v3.26.1
Employee Benefit Plan, Tax Status - EBP 009
 12 Months Ended
Dec. 31, 2025
USD ($)
EBP, Tax Status [Abstract]  
EBP, Tax Status TAX STATUS:
The Plan (formerly known as the H. J. Heinz Company SAVER Plan) obtained its latest determination letter dated May 20, 2014, in which the U.S. Internal Revenue Service (“IRS”) indicated that the Plan is designed in accordance with applicable sections of the Code. The Plan has been amended and restated since receiving the most recent determination letter. The Plan’s administrator believes that the Plan continues to be a “qualified” plan under Section 401(a) of the Code and that the Plan contains a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code. Therefore, no provision for income tax has been included in the Plan’s financial statements.
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. EBAB has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and December 31, 2024, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. There are currently no audits for any tax periods in progress. EBAB believes it is no longer subject to income tax examinations for years prior to 2022.
EBP, Related Party and Party-in-Interest Transactions PARTIES-IN-INTEREST TRANSACTIONS:
Parties-in-interest are defined under U.S. Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others.
EBAB is not aware of any non-exempt transactions between the Plan and Master Trust and a party-in-interest (as defined by ERISA). The Master Trust held 2.4 million shares (approximately $59.3 million) and 2.8 million shares (approximately $85.9 million) of the Company's common stock as of December 31, 2025 and December 31, 2024, respectively, which such holdings are exempt from the party-in-interest transaction prohibitions of ERISA. The Master Trust recorded reinvested dividend income of $3.3 million and net realized loss of $1.2 million from investments in the Company’s common stock for the year ended December 31, 2025. Newport is the independent fiduciary and investment manager of the Stock Fund.
The Master Trust invests in collective trusts issued by Prudential Trust Company, an investment manager and subsidiary of Prudential Financial, Inc., and managed by its affiliates; collective trusts issued by BlackRock Institutional Trust Company, National Association, an investment manager and subsidiary of BlackRock, Inc., and managed by its affiliates; collective trusts issued by JPMorgan Chase Bank, National Association, an investment manager and subsidiary of JPMorgan Chase & Co., and managed by its affiliates; collective trusts issued by State Street Global Advisors Trust Company, an investment manager and subsidiary of State Street Corporation, and managed by its affiliates; collective trusts issued by MFS Heritage Trust Company, an investment manager and subsidiary of Sun Life Financial, Inc., and managed by its affiliates, all of which are also intended to be exempt parties-in-interest transactions.
The Master Trust invests in investment contracts, and the fees paid to issuers of the contracts are intended to qualify as exempt parties-in-interest transactions. Notes receivable from participants are also intended to be exempt parties-in-interest transactions. Actual fees paid by the Plan for investment management, recordkeeping, and consulting services also are intended to qualify as exempt parties-in-interest transactions and are included in administrative expenses in the accompanying financial statements.
EBP, Employer and Participant Contribution, Maximum Annual Compensation, Amount $ 70,000
EBP, Asset Held for Investment, Participant Loan, Interest Rate 1.00%
EBP, Investment, Fair Value and NAV
(7) FAIR VALUE MEASUREMENTS:
Investments of the Master Trust are reported at fair value with the exception of fully benefit-responsive investment contracts, which are presented at contract value. The Plan’s interest in the Master Trust is reported at estimated fair value based upon the fair values of the underlying investments held within the Master Trust with the exception of fully benefit-responsive investment contracts, which are presented at contract value. The guidance establishes a fair value hierarchy, which requires the Plan and the Master Trust to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan and the Master Trust have the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan’s and the Master Trust’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
Transfers between hierarchy measurement levels are recognized by the Plan as of the beginning of the reporting period.
The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held as underlying investments of the Master Trust.
Registered Investment Companies: The fair value of the registered investment companies is determined by obtaining a quoted price on a nationally recognized security exchange (Level 1 input).
Common Stocks: Equities are valued using quoted market prices. Securities listed on national and international exchanges are principally valued at the regular trading session closing price on the exchange or market in which these securities are principally traded on the last trading day of each period presented (Level 1 inputs).
Short-Term Investments: Short-term investments mainly consist of money market mutual funds. The fair value of the money market mutual funds is determined by obtaining a quoted price on a nationally recognized security exchange (Level 1 input). Issuances and redemptions of participant units are made on each business day. Participant units are typically purchased and redeemed at a constant net asset value of $1.00 per unit. In the event that a significant disparity develops between the constant net asset value and the fair value-based net asset value of the fund, the Trustee may determine that continued issuance or redemption at a constant $1.00 per unit net asset value would create inequitable results for the fund’s unit holders. In these circumstances, the Trustee, in its sole discretion and acting on behalf of the fund’s unit holders, may direct that units be issued or redeemed at the fair value-based net asset value until such time as the disparity between the fair value-based and the constant net asset value per unit is deemed to be immaterial. The short-term investments are designed to provide safety of principal, daily liquidity, and a competitive yield by investing in government fixed income and money market instruments.
Collective Trusts: The fair values of participation units held in collective trusts are based on their net asset values, as reported by the managers of the collective trusts and as supported by the unit prices of actual purchase and sale transactions occurring as of, or close to, the financial statement date. The fair value of these investments measured at net asset value is excluded from the fair value hierarchy. The investment objectives and underlying investments of the collective trusts vary. The investments provide daily redemptions by the Plan with no advance notice requirements, and have redemption prices that are determined by the fund’s net asset value per unit as of the redemption date.
Assets of the Master Trust that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 are summarized below (in thousands):
 
Investment Assets at Fair Value as of December 31, 2025
 Level 1Level 2Level 3Total
Registered investment companies$79,980 $— $— $79,980 
Common stocks59,302 — — 59,302 
Short-term investments3,917 — — 3,917 
Total investment assets in the fair value hierarchy143,199 — — 143,199 
Investments measured at net asset value (a)
3,824,977 
Total investment assets at fair value$3,968,176 
(a) In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in Note 6, Master Trust.
 
Investment Assets at Fair Value as of December 31, 2024
 Level 1Level 2Level 3Total
Registered investment companies$86,313 $— $— $86,313 
Common stocks85,870 — — 85,870 
Short-term investments7,198 — — 7,198 
Total investment assets in the fair value hierarchy179,381 — — 179,381 
Investments measured at net asset value (a)
3,490,832 
Total investment assets at fair value$3,670,213 
(a) In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in Note 6, Master Trust.
EBP, Tax Status [Line Items]  
EBP, Tax Status TAX STATUS:
The Plan (formerly known as the H. J. Heinz Company SAVER Plan) obtained its latest determination letter dated May 20, 2014, in which the U.S. Internal Revenue Service (“IRS”) indicated that the Plan is designed in accordance with applicable sections of the Code. The Plan has been amended and restated since receiving the most recent determination letter. The Plan’s administrator believes that the Plan continues to be a “qualified” plan under Section 401(a) of the Code and that the Plan contains a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code. Therefore, no provision for income tax has been included in the Plan’s financial statements.
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. EBAB has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and December 31, 2024, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions. There are currently no audits for any tax periods in progress. EBAB believes it is no longer subject to income tax examinations for years prior to 2022.