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Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-17 · 90 added, 181 removed, 164 unchanged (62% of the section changed)

24 unchanged sentences

Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, Business , of this report and under the headings Proposal 1.

Election of Directors, Corporate Governance and Board Matters—Codes of Conduct , Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports , Board Committees and Membership—Committee Structure and Membership , and Other Information—Stockholder Proposals in our definitive Proxy Statement for our Annual Meeting of Stockholders scheduled to be held on May 5, 2022 (“2022 Proxy Statement”).

Election of Directors, Corporate Governance and Board Matters—Codes of Conduct , Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports , Board Committees and Membership—Committee Structure and Membership , and Other Information—Stockholder Proposals in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on May 4, 2023 (“2023 Proxy Statement”).

This information is incorporated by reference into this Annual Report on Form 10-K.

Executive Compensation.

Information required by this Item 11 is included under the headings Board Committees and Membership—Compensation Committee—Compensation Committee Interlocks and Insider Participation , Director Compensation , Compensation Discussion and Analysis , Executive Compensation Tables , and Pay Ratio Disclosure in our 2022 Proxy Statement.

Information required by this Item 11 is included under the headings Board Committees and Membership—Human Capital and Compensation Committee—Compensation Committee Interlocks and Insider Participation , Director Compensation , Compensation Discussion and Analysis , Executive Compensation Tables , and Pay Ratio Disclosure in our 2023 Proxy Statement.

This information is incorporated by reference into this Annual Report on Form 10-K.

11 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence.

Information required by this Item 13 is included under the heading Corporate Governance and Board Matters—Related Person Transactions in our 2022 Proxy Statement.

Information required by this Item 13 is included under the headings Corporate Governance and Board Matters—Independence and Corporate Governance and Board Matters—Related Person Transactions in our 2023 Proxy Statement.

This information is incorporated by reference into this Annual Report on Form 10-K.

19 unchanged sentences

(incorporated by reference to Exhibit 2.1 of Amendment No.

1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No.

333-184314), filed on October 26, 2012).

2.2 Canadian Asset Transfer Agreement, dated September 29, 2012, between Mondelez Canada Inc.

and Kraft Canada Inc.

(incorporated by reference to Exhibit 2.2 of Amendment No.

2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No.

333-184314), filed on December 4, 2012).

1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4, filed on October 26, 2012).

2.2 Master Ownership and License Agreement Regarding Patents, Trade Secrets and Related Intellectual Property, effective October 1, 2012, between Kraft Foods Global Brands LLC, Kraft Foods Group Brands LLC, Kraft Foods UK Ltd., and Kraft Foods R&D Inc.

(incorporated by reference to Exhibit 2.3 of Amendment No.

2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No.

333-184314), filed on December 4, 2012).

2.4 Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, dated September 27, 2012, between Kraft Foods Global Brands LLC and Kraft Foods Group Brands LLC.

(incorporated by reference to Exhibit 2.4 of Amendment No.

2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No.

333-184314), filed on December 4, 2012).

2.5 Agreement and Plan of Merger, dated March 24, 2015, among H.J.

Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC, and Kraft Foods Group, Inc.

(incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (File No.

333-203364), filed on April 10, 2015).

2.6 First Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, effective July 15, 2013, between Intercontinental Great Brands LLC and GroceryCo IPCo Foods Group Brands LLC (incorporated by reference to Exhibit 2.2 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2015 (File No.

001-35491), filed on April 28, 2015).

2.7 Second Amendment to the Master Ownership and License Agreement Regarding Trademarks and Related Intellectual Property, effective October 1, 2014, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.3 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2015 (File No.

001-35491), filed on April 28, 2015).

2.8 Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual Property, effective September 28, 2016, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2017 (File No.

001-37482), filed on August 4, 2017).

2.9 Addendum to Master Ownership and License Agreement Regarding Patents, Trade Secrets, and Related Intellectual Property, dated May 9, 2017, between Intercontinental Great Brands LLC, Mondelēz UK LTD, Kraft Foods R&D Inc., and Kraft Foods Group Brands LLC (incorporated by reference to Exhibit 2.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2017 (File No.

001-37482), filed on August 4, 2017).

2.10 Further Amendment to the Master Ownership and License Agreement regarding Trademarks and Related Intellectual Property, effective September 28, 2018, between Kraft Foods Group Brands LLC and Intercontinental Great Brands LLC (incorporated by reference to Exhibit 2.10 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (File No.

001-37482), filed on February 14, 2020).

2 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4, filed on December 4, 2012).

3.1 Second Amended and Restated Certificate of Incorporation of H.J.

Heinz Holding Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 2, 2015).

3.2 Amended and Restated By-Laws of The Kraft Heinz Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on October 27, 2017).

3.3 Certificate of Retirement of Series A Preferred Stock of The Kraft Heinz Company, dated June 7, 2016 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on June 7, 2016).

Heinz Holding Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K , filed on July 2, 2015).

3.2 Amended and Restated By-Laws of The Kraft Heinz Company, effective November 3, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K , filed on November 7, 2022).

4.1 Amended and Restated Registration Rights Agreement, dated July 2, 2015, among The Kraft Heinz Company, 3G Global Food Holdings LP, and Berkshire Hathaway Inc.

(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 2, 2015).

(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K , filed on July 2, 2015).

4.2 Indenture, dated July 1, 2015, among H.

Heinz Company, as issuer, H.J.

Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K , filed on July 6, 2015).

4.3 First Supplemental Indenture, dated July 1, 2015, relating to the 2.000% Senior Notes due 2023, among H.

Heinz Company, as issuer, H.J.

Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

4.4 Second Supplemental Indenture, dated July 1, 2015, relating to the 4.125% Senior Notes due 2027, among H.

Heinz Company, as issuer, H.J.

Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

Heinz Holding Corporation, as guarantor, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K , filed on July 6, 2015).

4.5 Third Supplemental Indenture, dated July 2, 2015, relating to the 1.60% Senior Notes due 2017, 2.00% Senior Notes due 2018, 2.80% Senior Notes due 2020, 3.50% Senior Notes due 2022, 3.95% Senior Notes due 2025, 5.00% Senior Notes due 2035, and 5.20% Senior Notes due 2045, among H.

Heinz Company, as issuer, H.J.

Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

Heinz Holding Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K , filed on July 6, 2015).

4.6 Indenture, dated June 4, 2012, between Kraft Foods Group, Inc.

and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.4 of Amendment No.

3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No.

001-35491), filed on June 21, 2012).

3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 , filed on June 21, 2012).

4.7 Supplemental Indenture No.

1, dated June 4, 2012, relating to the 1.625% Notes due 2015, 2.250% Notes due 2017, 3.500% Notes due 2022, and 5.000% Notes due 2042, among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.5 of Amendment No.

3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No.

001-35491), filed on June 21, 2012).

3 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 , filed on June 21, 2012).

4.8 Supplemental Indenture No.

2, dated July 18, 2012, relating to the 6.125% Senior Notes due 2018, 5.375% Senior Notes due 2020, 6.875% Senior Notes due 2039, and 6.500% Senior Notes due 2040, among Kraft Foods Group, Inc., Kraft Foods Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.27 of Amendment No.

5 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 (File No.

001-35491), filed on August 6, 2012).

5 to Kraft Foods Group, Inc.’s Registration Statement on Form 10 , filed on August 6, 2012).

4.9 Supplemental Indenture No.

3, dated July 2, 2015, among Kraft Foods Group, Inc., as issuer, Kite Merger Sub LLC, H.J.

Heinz Holding Corporation, as parent guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.17 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

Heinz Holding Corporation, as parent guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.17 of the Company’s Current Report on Form 8-K , filed on July 6, 2015).

4.10 Third Supplemental Indenture, dated July 2, 2015, relating to the 6.75% Debentures due 2032 and 7.125% Debentures due 2039, among H.J.

Heinz Holding Corporation, H.

Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

4.11 Third Supplemental Indenture, dated July 2, 2015, relating to the 6.375% Debentures due 2028, among H.J.

Heinz Holding Corporation, H.

Heinz Company, and The Bank of New York Mellon, as successor trustee to Bank One, National Association (incorporated by reference to Exhibit 4.19 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

4.12 Indenture, dated July 6, 2001, among H.

1 unchanged sentence

Heinz Company, as guarantor, and Bank One, National Association, as trustee (incorporated herein by reference to Exhibit 4(c) of H.

Heinz Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2002 (File No.

001-03385), filed on July 30, 2002).

Heinz Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2002 , filed on July 30, 2002).

4.13 Indenture, dated July 15, 2008, among H.J.

Heinz Company and Union Bank of California, N.A., as trustee (incorporated herein by reference to Exhibit 4(d) of H.

Heinz Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2009 (File No.

001-03385), filed on June 17, 2009).

Heinz Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2009 , filed on June 17, 2009).

4.14 First Supplemental Indenture, dated July 2, 2015, relating to the 2.00% Notes due September 2016, 1.50% Notes due March 2017, 3.125% Notes due September 2021 and 2.85% Notes due March 2022, among H.J.

Heinz Holding Corporation, H.

Heinz Company, and MUFG Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020 (File No.

001-37482), filed on February 17, 2021).

Heinz Company, and MUFG Union Bank, N.A., as trustee (incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020 , filed on February 17, 2021).

4.15 Supplemental Indenture No.

4, dated November 11, 2015, relating to the 2.250% Notes due 2017, 6.125% Notes due 2018, 5.375% Notes due 2020, 3.500% Notes due 2022, 6.875% Notes due 2039, 6.500% Notes due 2040, and 5.000% Notes due 2042, between Kraft Heinz Foods Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.21 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (File No.

001-37482), filed on March 3, 2016).

4.16 Indenture, dated July 15, 1992, between H.

Heinz Company and The First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4(a) of H.

Heinz Company’s Registration Statement on Form S-3 (File No.

333-48017), filed on March 16, 1998).

4.17 Fourth Supplemental Indenture, dated May 24, 2016, relating to the 3.000% Senior Notes due 2026 and 4.375% Senior Notes due 2046, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on May 25, 2016).

Heinz Company’s Registration Statement on Form S-3 , filed on March 16, 1998).

4.18 Form of 3.000% Senior Notes due 2026 and 4.375% Senior Notes due 2046 (included in Exhibit 4.17).

4.19 Fifth Supplemental Indenture, dated May 25, 2016, relating to the 1.500% Senior Notes due 2024 and 2.250% Senior Notes due 2028, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and transfer agent (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on May 25, 2016).

4.20 Form of 1.500% Senior Notes due 2024 and 2.250% Senior Notes due 2028 (included in Exhibit 4.19).

4.21 Sixth Supplemental Indenture, dated August 10, 2017, relating to the Floating Rate Senior Notes due 2019, Floating Rate Senior Notes due 2021, and Floating Rate Senior Notes due 2022, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, paying agent, security registrar, and calculation agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on August 10, 2017).

4.22 Form of Floating Rate Senior Notes due 2019, Floating Rate Senior Notes due 2021, and Floating Rate Senior Notes due 2022 (included in Exhibit 4.21).

4.23 Seventh Supplemental Indenture, dated June 15, 2018, relating to the 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on June 15, 2018).

4.24 Form of 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029 (included in Exhibit 4.23).

4.25 Description of Kraft Heinz Securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).

4.26 Eighth Supplemental Indenture, dated September 25, 2019, relating to the 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on September 25, 2019).

4.27 Form of 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049 (included in Exhibit 4.26).

4.28 Registration Rights Agreement, dated September 25, 2019, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, as representatives of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on September 25, 2019).

4.29 Ninth Supplemental Indenture, dated May 18, 2020, relating to the 3.875% Senior Notes due 2027, 4.250% Senior Notes due 2031, and 5.500% Senior Notes due 2050, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on May 18, 2020).

4.30 Form of 3.875% Senior Notes due 2027, 4.250% Senior Notes due 2031, and 5.500% Senior Notes due 2050 (included in Exhibit 4.29).

4.31 Registration Rights Agreement, dated May 18, 2020, among Kraft Heinz Foods Company, The Kraft Heinz Company, as guarantor, and J.P.

Morgan Securities LLC, as representative of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on May 18, 2020).

Morgan Securities LLC, as representative of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K , filed on May 18, 2020).

10.1 Tax Sharing and Indemnity Agreement, dated September 27, 2012, between Kraft Foods Inc.

1 unchanged sentence

(incorporated by reference to Exhibit 10.3 of Amendment No.

1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 (File No.

333-184314), filed on October 26, 2012).

10.2 Form of Kraft Foods Group, Inc.

2012 Performance Incentive Plan Global Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 (File No.

001-35491), filed on May 2, 2014).+

1 to Kraft Foods Group, Inc.’s Registration Statement on Form S-4 , filed on October 26, 2012).

10.2 Kraft Foods Group, Inc.

2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 , filed on September 12, 2012).

10.3 Form of Kraft Foods Group, Inc.

2012 Performance Incentive Plan Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 of Kraft Foods Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 29, 2014 (File No.

001-35491) filed on May 2, 2014).+

Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of Amendment No.

Heinz Holding Corporation’s Registration Statement on Form S-4 (File No.

333-203364), filed on May 29, 2015).+

Heinz Holding Corporation’s Registration Statement on Form S-4 , filed on May 29, 2015).+

10.5 Amendments to the H.

Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2016 (File No.

001-37482), filed on March 3, 2016).+

Heinz Holding Corporation 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2016 , filed on March 3, 2016).+

10.6 Form of H.J.

Heinz Holding Corporation 2013 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of Amendment No.

Heinz Holding Corporation’s Registration Statement on Form S-4 (File No.

333-203364), filed on May 29, 2015).+

10.7 Kraft Foods Group, Inc.

Deferred Compensation Plan for Non-Management Directors (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No.

333-183867) filed on September 12, 2012).+

Heinz Holding Corporation’s Registration Statement on Form S-4 , filed on May 29, 2015).+

10.7 Kraft Foods Group, Inc.

2012 Performance Incentive Plan (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 (File No.

333-183868) filed on September 12, 2012).

Deferred Compensation Plan for Non-Management Directors (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 , filed on September 12, 2012).+

10.8 Settlement Agreement, dated June 22, 2015, between Mondelez International Inc.

and Kraft Foods Group, Inc.

(incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Current Report on Form 8-K (File No.

001-35491), filed on June 24, 2015).

10.10 Subscription Agreement, dated June 30, 2015, among 3G Global Food Holdings LP, Berkshire Hathaway Inc., and H.J.

Heinz Holding Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 2, 2015).

10.11 Credit Agreement, dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the initial lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on July 6, 2015).

10.12 First Amendment, dated May 4, 2016, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, as a borrower and a guarantor, the banks, financial institutions and other institutional lenders party thereto, the issuing banks, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Europe Limited, as London agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on May 6, 2016).

10.13 The Kraft Heinz Company 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2016 (File No.

001-37482), filed on May 5, 2016).+

10.14 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).+

10.15 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).+

10.16 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).+

10.17 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2017), as amended and restated (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).+

10.18 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2018), as amended and restated (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (File No.

001-37482), filed on June 7, 2019).+

10.19 Second Amendment, dated June 15, 2018, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on June 15, 2018).

10.20 Offer of Employment Letter, dated July 1, 2019, between The Kraft Heinz Company and Miguel Patricio (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2019 (File No.

001-37482), filed on August 13, 2019).+

10.21 Offer of Continued Employment Letter, dated September 6, 2019, between The Kraft Heinz Company and George Zoghbi (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No.

001-37482), filed on October 31, 2019).+

10.22 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Agreement, as amended and restated (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No.

001-37482), filed on October 31, 2019).+

10.23 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No.

001-37482), filed on October 31, 2019).+

10.24 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice (2019), as amended and restated (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 (File No.

001-37482), filed on October 31, 2019).+

10.25 Letter Agreement, dated March 23, 2020, relating to the extension of the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, JPMorgan Chase Bank, N.A., as administrative agent, and the revolving lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on March 24, 2020).

(incorporated by reference to Exhibit 10.1 of Kraft Foods Group, Inc.’s Current Report on Form 8-K , filed on June 24, 2015).

10.9 Credit Agreement, dated July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the initial lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K , filed on July 8, 2022).

10.10 The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees, effective January 1, 2023.+*

10.11 The Kraft Heinz Company Change in Control Severance Plan, effective January 1, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K , filed on December 9, 2022).+

10.12 The Kraft Heinz Company 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2016 , filed on May 5, 2016).+

10.13 Amendment to the Company’s 2016 Omnibus Incentive Plan, effective January 1, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K , filed on December 9, 2022).+

10.14 2018 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, filed on June 7, 2019).+

10.15 2018 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018, filed on June 7, 2019).+

10.16 2018 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 , filed on June 7, 2019).+

10.17 2019 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Non-Qualified Stock Option Agreement, as amended and restated (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 , filed on October 31, 2019).+

10.18 2019 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Restricted Stock Unit Award Agreement, as amended and restated (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 , filed on October 31, 2019).+

10.19 2019 Form of The Kraft Heinz Company 2016 Omnibus Incentive Plan Performance Share Award Notice , as amended and restated (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 28, 2019 , filed on October 31, 2019).+

10.20 The Kraft Heinz Company 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 (File No.

333-238073), filed on May 7, 2020).+

10.27 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.28 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.29 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (Bands) (incorporated by reference to Exhibit 10.

4 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.30 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.31 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Bands B02-B09 (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.32 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.33 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.

8 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 (File No.

001-37482), filed on August 4, 2021).+

10.34 Commitment Increase Amendment, dated October 9, 2020, to the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Europe Limited, as London agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on October 13, 2020).

10.35 Letter Agreement, dated April 9, 2021, relating to the extension of the Credit Agreement dated July 6, 2015, among The Kraft Heinz Company, Kraft Heinz Foods Company, the banks, financial institutions, and other institutional lenders party thereto, the issuing banks, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.

Morgan Europe Limited, as London agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No.

001-37482), filed on April 12, 2021).

10.21 Amendment to the Company’s 2020 Omnibus Incentive Plan, effective January 1, 2023 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K , filed on December 9, 2022).+

10.22 2020 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020, filed on July 31, 2020).+

10.23 2020 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020, filed on July 31, 2020).+

10.24 2020 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020, filed on July 31, 2020).+

10.25 2020 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Bands B02-B09 (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020, filed on July 31, 2020).+

10.26 2020 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2020, filed on July 31, 2020).+

10.27 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 , filed on August 4, 2021).+

10.28 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021, filed on August 4, 2021).+

10.29 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (Bands) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 202 1 , filed on August 4, 2021).+

10.30 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 , filed on August 4, 2021).+

10.31 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Bands B02-B09 (incorporated by reference to Exhibit 10.6 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 , filed on August 4, 2021).+

10.32 2021/2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021 , filed on August 4, 2021).+

10.33 2021 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 26, 2021, filed on August 4, 2021).+

10.34 2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2022, filed on April 28, 2022).+

10.35 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement.+*

10.36 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice.+*

10.37 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement.+*

10.38 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement.+*

21.1 List of subsidiaries of The Kraft Heinz Company.*

18 unchanged sentences

February 16, 2023

/s/ Paulo Basilio

Paulo Basilio

/s/ Andre Maciel

Executive Vice President and Global Chief Financial Officer

2 unchanged sentences

Signature Title Date

/s/ Miguel Patricio Chief Executive Officer and Director February 17, 2022

/s/ Miguel Patricio Chief Executive Officer and Chair of the Board February 16, 2023

Miguel Patricio (Principal Executive Officer)

/s/ Paulo Basilio Executive Vice President and Global Chief Financial Officer February 17, 2022

Paulo Basilio (Duly Authorized Officer and Principal Financial Officer)

/s/ Vince Garlati Vice President, Global Controller February 17, 2022

/s/ Andre Maciel Executive Vice President and Global Chief Financial Officer February 16, 2023

Andre Maciel (Principal Financial Officer)

/s/ Vince Garlati Vice President and Global Controller February 16, 2023

Vince Garlati (Principal Accounting Officer)

Alexandre Behring*

Chair of the Board

Vice Chair of the Board

Lead Director

Castro-Neves*

Lori Dickerson Fouché* Director

Timothy Kenesey* Director

* Vice Chair of the Board February 16, 2023

* Lead Director February 16, 2023

* Director February 16, 2023

Lori Dickerson Fouché

* Director February 16, 2023

Diane Gherson

* Director February 16, 2023

Timothy Kenesey

* Director February 16, 2023

Elio Leoni Sceti

Susan Mulder* Director

Alexandre Van Damme*

/s/ Paulo Basilio

Paulo Basilio

* Director February 16, 2023

/s/ Andre Maciel

Attorney-In-Fact

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures