KR · Kroger

354 filings

8-K

KR 8-K Current Reports

Kroger - 354 current reports

Filing record · 2016–202610-K1210-Q328-K137

Showing 1-50 of 354 filings

8-K

Regulation FDExhibits & Filings

Kroger 8-K Report, Regulation FD Disclosure (Oct 20, 2026)

The Kroger Co. (NYSE: KR) filed a Form 8-K on October 20, 2026 under Item 7.01 (Regulation FD), furnishing as Exhibit 99.1 a press release issued in connection with its Investor Update held that day in New York. The release outlines a multi-year plan to build "America's Favorite Grocer" and introduces new long-term financial targets, while reaffirming full-year 2026 guidance given at its second quarter earnings. CEO Greg Foran described the strategy as making value more visible and focusing resources closer to the customer, with three pillars: Win With the Customer, Drive Profitable Digital Growth, and Modernize How We Operate. The updated financial framework targets approximately 3% comparable sales growth in 2029 excluding fuel and pharmacy, 3%-6% adjusted EBITDA CAGR for FY2027 through FY2029, and 7%-11% adjusted net EPS CAGR for FY2027 through FY2029. All targets exclude the pending acquisition of Giant Eagle. The new EPS target replaces the previous 8%-11% total shareholder return target, which included the dividend yield; the company states this implies a stronger earnings outlook. Capital allocation priorities are unchanged: high-return growth investments, maintaining financial strength, and returning surplus capital via dividends (subject to board approval) and share buybacks. For investors, the key takeaways are the shift from a total shareholder return metric to a pure earnings growth framework and the company's stated focus on a fully self-funded plan to fund customer value investments, with cost savings from direct sourcing, purchasing discipline, and AI-enabled operations expected to expand margins over time. The filing is a Regulation FD disclosure and the Investor Update webcast was scheduled from 9:00 a.m. to approximately 12:00 p.m. ET.

Oct 20, 2026 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 5, 2026)

The Kroger Co. filed a Form 8-K on October 5, 2026 under Item 8.01 (Other Events) to report the issuance of two series of senior notes under its Form S-3 shelf registration (Registration Statement No. 333-295223, filed April 21, 2026). The Company is issuing $650,000,000 of 5.800% Senior Notes due 2032 and $850,000,000 of 6.200% Senior Notes due 2036, pursuant to a Prospectus Supplement dated September 28, 2026. The offering was documented through an Underwriting Agreement and a Pricing Agreement, both dated September 28, 2026, with Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC acting as representatives of the underwriters. The notes are issued under the Indenture dated June 25, 1999 with U.S. Bank Trust Company, National Association, as trustee, through the Fifty-First and Fifty-Second Supplemental Indentures, each dated October 5, 2026. The Company states that it expects to use the net proceeds to refinance debt maturing in October 2026 and for general corporate purposes. Legal opinions from George H. Vincent, Esq. and Freshfields US LLP are attached as Exhibits 5.1 and 5.2. For investors, the filing is primarily a debt financing and refinancing disclosure. It identifies total principal of $1.5 billion across the two tranches, the coupon rates and maturities, and the stated use of proceeds. The filing does not include financial results, guidance, or covenant details beyond the indenture references.

Oct 5, 2026 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Sep 11, 2026)

The Kroger Co. (NYSE: KR) reported results for its second quarter ended August 15, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Sales were $34.6 billion versus $33.9 billion a year earlier, and identical sales without fuel rose 0.2%, compared with 3.4% in the prior-year quarter. The filing shows operating profit of $971 million (up from $863 million) and diluted EPS of $1.05 (up from $0.91). Adjusted FIFO operating profit was $1,076 million versus $1,091 million, and adjusted EPS was $1.09 versus $1.04. Gross margin was 22.4% compared with 22.5%, and the OG&A rate increased 33 basis points, driven by associate wages, health care costs and sales deleverage. Kroger reaffirmed its full-year 2026 adjusted EPS guidance of $5.10 to $5.30 and adjusted FIFO operating profit guidance of $5.0 to $5.2 billion, but lowered its full-year identical sales without fuel guidance to 0.2% to 0.8% from 1.0% to 2.0%. The company cited an approximately 140 basis point headwind from the Inflation Reduction Act in that metric. Free cash flow ($2.7 to $2.9 billion) and capital expenditures ($3.8 to $4.0 billion) guidance were unchanged. On capital allocation, Kroger repurchased $1.0 billion of shares during the quarter and $1.2 billion year to date under a $2 billion authorization, with about $800 million remaining and completion expected by the end of fiscal 2026. The net total debt to adjusted EBITDA ratio was 1.91, compared with 1.63 a year earlier, within a target range of 2.30 to 2.50. The filing also notes a $2.5 billion fulfillment network impairment and related charge in the rolling four-quarter adjusted EBITDA reconciliation, and an investor update meeting is scheduled for October 20, 2026.

Sep 11, 2026 8-K/A

Earnings & ResultsExhibits & Filings

Kroger 8-K/A Report, Financial Results (Sep 11, 2026)

The Kroger Co. (NYSE: KR) reported second quarter 2026 results for the quarter ended August 15, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Sales were $34.6 billion versus $33.9 billion a year earlier, and operating profit was $971 million versus $863 million. Diluted EPS was $1.05 versus $0.91, and adjusted EPS was $1.09 versus $1.04. Identical sales without fuel rose 0.2%, compared with 3.4% in the prior-year quarter, and the release attributes an unfavorable 138 basis point impact to the Inflation Reduction Act. Kroger reaffirmed its full-year 2026 adjusted EPS guidance of $5.10 to $5.30 and its FIFO operating profit guidance of $5.0 to $5.2 billion, but lowered its full-year identical sales without fuel guidance to 0.2% to 0.8% from 1.0% to 2.0%. Free cash flow guidance ($2.7 to $2.9 billion) and capital expenditure guidance ($3.8 to $4.0 billion) were also unchanged. The company repurchased $1.0 billion of shares during the quarter, has about $800 million remaining under its $2 billion authorization, and expects to complete those repurchases by the end of fiscal 2026. Its net total debt to adjusted EBITDA ratio was 1.91, compared with 1.63 a year earlier and a target range of 2.30 to 2.50. The press release also notes an 11% dividend increase earlier in the quarter, the 20th consecutive year of increases, and a planned investor update meeting on October 20, 2026, where longer-term financial targets will be shared. The filing's GAAP operating profit includes a large non-GAAP adjustment for a fulfillment network impairment, which is excluded from adjusted metrics.

Sep 11, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Kroger 8-K Report, Executive Changes (Sep 2, 2026)

On September 2, 2026, The Kroger Co. filed a Form 8-K announcing the appointment of Mark Ibbotson, 63, as Executive Vice President and Chief Store Operations Officer, effective September 14, 2026. The appointment was made August 31, 2026. Ibbotson has been a strategic advisor to retail and technology companies since 2020 and has served as a Senior Advisor for McKinsey & Company for the last four years. Previously he held roles at Wal-Mart U.S. and its former UK subsidiary Asda from 2004, including Executive Vice President of Central Operations and Realty and Senior Vice President of Innovation. The filing sets out Ibbotson's compensation: an annual base salary of $1,000,000, an annual incentive bonus target of 110% of base salary (pro-rated for 2026), and a one-time $1.25 million restricted share grant vesting ratably over three years. It also includes a $1.25 million performance unit award under the 2026-2028 long-term incentive plan and a one-time $1 million restricted share grant vesting ratably over two years, all to be awarded in December 2026. He is also eligible for an annual long-term equity grant in March 2027 with a current total target value of $5 million, and will receive a standard executive relocation package including 90 days of temporary housing. A companion press release (Exhibit 99.1) quotes CEO Greg Foran describing Ibbotson as an operations specialist with experience simplifying complex operations and building digital and physical retail capabilities. The release is furnished under Item 7.01 and is not deemed filed for Exchange Act Section 18 purposes.

Sep 2, 2026 8-K

Other Events

Kroger 8-K Report, Corporate Update (Jul 1, 2026)

On July 1, 2026, The Kroger Co. announced that it has entered into an agreement and plan of merger under which it will acquire Giant Eagle, Inc. for a purchase price of approximately $1.65 billion, subject to customary purchase price adjustments. The consideration consists of $1.25 billion in cash and approximately $400 million in assumed liabilities. Giant Eagle is described as a leading family-owned food and pharmacy retailer headquartered in Pennsylvania, operating stores in Ohio, Pennsylvania, West Virginia, Maryland and Indiana. The acquisition is expected to close in 2027, subject to expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and satisfaction or waiver of other customary closing conditions. The filing states that Kroger and Giant Eagle expect to make limited Giant Eagle store divestitures in connection with obtaining the regulatory clearance needed to complete the deal. For investors, the key points are the size of the transaction, its cash-heavy consideration structure, the expected 2027 closing timeline, and the regulatory path, which includes limited store divestitures. The filing is a brief Item 8.01 (Other Events) disclosure and does not include additional financial metrics for the target or the expected financial impact on Kroger.

Jul 1, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Kroger 8-K Report, Executive Changes (Jun 26, 2026)

The Kroger Co. filed this 8-K on June 26, 2026 to report three items: a director/officer change, the results of its 2026 Annual Meeting of Shareholders, and a related exhibit. Under Item 5.02, Ronald L. Sargent, Chairman of the Board since March 2025, will cease serving as an employee effective July 1, 2026, and will continue as Non-Executive Chairman of the Board. The filing states that effective July 1, 2026, each non-employee director will receive an annual cash retainer of $115,000 and an annual grant of incentive shares valued at approximately $215,000, and the Non-Executive Chairman will receive an additional annual incentive share grant valued at approximately $250,000. Under Item 5.07, shareholders held the Annual Meeting on June 25, 2026, where all ten director nominees were elected to serve until the 2027 annual meeting. Shareholders also approved the advisory executive compensation vote, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, and approved the Second Amended and Restated 2019 Long-Term Incentive Plan. A shareholder proposal regarding a report on GHG emissions reductions was rejected, with 85,776,050 votes for, 404,190,678 against, and 4,717,237 abstaining. The filing's Item 9.01 lists only Exhibit 104, the cover page Interactive Data File embedded in the Inline XBRL document, and contains no financial statements.

Jun 26, 2026 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Jun 18, 2026)

The Kroger Co. (NYSE: KR) reported first quarter 2026 results on June 18, 2026, in a press release furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. Sales were $46.1 billion versus $45.1 billion a year earlier, and operating profit rose to $1,407 million from $1,322 million. Diluted EPS was $1.46 compared with $1.29, and Adjusted EPS was $1.58 compared with $1.49. Identical sales without fuel increased 1.0%, while Adjusted FIFO Operating Profit was $1,544 million versus $1,518 million. Gross margin declined to 22.7% from 23.0%, with the decrease attributed mainly to higher fuel sales mix, higher transportation costs, egg deflation, and planned price investments. Kroger reaffirmed its full-year 2026 guidance, which calls for identical sales without fuel of 1.0% to 2.0% (including an approximately 130 basis point unfavorable impact from the Inflation Reduction Act), FIFO operating profit of $5.0 to $5.2 billion, EPS of $5.10 to $5.30, free cash flow of $2.7 to $2.9 billion, and capital expenditures of $3.8 to $4.0 billion. The company reported a net total debt to adjusted EBITDA ratio of 1.75, compared with 1.69 a year earlier, against a target range of 2.30 to 2.50. It also stated it expects to complete the $2 billion share repurchase authorization approved in December 2025 by the end of fiscal 2026. The filing shows that net earnings for the rolling four quarters ended May 23, 2026 were $1,053 million, reflecting a $2,497 million adjustment for fulfillment network impairment and related charges. Cash and temporary cash investments declined to $2,873 million at period end, and the company stated it expects to continue paying its quarterly dividend, which is subject to board approval.

Jun 18, 2026 8-K

Leadership Changes

Kroger 8-K Report, Executive Changes (May 27, 2026)

The Kroger Co. disclosed under Item 5.02 that Timothy A. Massa, Executive Vice President and Associate Experience Officer, provided notice on May 22, 2026 of his intention to retire in the fall of 2026. Mr. Massa will continue in his role until September 2026 and is expected to remain an employee through July 1, 2027 to facilitate an orderly transition and assist with key strategic projects. The filing states that there will be no change to Mr. Massa's compensation during this period, but he will not be eligible for future annual equity grants. The Company has not yet named a successor, which the filing says will occur at a later date. For investors, this is a planned executive departure with a lengthy transition runway, which generally limits near-term operational disruption. The main open item is the identity of his successor, which the Company has not yet disclosed.

May 27, 2026 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Mar 5, 2026)

The Kroger Co. (NYSE: KR) reported fourth quarter and fiscal 2025 results on March 5, 2026, and provided full-year 2026 guidance, according to a press release furnished as Exhibit 99.1 to this Form 8-K. For the fourth quarter, sales were $34.7 billion versus $34.3 billion a year earlier, identical sales without fuel rose 2.4%, and EPS was $1.35 versus $0.90, with adjusted EPS of $1.28 versus $1.14. Adjusted FIFO operating profit was $1,206 million versus $1,174 million. For fiscal 2025, sales were $147.6 billion, EPS was $1.54 (including a $2.5 billion impairment and related charge for the automated fulfillment network), and adjusted EPS was $4.85 versus $4.47. Adjusted FIFO operating profit was $4.9 billion, and the company stated it delivered more than $16 billion in eCommerce sales. Kroger completed a $7.5 billion share repurchase authorization, including a $5 billion accelerated share repurchase, and the Board approved an additional $2 billion authorization in December 2025, which the company expects to complete by the end of fiscal 2026. Net total debt to adjusted EBITDA was 1.76, compared with 1.79 a year earlier. The company also stated it completed an eCommerce strategic review expected to deliver $400 million in eCommerce operating profit improvement in 2026, and that Greg Foran was appointed Chief Executive Officer. For 2026, Kroger guided to identical sales without fuel growth of 1.0% to 2.0% (including an approximately 130 basis point unfavorable impact from the Inflation Reduction Act), FIFO operating profit of $5.0 to $5.2 billion, adjusted EPS of $5.10 to $5.30, free cash flow of $2.7 to $2.9 billion, and capital expenditures of $3.8 to $4.0 billion, with a 23% tax rate. The CFO attributed the outlook to investing more in value for customers while improving gross margins, funded by eCommerce reaching profitability, procurement efficiencies, and productivity gains.

Mar 5, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Kroger 8-K Report, Executive Changes (Feb 9, 2026)

On February 8, 2026, The Kroger Co.'s Board of Directors appointed Gregory S. Foran, 64, as Chief Executive Officer, effective February 10, 2026, and as a member of the Board effective the same date. Foran previously served as CEO of Air New Zealand Limited from February 2020 until October 2025 and held several roles at Walmart from 2011 to 2020, including President and CEO of Walmart U.S. Ronald Sargent, the interim CEO and Chairman, will remain Chairman of the Board and will continue as principal executive officer through the filing of the Form 10-K for the fiscal year ended January 31, 2026, after which Foran assumes that role. The Offer Letter sets Foran's base salary at $1,500,000 per year, a 2026 annual cash incentive target of 200% of base salary (earnable from 0% to 200% of target), and an annual long-term incentive target of $12,000,000, with a standard grant in March 2026 subject to Compensation Committee approval. The letter also provides special March 2026 performance unit grants for the 2024-2026 and 2025-2027 cycles, expatriate benefits, aircraft and automobile benefits, and change-in-control severance of two times the sum of base salary and target annual cash incentive. Foran's stock ownership requirement is six times base salary. In a press release (Exhibit 99.1), Kroger stated that it is reaffirming its previously issued fiscal year 2025 guidance and that it will provide an additional update on the leadership transition during its March 5 earnings call.

Feb 9, 2026 8-K/A

Financial Events

Kroger 8-K/A Report, Material Impairment (Dec 5, 2025)

The Kroger Co. filed this Amendment to its Current Report on Form 8-K, originally filed November 18, 2025, solely to update the disclosure under Item 2.06 (Material Impairments). The amendment reports the estimated amount of the cash charge related to the closure of certain fulfillment centers in the United States. According to the filing, on December 4, 2025, the Company determined that the impairment and related charges from closing these fulfillment centers include a cash payment to Ocado of approximately $350 million. The filing does not provide further breakdown of the impairment charges or other components of the total charge. For investors, the key takeaway is the approximately $350 million cash payment to Ocado tied to the fulfillment center closures, which the Company has now quantified in this amended filing. The filing was signed by George H. Vincent, Executive Vice President, General Counsel and Secretary, on December 5, 2025.

Dec 5, 2025 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Dec 4, 2025)

The Kroger Co. (NYSE: KR) reported third quarter 2025 results on December 4, 2025, and updated its full-year 2025 guidance. Sales were $33.9 billion versus $33.6 billion a year earlier, and identical sales without fuel rose 2.6%. The company posted an operating loss of $(1,541) million and a loss per diluted share of $(2.02), driven by $2.6 billion in previously announced impairment and related charges ($3.00 loss per share) tied to its automated fulfillment network. Excluding adjustment items, adjusted FIFO operating profit was $1,089 million and adjusted EPS was $1.05, compared with $1,017 million and $0.98 in the prior-year quarter. eCommerce sales increased 17%. Management said it has completed its strategic review and expects its eCommerce business to become profitable in 2026. Gross margin rose to 22.8% from 22.4%, helped by the sale of Kroger Specialty Pharmacy, Our Brands performance, lower supply chain costs and lower shrink. Operating, general and administrative expense rose to 25.0% of sales from 17.5%, which includes an 8 basis point effect from an accelerated multi-employer pension contribution. Net total debt to adjusted EBITDA was 1.73, versus 1.21 a year earlier and within a stated target range of 2.30 to 2.50. Kroger narrowed its 2025 identical sales without fuel guidance to 2.8% to 3.0% from 2.7% to 3.4%, and raised the low end of its adjusted EPS guidance to $4.75 to $4.80 from $4.70 to $4.80. Operating profit, free cash flow ($2.8 to $3.0 billion) and capital expenditures ($3.6 to $3.8 billion) guidance were unchanged. The company also said it is executing open market repurchases under the remaining $2.5 billion of its $7.5 billion authorization, expected to finish by the end of fiscal 2025.

Dec 4, 2025 8-K

Financial EventsRegulation FDExhibits & Filings

Kroger 8-K Report, Material Impairment (Nov 18, 2025)

The Kroger Co. (NYSE: KR) filed this Form 8-K on November 18, 2025 to disclose updates to its eCommerce plan and the closure of certain U.S. fulfillment centers. Under Item 2.06 (Material Impairments), the company expects to incur impairment and related charges of approximately $2.6 billion in the third fiscal quarter of 2025, citing the closures and the rest of its automated fulfillment network not meeting financial expectations. The accompanying press release (Exhibit 99.1) states that the eCommerce updates are expected to improve eCommerce operating profit by approximately $400 million in 2026, with the savings to be used for lower prices, better store conditions and improved operating margins. The company identified facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. for closure in January, while monitoring its remaining facilities. Kroger expects the closures to have a neutral effect on identical sales without fuel and expects the network adjustments to contribute to ROIC improvement. Strategically, Kroger is shifting toward a hybrid model that relies more on its store footprint and third-party delivery. It expanded its relationship with Instacart as primary delivery fulfillment provider, broadened its DoorDash relationship, and announced an Uber Eats launch in early 2026. The company also plans to pilot capital-light, store-based automation in high-volume geographies, and it cites increased third-party traffic as supporting its retail media business.

Nov 18, 2025 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Sep 11, 2025)

The Kroger Co. (NYSE: KR) furnished an 8-K on September 11, 2025 announcing its second quarter 2025 results (quarter ended August 16, 2025) and updated full-year 2025 guidance. Sales were $33.94 billion versus $33.91 billion a year earlier, and the company reported operating profit of $863 million (versus $815 million) and diluted EPS of $0.91 (versus $0.64). Adjusted FIFO operating profit was $1,091 million (versus $984 million) and adjusted EPS was $1.04 (versus $0.93). Identical sales without fuel rose 3.4%, and gross margin was 22.5% of sales versus 22.1%, helped by the sale of Kroger Specialty Pharmacy, lower supply chain costs and lower shrink. The filing states that net total debt to adjusted EBITDA was 1.63, compared with 1.24 a year earlier, and that the company's target range is 2.30 to 2.50. Kroger raised its identical sales without fuel guidance to 2.7% to 3.4% from 2.25% to 3.25%, and narrowed operating profit guidance to $4.8 to $4.9 billion from $4.7 to $4.9 billion. Adjusted EPS guidance moved to $4.70 to $4.80 from $4.60 to $4.80. Free cash flow guidance of $2.8 to $3.0 billion and capital expenditure guidance of $3.6 to $3.8 billion were unchanged, and the adjusted tax rate was lowered to 22% from 23%. On capital allocation, the company said it expects to keep generating strong free cash flow, maintain its investment grade debt rating, and continue its quarterly dividend. It noted a $5 billion accelerated share repurchase program expected to finish in fiscal third quarter 2025, after which it plans to resume open market repurchases under the remaining $2.5 billion authorization, to be completed by the end of fiscal 2025.

Sep 11, 2025 8-K

Shareholder MattersRegulation FDExhibits & Filings

Kroger 8-K Report, Shareholder Vote Results (Jun 27, 2025)

The Kroger Co. filed this Form 8-K on June 27, 2025 to report results of its 2025 Annual Meeting of Shareholders, held June 26, 2025. Shareholders elected all ten director nominees to serve until the 2026 annual meeting, including Nora A. Aufreiter, Kevin M. Brown, Elaine L. Chao, Anne Gates, Karen M. Hoguet, Clyde R. Moore, Ronald L. Sargent, J. Amanda Sourry Knox, Mark S. Sutton and Ashok Vemuri. Shareholders approved the company's executive compensation on an advisory basis, with 479,422,891 votes for and 37,724,712 against, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025, with 538,041,379 votes for and 46,621,553 against. All three shareholder proposals were rejected: a report on discarded cigarette pollution, a report on adopting a third-party mandated framework on U.S. farmers, and a report on safeguarding the privacy of consumer health data. Each received substantially more votes against than for, with the cigarette pollution proposal receiving 47,449,866 votes for and 466,884,167 against. The filing also furnishes under Item 7.01 a question and answer that was not heard by attendees because the webcast audio cut out during the final Q&A question. The question concerned how Kroger is approaching the changing tariff situation and whether costs would be passed to consumers. Interim CEO and Chairman Ronald Sargent responded that Kroger is less impacted by proposed tariffs than some competitors, is working with suppliers to source from less-affected areas, and views price increases as a last resort. The exhibit is Exhibit 99.1, and the filing also includes Exhibit 104, the cover page interactive data file.

Jun 27, 2025 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Jun 20, 2025)

The Kroger Co. (NYSE: KR) furnished an 8-K on June 20, 2025 reporting first quarter 2025 results (quarter ended May 24, 2025). Sales were $45.1 billion versus $45.3 billion a year earlier, which included $917 million from Kroger Specialty Pharmacy sales. Operating profit was $1,322 million compared with $1,294 million, and diluted EPS was $1.29, flat year over year. Adjusted FIFO operating profit rose to $1,518 million from $1,499 million, and adjusted EPS was $1.49 versus $1.43. Identical sales without fuel increased 3.2%, and eCommerce sales increased 15%. Gross margin improved to 23.0% from 22.0%, driven primarily by the sale of Kroger Specialty Pharmacy, lower shrink and lower supply chain costs. The company recorded a $100 million impairment charge tied to the planned closing of approximately 60 stores over the next 18 months, which management says will not affect full-year guidance. Net total debt to adjusted EBITDA was 1.69, up from 1.25 a year earlier, and remains below the company's stated target range of 2.30 to 2.50. Kroger reiterated its $5 billion accelerated share repurchase program, expected to complete by fiscal third quarter 2025, followed by resumed open market repurchases under the remaining $2.5 billion authorization. Full-year 2025 guidance was mostly reaffirmed, with one update: identical sales without fuel were raised to 2.25% to 3.25%. Adjusted FIFO operating profit ($4.7 to $4.9 billion), adjusted EPS ($4.60 to $4.80), adjusted free cash flow ($2.8 to $3.0 billion) and capital expenditures ($3.6 to $3.8 billion) were unchanged. The CFO noted that the macroeconomic environment remains uncertain.

Jun 20, 2025 8-K

Leadership Changes

Kroger 8-K Report, Executive Changes (Mar 20, 2025)

The Kroger Co. filed this Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) to disclose compensation for its leadership change. As previously disclosed, on March 2, 2025, the Board of Directors appointed Ronald Sargent as interim Chief Executive Officer and Chairman of the Board. Under the interim role, Mr. Sargent will receive an annual base salary of $4,350,000, annualized for the duration of his service, along with a grant of 60,515 shares of restricted stock. The restricted shares vest one year from the date of the award. For investors, the filing's key facts are the interim leadership structure, in which one individual holds both the CEO and Chairman roles on an interim basis, and the specific compensation terms for that role. The filing does not discuss the company's operating or financial results.

Mar 20, 2025 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Mar 6, 2025)

The Kroger Co. (NYSE: KR) reported fourth quarter and fiscal 2024 results on March 6, 2025, and issued 2025 guidance, as furnished in Exhibit 99.1 press release. For the fourth quarter, sales were $34.3 billion versus $37.1 billion a year earlier (which included $2.7 billion from the 53rd week in 2023 and $737 million of Kroger Specialty Pharmacy sales), operating profit was $912 million, diluted EPS was $0.90, and adjusted EPS was $1.14. Identical sales without fuel increased 2.4%. For fiscal 2024, sales were $147.1 billion, operating profit was $3.8 billion, diluted EPS was $3.67, and adjusted FIFO operating profit was $4.7 billion. Identical sales without fuel rose 1.5%, and the company noted Ron Sargent as interim CEO. Capital allocation remained a central theme. Kroger initially repurchased 65.6 million shares in the quarter under a $5.0 billion accelerated share repurchase program, expected to finish no later than the third fiscal quarter of 2025, within a $7.5 billion authorization. The company has $2.5 billion of remaining capacity under that authorization. Net total debt to adjusted EBITDA was 1.79 on a 52-week basis, compared with 1.33 a year earlier, against a target range of 2.30 to 2.50. Long-term debt rose to $17.7 billion from $12.0 billion. For 2025, Kroger guided to identical sales without fuel of 2.0% to 3.0%, adjusted FIFO operating profit of $4.7 to $4.9 billion, adjusted diluted EPS of $4.60 to $4.80, adjusted free cash flow of $2.8 to $3.0 billion, and capital expenditures of $3.6 to $3.8 billion, with net interest expense expected between $650 and $675 million.

Mar 6, 2025 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Kroger 8-K Report, Financial Results (Mar 3, 2025)

Kroger's 8-K reports that Chairman and CEO Rodney McMullen has resigned, effective immediately, following a Board investigation into his personal conduct. The Board states the conduct is not related to the Company's financial performance, operations or reporting, and did not involve any Kroger associates. Lead Director Ronald Sargent has been appointed interim Chief Executive Officer and Chairman of the Board, and the Board has formed a Search Committee and engaged a nationally recognized firm to find a permanent CEO. Mark Sutton was named Lead Director. McMullen will forfeit all unvested equity awards under the 2019 Long-Term Incentive Plan and will not receive a 2024 bonus, but will keep awards that are fully vested or whose performance period is complete. In a press release furnished under Item 7.01, Kroger also previewed preliminary full-year 2024 results. The Company expects full-year Identical Sales without fuel to be at the high end of its guidance range and full-year Adjusted Earnings Per Share to be slightly above the high end of that range. Full fourth-quarter and full-year 2024 results, along with full-year 2025 guidance, will be reported on Thursday, March 6, 2025, with a conference call at 10:00 a.m. ET. For investors, the key near-term items are the leadership transition, the timing of the CEO search, and the March 6 earnings release, which will provide the first full-year 2025 guidance. The filing does not state any financial impact of the resignation beyond the forfeiture of unvested equity and the 2024 bonus.

Mar 3, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

Kroger 8-K Report, Executive Changes (Feb 13, 2025)

The Kroger Co. (NYSE: KR) announced a CFO succession plan on February 12, 2025. David Kennerley, currently Senior Vice President and Chief Financial Officer for PepsiCo Europe, was appointed Senior Vice President and Chief Financial Officer of Kroger, effective April 3, 2025. He joins Kroger on March 10, 2025 as Senior Vice President. Todd Foley, the Interim Chief Financial Officer, will continue in that role until April 3, 2025, then remain a Senior Vice President to support the senior leadership team until his retirement at the end of the first quarter. Kennerley's compensation package, as described in the filing, includes an annual base salary of $800,000, an annual incentive bonus target of $800,000, a one-time cash bonus of $1.35 million paid on a predetermined schedule over his first year, and a one-time grant of $2.8 million in restricted shares vesting ratably over three years, to be awarded in March 2025. He is also eligible for an annual long-term equity grant in March 2025 vesting over four years and performance unit awards under Kroger's Long-Term Incentive Plan, with a current total target value of $3.1 million for these equity awards. The filing describes a planned, orderly leadership transition rather than an unplanned departure. The filing states there are no family relationships or arrangements between Kennerley and any other person tied to his appointment, and no reportable related-party transactions under Item 404(a) of Regulation S-K. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 13, 2025 8-K

Financial Events

Kroger 8-K Report, Triggering Event (Dec 13, 2024)

On December 11, 2024, The Kroger Co. delivered a notice to Albertsons Companies, Inc. terminating the previously announced Agreement and Plan of Merger dated October 13, 2022, among Kroger, Albertsons and Kettle Merger Sub, Inc. In connection with that termination, Kroger is required under the indenture governing its SMR Notes to redeem those notes. The SMR Notes consist of $1,000,000,000 of 4.700% Senior Notes due 2026, $1,000,000,000 of 4.600% Senior Notes due 2027, $1,400,000,000 of 4.650% Senior Notes due 2029 and $1,300,000,000 of 4.900% Senior Notes due 2031. Kroger issued a notice of special mandatory redemption on December 12, 2024, and will redeem the SMR Notes on December 18, 2024 at 101% of principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. The filing states that it does not itself constitute a notice of redemption. The filing is made under Item 2.04, which covers triggering events that accelerate or increase a direct financial obligation. The filing's forward-looking statements caution that the termination of the merger agreement and the related divestiture plan may affect Kroger's sales, earnings, and adjusted free cash flow goals, alongside the other risks listed in the filing.

Dec 13, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Kroger 8-K Report, Agreement Terminated (Dec 11, 2024)

On December 11, 2024, The Kroger Co. delivered a notice to Albertsons Companies, Inc. terminating the Agreement and Plan of Merger dated October 13, 2022. The termination followed a December 10, 2024 preliminary injunction from the U.S. District Court for the District of Oregon, which enjoined consummation of the merger in the FTC's suit against Kroger and Albertsons. Kroger also notified Albertsons that a December 10, 2024 termination letter from Albertsons was not effective, and that Kroger has no obligation to pay the Parent Termination Fee because Albertsons failed to perform and comply in all material respects with its covenants under the merger agreement. The accompanying press release states that Kroger determined it is no longer in its best interests to pursue the merger. Kroger announced a new share repurchase authorization of up to $7.5 billion of common stock, replacing its existing $1 billion authorization from September 2022, and intends to enter an accelerated share repurchase agreement for approximately $5 billion. Kroger says it will resume share repurchases after a more than two-year pause and that it remains committed to maintaining its investment-grade debt rating. Kroger will also begin the process of redeeming $4.7 billion of senior notes issued on August 27, 2024, which carry a special mandatory redemption provision, at 101% of principal plus accrued and unpaid interest. Kroger has terminated its exchange offers and consent solicitation for Albertsons-issued notes, so the proposed amendments to those indentures will not become operative. The company plans an Investor Day in late spring 2025 to update its strategic priorities and long-term financial outlook.

Dec 11, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Dec 6, 2024)

The Kroger Co. (KR) filed this Form 8-K under Item 8.01 (Other Events) to report that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date for the related consent solicitations, which seek to adopt proposed amendments to the ACI indentures solely for the Unconsented Series, was also extended. The Expiration Date moved from 5:00 p.m. New York City time on December 9, 2024 to 5:00 p.m. New York City time on December 13, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary would merge with ACI, leaving ACI as a direct, wholly owned subsidiary of Kroger. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar 2024. Settlement of the exchange offers is expected promptly after the Expiration Date and on or promptly after the merger closing date. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed for those series. The Proposed Amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the Expiration Date, but consents may not be withdrawn.

Dec 6, 2024 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Dec 5, 2024)

The Kroger Co. reported third quarter 2024 results on December 5, 2024, and narrowed its full-year 2024 guidance ranges. Total company sales were $33.6 billion, compared to $34.0 billion a year earlier, reflecting the sale of Kroger Specialty Pharmacy and lower fuel sales. Identical sales without fuel increased 2.3%, operating profit was $828 million (versus $912 million), and diluted EPS was $0.84, while adjusted EPS was $0.98 and adjusted FIFO operating profit was $1,017 million. Management highlighted growth in digital sales of 11% and in total and loyal households. Kroger has paused its share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons. The net total debt to adjusted EBITDA ratio was 1.21 versus 1.40 a year earlier, against a target range of 2.30 to 2.50. Management noted that the merger is subject to ongoing court rulings in a regulatory challenge, and it stated its commitment to closing the transaction. Full-year guidance was narrowed: identical sales without fuel is now 1.20% to 1.50% (from 0.75% to 1.75%), adjusted FIFO operating profit is $4.6 to $4.7 billion (from $4.6 to $4.8 billion), and adjusted EPS is $4.35 to $4.45 (from $4.30 to $4.50). Adjusted free cash flow and capital expenditure guidance were unchanged. The Kroger Specialty Pharmacy sale closed on October 4, 2024, for $464 million. Management said it reduced third-quarter sales by approximately $340 million and will lower annualized sales by approximately $3 billion, with no material effect on operating profit. The filing also discloses year-to-date merger-related costs of $509 million pre-tax (in OG&A) and a net total debt of $9.478 billion as of November 9, 2024, after $10.5 billion of new long-term debt issuance in the year.

Dec 5, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Dec 2, 2024)

On December 2, 2024, The Kroger Co. announced it has extended the expiration date of its exchange offers for any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date for the exchange offers and the related consent solicitations was moved from 5:00 p.m. New York City time on December 3, 2024 to 5:00 p.m. New York City time on December 9, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary would merge with ACI, leaving ACI as a direct, wholly owned subsidiary of Kroger. The merger condition cannot be waived by Kroger, and the filing states that the merger is expected to close in the fourth quarter of calendar 2024. The merger's closing is not conditioned on completion of the exchange offers or consent solicitations. Settlement is expected promptly after the expiration date, on or about the merger closing date if other conditions are met. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the proposed amendments were executed. Those amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the expiration date, but consents may not. The offers are made privately and only to eligible holders, and the Kroger notes are unregistered under the Securities Act.

Dec 2, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Nov 25, 2024)

On November 25, 2024, The Kroger Co. announced that it has extended the expiration date of its exchange offers and consent solicitations related to outstanding notes issued by Albertsons Companies, Inc. (ACI) and related issuing entities. The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date was moved from 5:00 p.m. New York City time on November 26, 2024 to 5:00 p.m. New York City time on December 3, 2024, and may be further extended. The exchange offers and consent solicitations are tied to the pending merger in which a wholly owned Kroger subsidiary will merge with ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The filing states that the closing of the merger is not conditioned upon completion of the exchange offers or consent solicitations. The merger is expected to close during the fourth quarter of calendar 2024, and settlement of the exchange offers is expected on or promptly after the expiration date and on or about the merger closing date. Regarding the proposed amendments to the ACI indentures, consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed for that series. The amendments will become operative only upon settlement of the exchange offers for the Unconsented Series. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn through that mechanism. The filing references Exhibit 99.1, a press release dated November 25, 2024, and the offering is made privately to eligible holders.

Nov 25, 2024 8-K

Leadership Changes

Kroger 8-K Report, Executive Changes (Nov 22, 2024)

The Kroger Co. filed a Current Report on Form 8-K dated November 22, 2024 under Item 5.02, disclosing a leadership change in its executive team. On November 19, 2024, Stuart Aitken, Senior Vice President and Chief Merchant and Marketing Officer, notified the company of his intention to resign from his position, effective January 1, 2025, to pursue other professional opportunities. The filing is narrow in scope and does not report financial results, guidance, or other financial metrics. Its significance for investors lies in the departure of a senior executive responsible for merchandising and marketing, a function that bears on the company's competitive positioning in grocery retail. The filing does not name a successor or describe any transition arrangements. The disclosure is a routine executive-departure notice. Investors may wish to monitor subsequent company announcements regarding a replacement or a reorganization of the merchandising and marketing function, as well as any related updates in future filings.

Nov 22, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Nov 19, 2024)

On November 19, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and related consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related ACI issuing entities. The exchange offers cover any and all outstanding ACI Notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The Expiration Date moved from 5:00 p.m. New York City time on November 20, 2024 to 5:00 p.m. New York City time on November 26, 2024, and may be further extended. The consent solicitations seek to adopt proposed amendments to the ACI indentures, solely with respect to the Unconsented Series. The filing states that as of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures were executed. The proposed amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date. The exchange offers are conditioned on the closing of Kroger's merger with ACI, in which ACI would survive as a direct, wholly owned subsidiary of Kroger. The filing states the merger is expected to close in the fourth quarter of calendar 2024. The merger closing is not conditioned on completion of the exchange offers or consent solicitations. Tenders of ACI Notes may be withdrawn at or before the Expiration Date, but consents may not be withdrawn.

Nov 19, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Nov 13, 2024)

On November 13, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related ACI issuing entities. The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date moved from 5:00 p.m. New York City time on November 14, 2024 to 5:00 p.m. New York City time on November 20, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary will merge with ACI, with ACI surviving as a wholly owned subsidiary of Kroger. The offers are conditioned on the merger closing, a condition Kroger cannot waive, but the merger closing is not conditioned on completion of the exchange offers. Kroger expects the merger to close in the fourth quarter of calendar 2024. Settlement is expected promptly after the expiration date, on or about the merger closing date. The filing states that as of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. Those amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn through that route.

Nov 13, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Nov 6, 2024)

On November 6, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (NYSE:ACI) and related issuing entities. The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date moved from 5:00 p.m. New York City time on November 7, 2024 to 5:00 p.m. New York City time on November 14, 2024, and may be further extended. The exchange offers and consent solicitations are conditioned on the closing of the merger in which a wholly owned Kroger subsidiary merges with and into ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The merger condition cannot be waived by Kroger, while certain other conditions can be waived. The press release states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar year 2024. Consents to the proposed amendments to the ACI indentures were received as of August 29, 2024 for the Consented Series, and supplemental indentures were executed. The amendments become operative only upon settlement of the exchange offers, which is expected promptly after the expiration date and on or about the merger closing date. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn. Other terms remain unchanged.

Nov 6, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 31, 2024)

The Kroger Co. filed this Form 8-K under Item 8.01 (Other Events) to report that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related subsidiaries, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date was moved from 5:00 p.m. New York City time on November 1, 2024 to 5:00 p.m. New York City time on November 7, 2024, and may be further extended. The consent solicitations seeking amendments to the ACI indentures were extended on the same schedule, solely with respect to the Unconsented Series. The exchange offers and consent solicitations are conditioned on the closing of the pending merger between a wholly owned Kroger subsidiary and ACI, with ACI surviving as a wholly owned subsidiary of Kroger. The filing states that this merger condition may not be waived by Kroger, while certain other conditions may be waived. The press release states that the closing of the merger is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar year 2024. The filing also states that, as of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. Those amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date. Tenders may be withdrawn at or before the Expiration Date, but consents may not.

Oct 31, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 25, 2024)

The Kroger Co. filed this Form 8-K on October 25, 2024 under Item 8.01 (Other Events) to report that it has extended the expiration date of its exchange offers and related consent solicitations for Albertsons Companies, Inc. (ACI) notes. The exchange offers cover any and all outstanding ACI notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date moves from 5:00 p.m. New York City time on October 28, 2024 to 5:00 p.m. New York City time on November 1, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary merges with ACI and ACI survives as a wholly owned Kroger subsidiary. The filing states that the merger is expected to close in the fourth quarter of calendar 2024. Consents for the Consented Series were received as of August 29, 2024, and supplemental indentures were executed, but the proposed amendments become operative only upon settlement of the exchange offers. Settlement is expected promptly after the expiration date, on or about the merger closing date. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn. The filing stresses that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, while the merger condition itself cannot be waived by Kroger. The offers are made only to eligible holders under a private offering exempt from Securities Act registration, and the Kroger notes have not been registered under the Securities Act.

Oct 25, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 21, 2024)

The Kroger Co. announced on October 21, 2024 that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. and related issuing entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date was moved from 5:00 p.m. New York City time on October 22, 2024 to 5:00 p.m. New York City time on October 28, 2024, and may be further extended. The Consent Solicitations seeking amendments to the Albertsons indentures for the Unconsented Series were extended on the same schedule. The exchange offers and consent solicitations are conditioned on the closing of Kroger's pending merger with Albertsons Companies, Inc., in which ACI would become a direct, wholly owned subsidiary of Kroger. The filing states that the merger condition may not be waived by Kroger, while the closing of the merger is not conditioned on completion of the exchange offers. The merger is expected to close in the fourth quarter of calendar year 2024, and settlement of the exchanges is expected on or promptly after the merger closing date. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. Those amendments become operative only upon settlement of the exchange offers. Tenders may be validly withdrawn at or before the Expiration Date, but consents delivered in the Consent Solicitations may not be withdrawn in that manner.

Oct 21, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 15, 2024)

The Kroger Co. announced on October 15, 2024 that it has extended the expiration date of its Exchange Offers for any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date moved from 5:00 p.m. New York City time on October 16, 2024 to 5:00 p.m. New York City time on October 22, 2024, and may be further extended. The Consent Solicitations seeking to adopt Proposed Amendments to the ACI indentures were extended on the same schedule, solely for the Unconsented Series. The Proposed Amendments already have consents for the Consented Series and will only become operative upon settlement of the Exchange Offers. The Exchange Offers and Consent Solicitations are conditioned on the closing of the pending merger of a Kroger subsidiary with and into ACI, which Kroger cannot waive. The filing states that the merger closing is not conditioned on completion of the Exchange Offers or Consent Solicitations. The merger is expected to close in the fourth quarter of calendar year 2024, and settlement is expected to occur promptly after the Expiration Date or on or about the merger closing date. Tenders may be withdrawn at or before the Expiration Date, but consents may not be withdrawn. The offers were made under a confidential offering memorandum dated August 15, 2024, in a private offering, and the Kroger Notes have not been registered under the Securities Act of 1933. The filing also includes forward-looking statements that flag risks, including the completion of the merger, the regulatory approvals, and pending litigation challenging the merger.

Oct 15, 2024 8-K

Material AgreementsExhibits & Filings

Kroger 8-K Report, Material Agreement (Oct 9, 2024)

On October 8, 2024, The Kroger Co. entered into two amendments tied to its previously announced merger with Albertsons Companies, Inc. (ACI). The first, the RCF Amendment, amends its Credit Agreement dated September 13, 2024 so that the additional $2.25 billion of revolving commitments to be made available upon closing of the Merger, and the ability to draw $750 million of loans on the closing date to fund part of the merger consideration, would not terminate on the Merger Agreement's "Outside Date." The second, the Term Loan Amendment, amends the Term Loan Credit Agreement dated November 9, 2022 so that its commitments would likewise not terminate on the Outside Date. The amendments are financing-related protections for the Merger, which is governed by an Agreement and Plan of Merger dated October 13, 2022 among Kroger, Kettle Merger Sub, Inc. and Albertsons Companies, Inc. Under the Merger, ACI would survive as a wholly owned subsidiary of Kroger. The filing does not state the Outside Date itself or any new Merger timing. The filing also notes that parties to the amendments and their affiliates provide banking, investment banking and other financial services to the Company from time to time. The filing is brief and its exhibits (Amendment No. 1 to the Credit Agreement and Amendment No. 3 to the Term Loan Credit Agreement) are filed herewith. Investors should view these changes as preserving committed financing for the Merger beyond the Outside Date, rather than as a change to the Merger's economic terms.

Oct 9, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 8, 2024)

The Kroger Co. filed this Form 8-K on October 8, 2024 under Item 8.01 (Other Events) to report that it extended the expiration date of its exchange offers and related consent solicitations for Albertsons Companies, Inc. (ACI) notes. The exchange offers cover any and all outstanding ACI Notes for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date moved from 5:00 p.m. New York City time on October 9, 2024 to 5:00 p.m. New York City time on October 16, 2024, and may be extended further. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary merges with ACI and ACI survives as a direct, wholly owned subsidiary of Kroger. The filing states the merger is expected to close in the fourth quarter of calendar 2024. Its closing is not conditioned on completion of the exchange offers or consent solicitations, and the merger condition cannot be waived by Kroger. Requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. The amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date. The offers are made privately only to eligible holders (qualified institutional buyers or non-U.S. persons under Regulation S), and the Kroger notes have not been registered under the Securities Act of 1933. Tenders may be withdrawn at or before the Expiration Date, but consents may not. The filing attaches a press release dated October 8, 2024 as Exhibit 99.1.

Oct 8, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Oct 2, 2024)

The Kroger Co. filed this Form 8-K under Item 8.01 (Other Events) to report that it has extended the expiration date of its exchange offers and consent solicitations for Albertsons Companies, Inc. (ACI) notes. The exchange offers cover any and all outstanding ACI notes, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date moved from 5:00 p.m. New York City time on October 3, 2024 to 5:00 p.m. New York City time on October 9, 2024, and may be further extended. The offers and solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary would merge into ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The Merger is expected to close in the fourth quarter of calendar year 2024. The press release states that the Merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the Merger condition cannot be waived by Kroger. Settlement is expected promptly after the Expiration Date, on or about the Merger closing date if the other conditions are met. As of August 29, 2024, the requisite consents were received to adopt the proposed amendments for the Consented Series, and supplemental indentures were executed. The amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the Expiration Date, but consents may not.

Oct 2, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Sep 26, 2024)

On September 26, 2024, The Kroger Co. announced it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date for the exchange offers and the related consent solicitations was moved from 5:00 p.m. New York City time on September 27, 2024 to 5:00 p.m. New York City time on October 3, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a wholly owned Kroger subsidiary merges with ACI, with ACI surviving as a direct, wholly owned subsidiary of Kroger. The offers are conditioned on the merger closing, a condition Kroger may not waive, along with certain other conditions Kroger may waive. The merger closing is not conditioned on completion of the exchange offers or consent solicitations. The merger is expected to close in the fourth quarter of calendar 2024. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the proposed amendments were executed. The amendments become operative only upon settlement of the exchange offers, which is expected promptly after the Expiration Date. Tenders may be withdrawn until the Expiration Date, but consents may not be withdrawn. All other terms remain unchanged.

Sep 26, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Sep 20, 2024)

On September 20, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related issuing entities, covering up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date moves from 5:00 p.m. New York City time on September 23, 2024 to 5:00 p.m. New York City time on September 27, 2024, and may be further extended. The exchange offers and consent solicitations are tied to Kroger's pending merger with ACI, in which a Kroger subsidiary merges into ACI, leaving ACI as a wholly owned direct subsidiary of Kroger. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations, and that the merger is expected to close in the fourth quarter of calendar 2024. Settlement of the exchange offers is expected promptly after the expiration date, or on or about the merger closing date if the other conditions have been satisfied or waived. As of August 29, 2024, the requisite consents were received for the Consented Series, and supplemental indentures implementing the proposed amendments were executed. Those amendments become operative only upon settlement of the exchange offers. Tenders may be withdrawn at or before the expiration date, but consents may not be withdrawn in this manner.

Sep 20, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Sep 16, 2024)

On September 16, 2024, The Kroger Co. announced it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related issuing entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The expiration date moves from 5:00 p.m. New York City time on September 17, 2024 to 5:00 p.m. New York City time on September 23, 2024, and may be further extended. The offers are tied to Kroger's pending merger with ACI, in which a Kroger subsidiary merges with ACI and ACI survives as a wholly owned Kroger subsidiary. The Merger is expected to close in the fourth quarter of calendar year 2024. The filing states that requisite consents were received as of August 29, 2024 for the Consented Series, and supplemental indentures implementing the Proposed Amendments were executed. The Proposed Amendments become operative only upon settlement of the Exchange Offers, which is expected promptly after the Expiration Date. Tenders may be withdrawn at or before the Expiration Date, but consents may not. Settlement is expected on or promptly after the Merger closing date, and the filing states the Merger closing is not conditioned on completion of the Exchange Offers or Consent Solicitations. The filing also notes that the Merger condition may not be waived by Kroger, while certain other conditions may be waived. Forward-looking statements flag risks including the Merger's consummation on the anticipated timeline, required regulatory approvals, and pending litigation challenging the Merger. The offers are made only to eligible holders (qualified institutional buyers or non-U.S. persons) under a private offering exempt from Securities Act registration, and the Kroger Notes have not been registered under the Securities Act.

Sep 16, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Kroger 8-K Report, Material Agreement (Sep 13, 2024)

On September 13, 2024, The Kroger Co. entered into a Credit Agreement for a $5.0 billion unsecured revolving credit facility among the Company, the lenders party thereto, Wells Fargo Bank, National Association and Citibank, N.A. as co-administrative agents, and Wells Fargo Bank, National Association as paying agent. Of the total, $2.75 billion of commitments were made available at signing, and an additional $2.25 billion will become available upon closing of the previously announced merger of a Kroger subsidiary with and into Albertsons Companies, Inc. ("ACI"), with ACI surviving as a wholly owned subsidiary. Up to $750.0 million may be drawn on the merger closing date to fund a portion of the cash consideration. Borrowings bear interest at rates that vary by loan type and the Company's debt rating, and the facility includes a leverage ratio financial covenant along with other customary covenants and events of default. The same day, Kroger amended its Term Loan Credit Agreement dated November 9, 2022, as previously amended by Amendment No. 1 dated July 26, 2024. The amendment changes the definition of Consolidated EBITDA and certain other financial definitions used in the term loan's financial covenant calculation, and it amends the subsidiary debt covenant. The filing states that certain parties to both agreements and their affiliates provide banking, investment banking and other financial services to the Company from time to time. For investors, the filing primarily documents new committed liquidity and changes to debt covenant terms tied to the pending Albertsons merger, which is governed by an Agreement and Plan of Merger dated October 13, 2022. The filing itself does not provide the merger's current status beyond referring to it as previously announced.

Sep 13, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Sep 12, 2024)

The Kroger Co. filed this Form 8-K on September 11, 2024 under Item 8.01 (Other Events) to report that it extended the expiration date of its exchange offers and consent solicitations for notes issued by Albertsons Companies, Inc. (ACI) and related issuers. The exchange offers cover up to $7,441,608,000 aggregate principal amount of new Kroger notes plus cash. The expiration date moved from 5:00 p.m. New York City time on September 13, 2024 to 5:00 p.m. New York City time on September 17, 2024, and may be extended further. The offers are tied to Kroger's pending merger with ACI, in which a Kroger subsidiary merges with ACI and ACI survives as a wholly owned Kroger subsidiary. The exchange offers and consent solicitations are conditioned on the merger closing, which Kroger cannot waive, and the merger is expected to close in the fourth quarter of calendar year 2024. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations. As of 5:00 p.m. on September 11, 2024, holders had validly tendered substantial portions of many ACI note series. Requisite consents were received as of August 29, 2024 for the Consented Series, and the related supplemental indentures become operative only upon settlement of the exchange offers. Series that have not received requisite consents, the Unconsented Series, show lower tender levels in several cases.

Sep 12, 2024 8-K

Earnings & ResultsExhibits & Filings

Kroger 8-K Report, Financial Results (Sep 12, 2024)

The Kroger Co. (NYSE: KR) furnished a press release with this Form 8-K reporting its second quarter 2024 results, which ended August 17, 2024. Sales were $33.9 billion, flat with the prior-year quarter, and identical sales without fuel increased 1.2%. Operating profit was $815 million, compared with an operating loss of $479 million in the second quarter of 2023, which included a $1.4 billion opioid settlement charge. Diluted EPS was $0.64, and Adjusted EPS was $0.93, versus $0.96 a year earlier. Adjusted FIFO operating profit was $984 million, compared with $989 million in the prior-year quarter. The FIFO gross margin rate, excluding fuel, increased 42 basis points, while the OG&A rate, excluding fuel and adjustment items, increased 65 basis points. Kroger reaffirmed its full-year 2024 guidance for Adjusted FIFO operating profit of $4.6 to $4.8 billion, Adjusted EPS of $4.30 to $4.50, and Adjusted free cash flow of $2.5 to $2.7 billion. It updated identical sales without fuel guidance to 0.75% to 1.75%, raising the low end by 50 basis points, and set capital expenditures at $3.6 to $3.8 billion. The company reported a net total debt to adjusted EBITDA ratio of 1.24, versus 1.31 a year earlier, against a target range of 2.30 to 2.50. It has paused share repurchases to prioritize de-leveraging following the proposed merger with Albertsons, and it expects to continue paying its quarterly dividend. A subsequent event disclosed in the release is a completed $10.5 billion debt offering. Its net proceeds are expected to partially fund the cash consideration for the proposed Albertsons merger, and a portion is subject to special mandatory redemption if the merger does not close. Management said it remains committed to closing the merger, noting that the FTC's preliminary injunction hearing was nearing its close.

Sep 12, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Aug 29, 2024)

The Kroger Co. reported under Item 8.01 (Other Events) the early participation results of its offers to exchange any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash, along with consent solicitations to adopt proposed amendments to the ACI indentures. As of 5:00 p.m. New York City time on August 28, 2024, $6,819,427,000 aggregate principal amount of ACI Notes had been validly tendered and not withdrawn, representing approximately 91.64% of the total ACI Notes outstanding. The requisite consents were received for certain series (the Consented Series), and the applicable ACI issuing entities executed supplemental indentures that become operative only upon settlement of the exchange offers. Kroger announced amendments and waivers to the offers. It waived the condition that requisite consents be received for each series, so it plans to accept all validly tendered ACI Notes, including those of both consented and unconsented series. The exchange consideration was amended to $1,000 of new Kroger notes for each $1,000 of ACI Notes tendered, with no VOI number required, and the consent payment of $1.00 per $1,000 principal amount remains payable to holders who consented before the early participation date. The offers expire at 5:00 p.m. New York City time on September 13, 2024, unless extended, with settlement expected on or promptly after the closing of the merger between a Kroger subsidiary and ACI. The filing states that the merger closing is not conditioned on completion of the exchange offers or consent solicitations. The exchange offers and consent solicitations are being made privately to eligible holders under Rule 144A and Regulation S, and the new Kroger notes have not been registered under the Securities Act of 1933. The filing also attaches a press release dated August 29, 2024 as Exhibit 99.1.

Aug 29, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Aug 27, 2024)

The Kroger Co. filed this Form 8-K to report the issuance of seven series of senior notes under its Form S-3 shelf registration (No. 333-265130, filed May 20, 2022). The company priced the offering under a Prospectus Supplement dated August 20, 2024, and executed an Underwriting Agreement and a Pricing Agreement on that date with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as representatives of the underwriters. The Notes consist of $1.0 billion of 4.700% Senior Notes due 2026, $1.0 billion of 4.600% Senior Notes due 2027, $1.4 billion of 4.650% Senior Notes due 2029, $1.3 billion of 4.900% Senior Notes due 2031, $2.2 billion of 5.000% Senior Notes due 2034, $2.1 billion of 5.500% Senior Notes due 2054, and $1.5 billion of 5.650% Senior Notes due 2064. The notes are governed by a Base Indenture dated June 25, 1999 with U.S. Bank Trust Company, National Association (formerly Firstar Bank, National Association), as Trustee, as supplemented by a Fiftieth Supplemental Indenture dated August 27, 2024. For investors, the filing is primarily a debt-financing disclosure. It sets out the coupon rates and maturities of each tranche, which range from 2026 to 2064, and it attaches the underwriting, pricing, indenture, and legal opinion documents. The filing does not itself describe the use of proceeds or the company's financial results.

Aug 27, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Aug 19, 2024)

The Kroger Co. filed this Form 8-K on August 19, 2024 under Item 8.01 (Other Events) to include, as Exhibit 23.1, a consent of Deloitte & Touche LLP. The consent covers the firm's reports dated April 22, 2024 on the consolidated financial statements of Albertsons Companies, Inc. and subsidiaries and on the effectiveness of Albertsons' internal control over financial reporting. Those reports appear in Albertsons' Annual Report on Form 10-K for the 52 weeks ended February 24, 2024, which is incorporated by reference into Kroger's registration statement on Form S-3 (File No. 333-265130). The filing is administrative in nature and does not report new financial results, operating developments, or changes in Kroger's business. Its purpose is to keep Kroger's shelf registration current with the auditor's consent relating to Albertsons' audited financial statements. The Exhibit list also includes a Cover Page Interactive Data File (Exhibit 104), with cover page XBRL tags embedded in the Inline XBRL document. For investors, the filing carries no direct earnings, guidance, or capital structure implications. It is primarily relevant to those tracking Kroger's registration filings and the Albertsons financial information incorporated by reference.

Aug 19, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Aug 15, 2024)

The Kroger Co. filed this Form 8-K on August 15, 2024 to report that it has commenced private exchange offers and consent solicitations for any and all outstanding notes issued by Albertsons Companies, Inc. (ACI) and related entities, for up to $7,441,608,000 aggregate principal amount of new Kroger notes and cash. The offers are being made in connection with the previously announced merger agreement dated October 13, 2022, under which Kettle Merger Sub, Inc. will merge into ACI, with ACI surviving as a wholly owned subsidiary of Kroger. The exchange offers and consent solicitations are conditioned on completion of the merger, and the merger itself is not conditioned on the exchange offers. The consent solicitations seek to adopt proposed amendments to the ACI indentures that would eliminate substantially all restrictive covenants, certain Events of Default, the reporting covenant, merger and asset-conveyance restrictions, the subsidiary guarantee covenant, and change-of-control repurchase obligations. Eligible holders who tender by the Early Participation Date of 5:00 p.m. New York City time on August 28, 2024 would receive total consideration per $1,000 principal amount of $970 in Kroger notes as exchange consideration, a $30 early participation premium in Kroger notes, and a $1.00 cash consent payment. Holders tendering after that date and before the Expiration Date of 5:00 p.m. New York City time on September 13, 2024 would receive only the exchange consideration. The filing states the merger is expected to close in the fourth quarter of calendar 2024. For investors, the key points are the scale of the debt exchange, the consent-driven removal of protective covenants from the ACI notes if the requisite consents are obtained, and the dependence of the entire transaction on the merger closing. The exchange is structured as a private offering to eligible holders only, and the new Kroger notes carry the same interest rates, maturities, and redemption terms as the corresponding ACI notes.

Aug 15, 2024 8-K

Other EventsExhibits & Filings

Kroger 8-K Report, Corporate Update (Aug 15, 2024)

The Kroger Co. filed this Form 8-K under Item 8.01 (Other Events) to provide unaudited pro forma condensed combined financial information for its proposed Merger with Albertsons Companies, Inc. under the Agreement and Plan of Merger dated October 13, 2022. Under the Merger Agreement, Albertsons Class A shareholders will receive $27.25 per share in cash, after adjusting for a $6.85 per share special dividend paid January 20, 2023. The estimated Merger Consideration is $15,891 million, comprising $15,778 million in cash and $113 million in non-cash consideration for converted equity awards, implying an enterprise value of $23,540 million including Kroger's assumption of approximately $7,649 million of Albertsons' remaining net debt. The pro forma information also reflects planned divestitures to C&S Wholesale Grocers LLC of 579 stores, the QFC, Mariano's and Carrs banners, the Haggen banner, eight distribution centers and other assets, for cash consideration of approximately $2,761 million. The divestitures remain subject to customary closing conditions, including FTC clearance. The pro forma financing reflects $14,750 million of new indebtedness, including $4,750 million of term loans and $10,000 million of expected long-term indebtedness, along with an Albertsons notes exchange offer. The pro forma statements are presented for informational purposes only and do not include integration costs, cost savings or revenue opportunities. For the first quarter ended May 25, 2024, pro forma net earnings attributable to The Kroger Co. were $740 million, or $1.00 per diluted share, compared with Kroger's historical $947 million, or $1.29 per diluted share. For the year ended February 3, 2024, pro forma net earnings attributable to The Kroger Co. were $1,312 million, or $1.78 per diluted share, compared with Kroger's historical $2,164 million, or $2.96 per diluted share. Investors should note that the pro forma figures are preliminary and that the financing assumptions could materially change pro forma interest expense and net earnings if the Bridge Facility is used instead of expected long-term debt.

Aug 15, 2024 8-K

Shareholder Matters

Kroger 8-K Report, Shareholder Vote Results (Jun 28, 2024)

The Kroger Co. reported results from its 2024 Annual Meeting of Shareholders, held June 27, 2024, with 727,594,870 common shares issued and outstanding as of the April 30, 2024 record date. Shareholders elected all eleven director nominees to serve until the 2025 annual meeting, including Nora A. Aufreiter, Kevin M. Brown, Elaine L. Chao, Anne Gates, Karen M. Hoguet, W. Rodney McMullen, Clyde R. Moore, Ronald L. Sargent, J. Amanda Sourry Knox, Mark S. Sutton, and Ashok Vemuri. Each director received more For votes than Against votes, though several nominees had Against votes exceeding 40 million, such as McMullen (43,889,043) and Sargent (39,311,771) at the higher end of opposition, and Moore drew the most Against votes at 51,141,407. Shareholders approved the company's executive compensation on an advisory basis, with 518,273,327 votes For and 49,641,585 Against. They also ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2024, with 566,945,808 For and 66,419,367 Against. Shareholders rejected all five shareholder proposals, covering a report on public health costs from tobacco sales, listing charitable contributions of $10,000 or more, a living wage policy, and a just transition report. The tobacco proposal received 64,117,589 For votes against 499,568,269 Against. The filing is a routine governance disclosure under Item 5.07 and reports no financial results, transactions, or changes in guidance. Its main significance for investors is that shareholder support for management's positions and for the auditor was maintained while opposition to certain director nominees and the executive compensation proposal was visible.

Jun 28, 2024

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