of our 2020 fiscal year. TSR is weighted according to each peer company’s stock market capitalization at the beginning of each period for which a return is indicated.

(7)The dollar amounts reported represent the amount of net income reflected in the Company’s financial statements for the applicable year.

(8)Our Company selected measure selected was PBP Adjusted Operating Income, our highest weighted measure. Our 2025 financial metrics are defined above under —Compensation Discussion and Analysis —2024 Executive Compensation Program—Annual Cash-Based Performance Bonus Plan (PBP)—Financial Measure.

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LIST OF FINANCIAL PERFORMANCE MEASURES

The following represent the most important metrics we used to determine CAP for 2025, as further detailed in the Compensation Discussion and Analysis in this Proxy Statement:

•Adjusted Operating Income

•PBP Adjusted Operating Income

•PBP Organic Net Sales

•PBP Free Cash Flow conversion