01—Abstract
Summary
Summary of the 8-K filed October 5, 2026. Cited figures are marked; the original filing is the authoritative source.
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 $650,000,000a 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 billionb 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.
02—Key points
Key Highlights
- Issued $650,000,000 of 5.800% Senior Notes due 2032 and $850,000,000 of 6.200% Senior Notes due 2036, totaling $1.5 billion in principal
- Offering made under Form S-3 shelf registration No. 333-295223 filed April 21, 2026 and a Prospectus Supplement dated September 28, 2026
- Underwriting Agreement and Pricing Agreement dated September 28, 2026 with Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives
- Notes issued under the 1999 Indenture with U.S. Bank Trust Company, National Association, as trustee, via supplemental indentures dated October 5, 2026
- Net proceeds expected to refinance debt maturing in October 2026 and for general corporate purposes
- Legal opinions from George H. Vincent, Esq. and Freshfields US LLP filed as Exhibits 5.1 and 5.2
03—Questions
Frequently Asked Questions
How much debt is Kroger issuing in this offering?
Kroger is issuing $650,000,000 of 5.800% Senior Notes due 2032 and $850,000,000 of 6.200% Senior Notes due 2036, for a combined $1.5 billion in principal.
What will Kroger use the proceeds for?
The Company expects to use the net proceeds to refinance debt that matures in October 2026 and for general corporate purposes.
Under what registration and documentation is the offering being made?
The notes are issued under Registration Statement No. 333-295223 on Form S-3, filed April 21, 2026, and a Prospectus Supplement dated September 28, 2026. The Underwriting Agreement and Pricing Agreement are dated September 28, 2026, and the Supplemental Indentures are dated October 5, 2026.
Who is trustee for the notes and under what indenture are they issued?
U.S. Bank Trust Company, National Association (formerly Firstar Bank, National Association) is trustee. The notes are issued under the Indenture dated June 25, 1999, as supplemented by the Fifty-First and Fifty-Second Supplemental Indentures.
Who are the underwriters or representatives for the offering?
Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC are the representatives of the several underwriters named in the Pricing Agreement.
04—Continue