Kraft Heinz (KHC) Risk Factor Changes

We are subject to income and other taxes in the United States and in numerous foreign jurisdictions.

Inflationary pressures, shortages in the labor market, increased employee turnover, and changes in the availability of our workers could increase labor costs, which could have a material adverse effect on our consolid…

We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic and financial information, to manage a variety of business processes and activities, and to co…

We are significantly dependent on information technology, and we may be unable to protect our information systems against

We depend on the skills, working relationships, and continued services of key personnel, including our experienced management team.

Unanticipated business disruptions and natural events in the locations in which we or our customers, suppliers, distributors,

Escalation of geopolitical tensions related to military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, supply chain disruptions, changes in consumer…

In November 2023, the Board authorized the Company to repurchase up to $3.0 billion, exclusive of fees, of our outstanding common stock through December 26, 2026.

Our borrowing costs can be affected by short and long-term credit ratings assigned by rating organizations.

consumer protection and product liability, commercial disputes, trade and export controls, anti-trust, data privacy, labor and employment, workplace health and safety, forced labor, and tax.

In 2025, we experienced increased inflationary pressures in our supply chain costs compared to the prior year period, due in part to the tariff and trade policy actions taken by the United States and foreign governmen…

We purchase and use large quantities of commodities, including dairy products, meat products, sugar and other sweeteners, coffee, tomato products, soybean and vegetable oils, eggs, other fruits and vegetables, and whe…

We derive a substantial portion of our net sales from international markets.

Reporting units and brands that have 20% or less excess fair value over carrying amount as of the 2025 annual impairment test performed as of June 29, 2025 had an aggregate carrying value of $37.2 billion as of the da…

As of December 27, 2025, we maintain 10 reporting units globally, six of which comprise our goodwill balance.

unsecured revolving credit facility (the “Senior Credit Facility”) to maintain a minimum shareholders’ equity balance (excluding accumulated other comprehensive income/(losses)).

As of January 16, 2026, Berkshire Hathaway Inc.

We have evaluated and implemented a number of strategic initiatives with the intention of enabling us to reduce costs, improve productivity, and improve our competitiveness.

We may be unable to realize the anticipated benefits from prior or future initiatives to reduce fixed costs, simplify or improve processes, or improve our competitiveness.

litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations.

To the extent we undertake acquisitions, alliances, joint ventures, or investments we may face difficulties integrating, or be unable to integrate, the new business operations within our current sourcing, distribution…

From time to time, we have evaluated and may continue to evaluate acquisition candidates, divestiture opportunities, alliances, joint ventures, or investments that may strategically fit our business objectives.

Finally, we might face increasing scrutiny from the media, stockholders, activists, customers, enforcement authorities and other stakeholders who have conflicting views on climate change and other sustainability-relat…

Additionally, there is a heightened focus by foreign, federal, state, and local regulatory and legislative bodies regarding environmental policies relating to a changing environment, including as a result of climate c…

The gradual increase in global average temperatures is projected to contribute to significant changes in weather patterns in the regions where we and our suppliers operate, including an increase in the frequency and s…

Changes in environmental conditions and responsive legislation or regulation may have a long-term adverse impact on our business and results of operations.

product liability or other legal judgment or a related regulatory enforcement action against us, or a significant product recall, may materially and adversely affect our reputation and profitability.

We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation.

In addition, technology-based systems, which give consumers the ability to shop through e-commerce websites and mobile commerce applications, are also significantly altering the retail landscape in many of our markets.

We must distinguish between short-term trends and long-term changes in consumer preferences.

We may need to reduce our prices, or be restricted or delayed in our ability to increase prices, in response to competitive, customer, consumer, regulatory, or macroeconomic pressures, including pressures related to p…

Form 10-K, any of the risks and uncertainties described below could materially adversely affect our business, financial condition, and results of operations and should be considered when evaluating Kraft Heinz.

majority of our operations, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us.

current capability to detect certain vulnerabilities, which may allow those vulnerabilities to persist in our systems over long periods of time.

In November 2023, the Board authorized the Company to repurchase up to $3.0 billion, exclusive of fees, of our outstanding common stock through December 26, 2026.

Kraft Heinz and Berkshire Hathaway are party to a registration rights agreement requiring us to register for resale under the Securities Act all registrable shares held by Berkshire Hathaway, which represents all shar…

in, us being subject to regulations, fines, lawsuits, or taxes, or may cause us to change the way in which we operate which could adversely impact our profitability, financial condition, or operating results.

We purchase and use large quantities of commodities, including dairy products, meat products, tomato products, sugar and other sweeteners, soybean and vegetable oils, coffee beans, wheat and processed grains, eggs, an…

Our indefinite-lived brands with 10% or less fair value over carrying amount, comprised entirely of brands that were impaired within 2024, resulting in zero excess fair value over carrying amount, had an aggregate car…

Reporting units with 10% or less fair value over carrying amount, including reporting units that were impaired as part of the 2024 annual impairment test, resulting in zero excess fair value over carrying value, had a…

Additionally, forced labor concerns have rapidly become a global area of interest, and have resulted in, and are expected to continue to result in, new regulations in the markets in which we operate.

We plan to continue to conduct strategic initiatives in various markets.

We may not be able to successfully execute our strategic initiatives.

requirements, we may still be subject to significant penalties if such laws and regulations are interpreted and applied in a manner inconsistent with our practices.

Global average temperatures are gradually increasing due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere, which is projected to contribute to significant changes in weather pa…

developments in these changing landscapes, we may be disadvantaged in key channels and with certain consumers, which could materially and adversely affect our product sales, financial condition, and operating results.

Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance may have a corresponding adverse effect on us, which could be material.

securities and other investments.

service interruption, misappropriation of data, or breaches of security.

or regulators operate could adversely affect our ability to provide products to our customers or our results of operations.

holdback and suspension periods, the registrable shares are not subject to a “lock-up” or similar restriction under the registration rights agreement.

Kraft Heinz and Berkshire Hathaway are party to a registration rights agreement requiring us to register for resale under the Securities Act all registrable shares held by Berkshire Hathaway, which represents all shar…

As a large, global food and beverage company, we operate in a highly regulated environment with constantly evolving legal and regulatory frameworks.

we are paid in a different currency.

Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our senior

We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products.

channels, and could adversely affect our results of operations and financial condition.

We may not successfully complete any planned strategic initiatives, including achieving any previously announced productivity efficiencies and financial targets, any new business may not be profitable or meet our expe…

The Company cannot predict the effect of the Separation on the trading price of shares of its common stock, and the market value of shares of its common stock may be less than, equal to or greater than the market valu…

Following the Separation, the price of shares of the Company’s common stock may fluctuate significantly.

Notwithstanding that we intend to structure the Separation to generally be a tax-free transaction, there is no assurance that the spin-off and/or certain related transactions will qualify for this treatment.

If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S.

Our primary sources of liquidity to finance operations, including stock repurchases and dividends on our common stock, is cash generated by our businesses and access to the debt capital markets.

•Although we expect to maintain investment grade ratings, resulting in downgrades of our credit ratings leading to increased borrowing costs to the Company.

•Increasing the borrowing costs associated with the re-allocation or taking on of new debt.

•Exposing us to interest rate risk at the time of refinancing outstanding debt or on the portion of our debt obligations that are issued at variable rates.

reduce funds we have available for other purposes.

•Requiring us to dedicate significant cash flow to our debt, including, without limitation, the payment of principal and interest, payment of costs associated with the refinancing, repayment, redemption, repurchase, d…

The Separation may have the effect of, among other things:

The Separation if completed, may adversely impact our ability to access the capital markets and our cost of capital.

We may not realize the anticipated strategic, financial, operational, or other benefits from the Separation if completed.

The Separation if completed, may not achieve the anticipated benefits and will expose us to new risks.

Any of the above factors could cause the Separation (or the failure to execute the Separation) to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

•The announcement of the Separation, and any changes regarding the timing of the Separation, may create greater volatility in the trading price of our shares and potentially cause market prices to decline.

•We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.

•Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.

•The assumptions underlying expectations regarding the integration process, including with respect to the Separation may prove to be faulty and/or inaccurate.

•We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Separation and following completion of the Separation, which could harm our businesses.

•Executing the Separation will require significant time and attention from our senior management and employees, which may divert management’s attention from operating and growing our business and could adversely affec…

•The process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed, and pausing efforts…

Whether or not we complete the Separation, our ongoing business may be adversely affected and we may be subject to certain risks and consequences if we pursue the Separation, including the following:

The Separation is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, regulatory and political conditions and competitive conditions of our markets, t…

Commission.

On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off.

The Separation is subject to various risks and uncertainties, involves significant time, expense, and resources and may be further delayed or we may decide to cease work related to the Separation entirely.

We may also suffer losses if our products or operations violate applicable laws or regulations or if our products cause injury, illness, or death.

categories or platforms, or if we do not rapidly develop products in faster-growing or more profitable categories, demand for our products could decrease, which could materially and adversely affect our product sales,…

Our business is subject to various risks and uncertainties.