KHC · 10-Q · 2026Q2 · Full report
Stockholder Derivative Litigation
Kraft Heinz Co · 2026-08-05 · Importance 31 · Surprise 42 · In source text
Kraft Heinz and current and former officers, directors, and 3G entities face a consolidated Delaware stockholder derivative action alleging fiduciary-duty breaches, insider trading, and misleading disclosures about director independence and financial performance. The Delaware Supreme Court reversed dismissal of the related complaint on June 9, 2025, and the actions were consolidated after remand on December 1, 2025. Plaintiffs filed a verified consolidated second amended complaint on May 8, 2026; the company intends to defend the case but cannot reasonably estimate any potential loss because the proceedings are at an early stage.
Key facts
- A new complaint Erste Asset Management GmbH v. Hees, et al. was filed November 28, 2023; the Delaware Chancery Court granted motion to dismiss August 8, 2024; plaintiff filed notice of appeal September 5, 2024; Delaware Supreme Court reversed dismissal June 9, 2025 source
- The plaintiffs filed a verified consolidated second amended complaint on May 8, 2026 source
- Following remand the trial court entered a stipulation on December 1, 2025 consolidating In re Kraft Heinz Company Derivative Litigation with Erste Asset Management GmbH v. Hees under Case No. 2019-0587-LWW and appointed co-lead plaintiffs (General Retirement System of the City of Detroit, Police & Fire Retirement System of the City of Detroit, and Erste Asset Management GmbH) source
- We intend to vigorously defend against the lawsuit but cannot reasonably estimate the potential range of loss due to the early stage of the proceedings source
- Certain current and former officers and directors and 3G Capital, Inc. and affiliates were named defendants in consolidated stockholder derivative action In re Kraft Heinz Company Derivative Litigation originally filed in 2019; consolidated amended complaint filed April 27, 2020; Delaware Chancery Court granted motion to dismiss December 15, 2021; Delaware Supreme Court affirmed dismissal August 1, 2022 source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | contingent | — | A new complaint Erste Asset Management GmbH v. Hees, et al. was filed November 28, 2023; the Delaware Chancery Court granted motion to… |
| liability | negative | contingent | — | The plaintiffs filed a verified consolidated second amended complaint on May 8, 2026 |