Item 1.01. Entry Into a Material Definitive Agreement.

On November 17, 2021, The Kraft Heinz Company (the "Company") and HK3 18 LP (the "Selling Stockholder"), an affiliate of 3G Global Food Holdings LP, entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., as sole underwriter, relating to an underwritten public offering (the "Offering") by the Selling Stockholder of 30,596,465 shares (the "Underwritten Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"). The Company did not sell any shares of Common Stock in the Offering or receive any of the proceeds from the sale of Common Stock by the Selling Stockholder. Gross proceeds from the Offering of Common Stock are approximately $1.1 billion. The Offering is expected to close on November 22, 2021, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, and covenants and includes the terms and conditions for the sale of the Underwritten Shares, as well as indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The Company, certain of its officers and directors, the Selling Stockholder, and 3G Global Food Holdings LP and certain of its affiliates have agreed to customary lockup restrictions pursuant to which, subject to certain exceptions, they may not offer, pledge, sell, or purchase any Company securities for a 45-day period after the date of the prospectus supplement, without the consent of BofA Securities, Inc.

The Offering was made pursuant to the Company's automatic registration statement on Form S-3 (Registration No. 333-250081-01), filed with the U.S. Securities and Exchange Commission on November 13, 2020, a base prospectus dated November 13, 2020 forming a part thereof, and a prospectus supplement dated November 17, 2021.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

The legal opinion and consent of Gibson, Dunn & Crutcher LLP relating to the validity of the shares of Common Stock is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) The following exhibit is furnished with this Current Report on Form 8-K.





Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated November 17, 2021, by and among The
            Kraft Heinz Company, the Selling Stockholder named in Schedule B
            thereto, and BofA Securities, Inc., as sole underwriter.

 5.1          Opinion of Gibson, Dunn & Crutcher LLP.

23.1          Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1
            hereto).

104         The cover page of The Kraft Heinz Company's Current Report on Form 8-K
            dated November 17, 2021, formatted in inline XBRL.

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