Kraft Heinz (KHC) risk factors, FY2025 10-K

Kraft Heinz's FY2025 10-K, filed Feb 12, 2026, lists 44 risk factors in 4 groups. Against the prior year's 35: 15 new, 6 dropped, 17 substantially reworded.

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Risk factors listed
444 groups
New this year
15vs 35 last year
Dropped
6since the prior 10-K
Substantially reworded
17of those kept
Section length
13k wordsItem 1A

What the changes say

  • Kraft Heinz paused its planned company separation into two independent entities, leaving $20.9 billion in senior notes and credit rating pressures unmitigated.

What changed since the prior 10-K

New

  • NewIndustry Risks

    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, financial condition, and operating results

  • NewIndustry Risks

    Maintaining, extending, and expanding our reputation and brand image are essential to our business success

    The company announced a commitment in 2025 to remove FD&C colors from its U.S. portfolio by the end of 2027.

  • NewIndustry Risks

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

  • NewBusiness Risks

    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

    The Board decided to pause work on the planned tax-free spin-off into two independent publicly traded companies announced in September 2025.

  • NewBusiness Risks

    Commission. The failure to satisfy any of the required conditions could further delay the completion of the Separation or prevent it from occurring at all

  • NewBusiness Risks

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

  • NewBusiness Risks

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

  • NewBusiness Risks

    reduce funds we have available for other purposes

    The company maintains approximately $20.9 billion in aggregate principal amount of senior notes with maturities ranging from 2026 through 2050.

  • NewBusiness Risks

    If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, we and our stockholders could be subject to significant tax liabilities

  • NewBusiness Risks

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

  • NewBusiness Risks

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

    Unanticipated intellectual property rights of third parties could lead to costly litigation, licensing agreements, or injunctions against product sales.

  • NewFinancial Risks

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

    The company's senior revolving credit facility requires maintaining a minimum shareholders' equity balance.

  • NewRegulatory Risks

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

  • NewRegulatory Risks

    service interruption, misappropriation of data, or breaches of security

  • NewRegulatory Risks

    securities and other investments. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively bargained wage and benefit agreements

Dropped

  • DroppedIndustry Risks

    We have many iconic brands with long-standing consumer recognition across the globe. Our success depends on our ability to maintain brand image for our existing products, extend our brands to new platforms, and expand our brand image with new product offerings

  • DroppedIndustry Risks

    Climate change and legal or regulatory responses may have a long-term adverse impact on our business and results of operations

  • DroppedBusiness Risks

    We may not be able to successfully execute our strategic initiatives

  • DroppedRegulatory Risks

    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

  • DroppedRegulatory Risks

    Unanticipated business disruptions and natural events in the locations in which we or our customers, suppliers, distributors, or regulators operate could adversely affect our ability to provide products to our customers or our results of operations

    Brand image maintenance and marketing investments.

  • DroppedRegulatory Risks

    We are significantly dependent on information technology, and we may be unable to protect our information systems against service interruption, misappropriation of data, or breaches of security

Reworded

  • 63% rewrittenRegulatory Risks

    Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses

    Trimmed the pension plan asset description to remove the explicit mention of diversified portfolios of equity and fixed-income securities.

  • 57% rewrittenRegulatory Risks

    Our compliance with laws and regulations, and related legal claims or regulatory enforcement actions, could expose us to significant liabilities and damage our reputation

    Removed specific reference to the Uyghur Forced Labor Prevention Act (UFLPA) while keeping general forced labor and environmental regulations.

  • 53% rewrittenBusiness Risks

    We may not successfully identify, complete, or realize the benefits from strategic acquisitions, divestitures, alliances, joint ventures, or investments

    Streamlined acquisition and divestiture risks, explicitly adding regulatory scrutiny under antitrust and competition laws in the US, Canada, EU, and UK.

  • 53% rewrittenFinancial Risks

    Additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets could negatively affect our financial condition and results of operations

    Added that reporting units decreased from 12 to 10 globally, goodwill and intangibles totaled $59.7 billion, and $9.3 billion in non-cash goodwill impairment losses were recorded in 2025.

  • 53% rewrittenBusiness Risks

    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

    Added emphasis on accurately predicting costs and operating efficiently in the competitive food and beverage industry.

    Was: We may be unable to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes, or improve our competitiveness

  • 50% rewrittenRegulatory Risks

    A downgrade in our credit rating could adversely impact interest costs or access to future borrowings

    Updated credit ratings status to show Fitch Ratings with a rating watch negative outlook and Moody's with ratings under review for downgrade.

  • 50% rewrittenIndustry Risks

    Our success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation

    Removed product sales from the specific list of items negatively impacted by failure to offer appealing products.

  • 49% rewrittenBusiness Risks

    Berkshire Hathaway Inc. has the ability to exert influence over us and significant influence over matters requiring stockholder approval

    Updated Berkshire Hathaway's ownership stake to 27.5% as of January 16, 2026, and added risks regarding Berkshire holding competing business interests.

  • 47% rewrittenRegulatory Risks

    Sales of our common stock in the public market could cause volatility in the price of our common stock or cause the share price to fall

  • 39% rewrittenFinancial Risks

    Our level of indebtedness, as well as our ability to comply with covenants under our debt instruments, could adversely affect our business and financial condition

  • 34% rewrittenFinancial Risks

    Commodity, energy, and other input prices are volatile and could negatively affect our consolidated operating results

  • 32% rewrittenRegulatory Risks

    Changes in tax laws and interpretations could adversely affect our business

  • 32% rewrittenBusiness Risks

    Our international operations subject us to additional risks and costs and may cause our profitability to decline

  • 31% rewrittenBusiness Risks

    Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands

  • 28% rewrittenRegulatory Risks

    We rely on our management team and other key personnel and may be unable to hire or retain key personnel or a highly skilled and diverse global workforce

  • 25% rewrittenIndustry Risks

    Changes in the retail landscape or the loss of key retail customers could adversely affect our financial performance

  • 24% rewrittenRegulatory Risks

    Disruptions in the global economy caused by geopolitical conflicts could adversely affect our business, financial condition, and results of operations

All 44 risk factors

Headings as the filing states them, in filing order.

Industry Risks

  1. 01We operate in a highly competitive industry
  2. 02Our success depends on our ability to correctly predict, identify, and interpret changes in consumer preferences and demand, to offer new products to meet those changes, and to respond to competitive innovation50% rewritten
  3. 03categories 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, financial condition, and operating resultsNew
  4. 04Changes in the retail landscape or the loss of key retail customers could adversely affect our financial performance25% rewritten
  5. 05Changes in our relationships with significant customers or suppliers, or in other business relationships, could adversely impact us
  6. 06Maintaining, extending, and expanding our reputation and brand image are essential to our business successNew
  7. 07We must leverage our brand value to compete against private label products
  8. 08We may be unable to drive revenue growth in our key product categories or platforms, increase our market share, or add products that are in faster-growing and more profitable categories
  9. 09Product recalls or other product liability claims could materially and adversely affect us
  10. 10Changes in environmental conditions and responsive legislation or regulation may have a long-term adverse impact on our business and results of operationsNew

Business Risks

  1. 11The 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 entirelyNew
  2. 12Commission. The failure to satisfy any of the required conditions could further delay the completion of the Separation or prevent it from occurring at allNew
  3. 13The Separation if completed, may not achieve the anticipated benefits and will expose us to new risksNew
  4. 14The Separation if completed, may adversely impact our ability to access the capital markets and our cost of capitalNew
  5. 15reduce funds we have available for other purposesNew
  6. 16If the Separation and/or certain related transactions do not qualify as transactions that are generally tax-free for U.S. federal income tax purposes, we and our stockholders could be subject to significant tax liabilitiesNew
  7. 17Following the Separation, the price of shares of the Company’s common stock may fluctuate significantlyNew
  8. 18We may not successfully identify, complete, or realize the benefits from strategic acquisitions, divestitures, alliances, joint ventures, or investments53% rewritten
  9. 19Our international operations subject us to additional risks and costs and may cause our profitability to decline32% rewritten
  10. 20Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brands31% rewritten
  11. 21We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. AnyNew
  12. 22We may be unable to realize the anticipated benefits from prior or future initiatives to reduce fixed costs, simplify or improve processes, or improve our competitiveness53% rewritten
  13. 23Berkshire Hathaway Inc. has the ability to exert influence over us and significant influence over matters requiring stockholder approval49% rewritten

Financial Risks

  1. 24Our level of indebtedness, as well as our ability to comply with covenants under our debt instruments, could adversely affect our business and financial condition39% rewritten
  2. 25Our debt instruments contain customary representations, warranties, and covenants, including a financial covenant in our seniorNew
  3. 26Additional impairments of the carrying amounts of goodwill or other indefinite-lived intangible assets could negatively affect our financial condition and results of operations53% rewritten
  4. 27Our net sales and net income may be exposed to foreign exchange rate fluctuations
  5. 28Commodity, energy, and other input prices are volatile and could negatively affect our consolidated operating results34% rewritten
  6. 29Volatility in the market value of all or a portion of the derivatives we use to manage exposures to fluctuations in commodity prices may cause volatility in our gross profit and net income

Regulatory Risks

  1. 30Our compliance with laws and regulations, and related legal claims or regulatory enforcement actions, could expose us to significant liabilities and damage our reputation57% rewritten
  2. 31If we fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, which could negatively impact our business, investor confidence, and the price of our common stock
  3. 32A downgrade in our credit rating could adversely impact interest costs or access to future borrowings50% rewritten
  4. 33Sales of our common stock in the public market could cause volatility in the price of our common stock or cause the share price to fall47% rewritten
  5. 34Our share repurchase program may not be fully consummated and the anticipated enhanced long-term stockholder value may not be realized, and share repurchases could increase the volatility of the price of our stock
  6. 35Our ability to pay regular dividends to our stockholders and the amounts of any such dividends are subject to the discretion of the Board and may be limited by our financial condition, debt agreements, or limitations under Delaware law
  7. 36Disruptions in the global economy caused by geopolitical conflicts could adversely affect our business, financial condition, and results of operations24% rewritten
  8. 37or regulators operate could adversely affect our ability to provide products to our customers or our results of operationsNew
  9. 38Our performance may be adversely affected by economic and political conditions in the United States and in various other nations where we do business
  10. 39We rely on our management team and other key personnel and may be unable to hire or retain key personnel or a highly skilled and diverse global workforce28% rewritten
  11. 40service interruption, misappropriation of data, or breaches of securityNew
  12. 41Our results could be adversely impacted as a result of increased pension, labor, and people-related expenses63% rewritten
  13. 42securities and other investments. Additionally, the annual costs of benefits vary with increased costs of health care and the outcome of collectively bargained wage and benefit agreementsNew
  14. 43Changes in tax laws and interpretations could adversely affect our business32% rewritten
  15. 44Volatility of capital markets or macroeconomic factors could adversely affect our business

Other Kraft Heinz 10-Ks

  • FY2024 10-K risk factors
    35 risks

    Kraft Heinz faces intense competition from retailers and private label alternatives across its global food and beverage portfolio.

    Filed Feb 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.