KR

EX-99.1

2 tm2625060d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

Kroger Reports Second Quarter 2026 Results

and Updates Guidance for 2026

Second Quarter Highlights

·Identical Sales without fuel increased 0.2%

·Operating Profit of $971 million; EPS of $1.05

·Adjusted FIFO Operating Profit of $1,076 million and Adjusted EPS of $1.09

·Adjusted eCommerce sales grew +20%1; Kroger Precision Marketing profit grew +24%

CINCINNATI, September 11, 2026 – The Kroger Co. (NYSE: KR) today reported results for its second quarter ended August 15, 2026. Kroger reaffirmed its full-year adjusted net earnings per diluted share guidance, lowered its full-year 2026 identical sales without fuel guidance, and shared progress on key priorities.

Comments from CEO Greg Foran

“Kroger delivered a solid second quarter, with adjusted EPS growth of 5 percent. I am pleased with the progress we are making. Our teams kept driving value for customers, improving execution in our stores, growing eCommerce profitably and managing costs with discipline. Improving sales momentum remains a top priority. While there is more work to do, I am confident in our plan to become America's favorite grocer."

1 Adjusted eCommerce sales exclude the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.

1

Second Quarter Financial Results

2Q26

($ in millions; except EPS)

2Q25

($ in millions; except EPS)

ID Sales(1) (Table 4) 0.2% 3.4%

Earnings Per Share $1.05 $0.91

Adjusted EPS (Table 6) $1.09 $1.04

Operating Profit $971 $863

Adjusted FIFO Operating Profit (Table 7) $1,076 $1,091

Gross Margin (Table 8) 22.4% 22.5%

FIFO Gross Margin Rate(2) Increased 13 basis points

OG&A Rate(3) Increased 33 basis points

(1) Without fuel and includes an unfavorable 138 basis point impact from the Inflation Reduction Act.

(2) Without rent, depreciation and amortization, fuel and adjustment items, if applicable.

(3) Without fuel and adjustment items, if applicable.

Total company sales were $34.6 billion in the second quarter compared to $33.9 billion for the same period last year. Excluding fuel, the sale of Vitacost and the exit of certain fulfillment centers, sales increased 0.1% compared to the same period last year.

Gross margin was 22.4% of sales for the second quarter compared to 22.5% for the same period last year. The decrease in rate was primarily driven by the mix effect of higher fuel sales, higher shrink, higher transportation costs and greater value delivered for customers. These pressures were partially offset by improvement in eCommerce profitability and media, favorable pharmacy mix, sourcing initiatives, tariff refunds, the decreased LIFO charge and depreciation and amortization.

The FIFO gross margin rate, excluding rent, depreciation and amortization, and fuel increased 13 basis points compared to the same period last year. The improvement was primarily driven by improvement in eCommerce profitability and media, favorable pharmacy mix, sourcing initiatives and tariff refunds. These benefits were partially offset by higher shrink, higher transportation costs and greater value delivered for customers.

The LIFO charge for the quarter was $39 million, compared to a LIFO charge of $62 million for the same period last year.

The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 33 basis points compared to the same period last year. The increase was primarily attributable to planned investments in associate wages, increased health care costs, and sales deleverage, partially offset by lower incentive plan costs and ongoing productivity initiatives.

Capital Allocation

Kroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval.

Earlier this quarter, Kroger increased its dividend by 11%, marking the 20th consecutive year of dividend increases. Additionally, during the quarter, Kroger repurchased $1.0 billion in shares and year-to-date has repurchased $1.2 billion in shares under the $2 billion board authorization announced in December 2025. As of the end of the second quarter, approximately $800 million remains of the authorization, and Kroger expects to complete the remaining repurchases by the end of fiscal 2026.

2

Kroger’s net total debt to adjusted EBITDA ratio is 1.91, compared to 1.63 a year ago (Table 5). The company’s net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger’s strong balance sheet provides ample opportunities for the Company to invest in the business and enhance shareholder value.

Full-Year 2026 Guidance*

Adjusted Metric*

FY26

Guidance as of

June 18, 2026

FY26

Guidance a

EX-99.1

2 tm2625060d2_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

Kroger Reports Second Quarter 2026 Results

and Updates Guidance for 2026

Second Quarter Highlights

·Identical Sales without fuel increased 0.2%

·Operating Profit of $971 million; EPS of $1.05

·Adjusted FIFO Operating Profit of $1,076 million and Adjusted EPS of $1.09

·Adjusted eCommerce sales grew +20%1; Kroger Precision Marketing profit grew +24%

CINCINNATI, September 11, 2026 – The Kroger Co. (NYSE: KR) today reported results for its second quarter ended August 15, 2026. Kroger reaffirmed its full-year adjusted net earnings per diluted share guidance, lowered its full-year 2026 identical sales without fuel guidance, and shared progress on key priorities.

Comments from CEO Greg Foran

“Kroger delivered a solid second quarter, with adjusted EPS growth of 5 percent. I am pleased with the progress we are making. Our teams kept driving value for customers, improving execution in our stores, growing eCommerce profitably and managing costs with discipline. Improving sales momentum remains a top priority. While there is more work to do, I am confident in our plan to become America's favorite grocer."

1 Adjusted eCommerce sales exclude the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.

1

Second Quarter Financial Results

2Q26

($ in millions; except EPS)

2Q25

($ in millions; except EPS)

ID Sales(1) (Table 4) 0.2% 3.4%

Earnings Per Share $1.05 $0.91

Adjusted EPS (Table 6) $1.09 $1.04

Operating Profit $971 $863

Adjusted FIFO Operating Profit (Table 7) $1,076 $1,091

Gross Margin (Table 8) 22.4% 22.5%

FIFO Gross Margin Rate(2) Increased 13 basis points

OG&A Rate(3) Increased 33 basis points

(1) Without fuel and includes an unfavorable 138 basis point impact from the Inflation Reduction Act.

(2) Without rent, depreciation and amortization, fuel and adjustment items, if applicable.

(3) Without fuel and adjustment items, if applicable.

Total company sales were $34.6 billion in the second quarter compared to $33.9 billion for the same period last year. Excluding fuel, the sale of Vitacost and the exit of certain fulfillment centers, sales increased 0.1% compared to the same period last year.

Gross margin was 22.4% of sales for the second quarter compared to 22.5% for the same period last year. The decrease in rate was primarily driven by the mix effect of higher fuel sales, higher shrink, higher transportation costs and greater value delivered for customers. These pressures were partially offset by improvement in eCommerce profitability and media, favorable pharmacy mix, sourcing initiatives, tariff refunds, the decreased LIFO charge and depreciation and amortization.

The FIFO gross margin rate, excluding rent, depreciation and amortization, and fuel increased 13 basis points compared to the same period last year. The improvement was primarily driven by improvement in eCommerce profitability and media, favorable pharmacy mix, sourcing initiatives and tariff refunds. These benefits were partially offset by higher shrink, higher transportation costs and greater value delivered for customers.

The LIFO charge for the quarter was $39 million, compared to a LIFO charge of $62 million for the same period last year.

The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 33 basis points compared to the same period last year. The increase was primarily attributable to planned investments in associate wages, increased health care costs, and sales deleverage, partially offset by lower incentive plan costs and ongoing productivity initiatives.

Capital Allocation

Kroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval.

Earlier this quarter, Kroger increased its dividend by 11%, marking the 20th consecutive year of dividend increases. Additionally, during the quarter, Kroger repurchased $1.0 billion in shares and year-to-date has repurchased $1.2 billion in shares under the $2 billion board authorization announced in December 2025. As of the end of the second quarter, approximately $800 million remains of the authorization, and Kroger expects to complete the remaining repurchases by the end of fiscal 2026.

2

Kroger’s net total debt to adjusted EBITDA ratio is 1.91, compared to 1.63 a year ago (Table 5). The company’s net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger’s strong balance sheet provides ample opportunities for the Company to invest in the business and enhance shareholder value.

Full-Year 2026 Guidance*

Adjusted Metric*

FY26

Guidance as of

June 18, 2026

FY26

Guidance a

EX-99.1

2 tm2618219d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

Kroger Reports First Quarter 2026 Results

First Quarter Highlights

·Identical Sales without fuel increased 1.0%1

·Operating Profit of $1,407 million; EPS of $1.46

·Adjusted FIFO Operating Profit of $1,544 million and Adjusted EPS of $1.58

·Adjusted eCommerce sales grew +19%2; Kroger Precision Marketing profit grew over 20%

CINCINNATI, June 18, 2026 – The Kroger Co. (NYSE: KR) today reported its first quarter 2026 results, maintained 2026 guidance, and shared progress on key priorities.

Comments from CEO Greg Foran

“I joined Kroger because I believe it represents the best opportunity in retail. We serve millions of families every day, in our stores and online. We have the right stores in the right places, unmatched customer insights, and the ability to win. Our focus is clear: to become America's best grocer. We will measure ourselves against that every day.

We are pleased with our first quarter results, but we know there is more work to do. That is why we are building a culture that is never satisfied, with a constant focus on serving our customers better."

1 Excludes adjustment items. See table 4.

2 Adjusted eCommerce sales exclude the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost, and the discontinuation of Ship Marketplace.

1

First Quarter Financial Results

1Q26

($ in millions; except EPS)

1Q25

($ in millions; except EPS)

ID Sales(1) (Table 4) 1.0% 3.2%

Earnings Per Share $1.46 $1.29

Adjusted EPS (Table 6) $1.58 $1.49

Operating Profit $1,407 $1,322

Adjusted FIFO Operating Profit (Table 7) $1,544 $1,518

Gross Margin (Table 8) 22.7% 23.0%

FIFO Gross Margin Rate(2) Decreased 9 basis points

OG&A Rate(3) Increased 16 basis points

(1) Without fuel and adjustment items, if applicable, and includes an unfavorable 130 basis point impact from the Inflation Reduction Act.

(2) Without rent, depreciation and amortization, fuel and adjustment items, if applicable.

(3) Without fuel and adjustment items, if applicable.

Total company sales were $46.1 billion in the first quarter compared to $45.1 billion for the same period last year. Excluding fuel and Vitacost, sales increased 0.5% compared to the same period last year.

Gross margin was 22.7% of sales for the first quarter compared to 23.0% for the same period last year. The decrease in rate was primarily driven by the mix impact of higher fuel sales, higher transportation costs, egg deflation, and planned price investments. These pressures were partially offset by favorable pharmacy mix, improved eCommerce profitability, sourcing benefits, and lower depreciation.

The FIFO gross margin rate, excluding rent, depreciation and amortization, fuel, and adjustment items decreased 9 basis points compared to the same period last year. The decrease in rate was primarily driven by the impacts from higher transportation costs, egg deflation, and planned price investments. These pressures were partially offset by favorable pharmacy mix, improved eCommerce profitability, and sourcing benefits.

The LIFO charge for the quarter was $52 million, compared to a LIFO charge of $40 million for the same period last year.

The Operating, General and Administrative rate, excluding fuel and adjustment items, increased 16 basis points compared to the same period last year. The increase in rate was primarily attributable to planned investments in associate wages and hours to enhance the customer experience, partially offset by lapping higher multi-employer pension contributions from the prior year and ongoing productivity initiatives.

Capital Allocation

Kroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. The Company expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval.

2

In December 2025, Kroger’s Board of Directors approved an additional $2 billion share repurchase authorization. Kroger expects to complete these repurchases by the end of fiscal 2026.

Kroger’s net total debt to adjusted EBITDA ratio is 1.75, compared to 1.69 a year ago (Table 5). The company’s net total debt to adjusted EBITDA ratio target range is 2.30 to 2.50. Kroger’s strong balance sheet provides ample opportunities for the Company to invest in the business and enhance shareholder value.

Full-Year 2026 Guidance*

Reaffirmed

Adjusted Metric*

FY26

Guidance

Identical Sales without fuel** 1.0% - 2.0%

FIFO Operating Profit $5.0 - $5.2 billion

EPS $5.10 - $5.30

Free Cash Flow $2.7 - $2.9 billion

Cap Ex $3.8 - $4.0 billion

Tax Rate*** 23%

* Without adjusted items, if applicable. Kroger is unable to provide a full reconciliation of the GAAP and non-GAAP measures used in 2026 guidance without unreasonable effort because it is not possi

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2026-03-05 2026-03-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : March 5, 2026

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 5, 2026, The Kroger Co. (NYSE:KR) issued a press release announcing its fourth quarter and full year 2025 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated March 5, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

March 5, 2026 By: /s/ George H. Vincent

George H. Vincent

Executive Vice President, General Counsel and Secretary

3

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0000056873

2025-12-04 2025-12-04

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : December 4, 2025

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On December 4, 2025, The Kroger Co. (NYSE:KR) issued a press release announcing its third quarter 2025 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.

Description

99.1

Press Release dated December 4, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

December 4, 2025 By: /s/ George H. Vincent

George H. Vincent

Executive Vice President, General Counsel and Secretary

3

false 0000056873

0000056873

2025-09-11 2025-09-11

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : September 11, 2025

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On September 11, 2025, The Kroger Co. (NYSE:KR) issued a press release announcing its second quarter 2025 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated September 11, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

September 11, 2025

By: /s/ George H. Vincent

George H. Vincent

Executive Vice President, General Counsel and Secretary

3

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0000056873

2025-06-20 2025-06-20

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : June 20, 2025

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 20, 2025, The Kroger Co. (NYSE:KR) issued a press release announcing its first quarter 2025 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated June 20, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

June 20, 2025 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Executive Vice President, General Counsel and Secretary

3

false 0000056873

0000056873

2025-03-06 2025-03-06

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : March 6, 2025

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 6, 2025, The Kroger Co. (NYSE:KR) issued a press release announcing its fourth quarter and full year 2024 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated March 6, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

March 6, 2025 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Senior Vice President, General Counsel and Secretary

3

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2025-03-02 2025-03-02

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 2, 2025

The Kroger Co.

(Exact Name of Registrant as Specified in Its Charter)

Ohio

No. 1-303

31-0345740

(State or Other Jurisdiction of

Incorporation)

(Commission File

Number)

(IRS

Employer Identification

No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of Principal Executive Offices) (Zip Code)

(513) 762-4000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Exchange on which registered:

Common Stock, $1.00 par value per share

KR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02           Results of Operations and Financial Condition.

On March 3, 2025, The Kroger Co. (NYSE:KR) (the “Company”) issued a press release announcing certain preliminary expectations with respect to full-year 2024 results. The Company intends to report its fourth quarter and full-year 2024 results, as well as full-year 2025 guidance, on Thursday, March 6, 2025.

Item 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On March 3, 2025, the Company announced that Rodney McMullen, the Company’s Chairman and Chief Executive Officer, has resigned from those positions, effective immediately.

On February 21, 2025, the Board of Directors (the “Board”) was made aware of certain personal conduct by Mr. McMullen and immediately retained outside independent counsel to conduct an investigation, which was overseen by a special Board committee. Mr. McMullen’s conduct is not related to the Company’s financial performance, operations or reporting, and it did not involve any Kroger associates.

In connection with his resignation, Mr. McMullen will forfeit all unvested equity awards outstanding under the Company’s 2019 Long-Term Incentive Plan and will not be eligible to receive payment of a 2024 bonus. Mr. McMullen will retain any equity awards that, as of the resignation date, are fully vested pursuant to their terms or for which the performance period is complete.

On March 2, 2025, the Board appointed Ronald Sargent, the current Lead Director of the Board, as interim Chief Executive Officer and Chairman of the Board, effective immediately. The Board has formed a Search Committee and engaged a nationally recognized firm to conduct a search for the Company’s next Chief Executive Officer.

Mr. Sargent, age 69, has been a Kroger director since 2006 and has served as the Lead Director of Kroger since 2017. He spent the first ten years of his professional career at Kroger, working in several roles across stores, sales, marketing, manufacturing and strategy. Mr. Sargent is a veteran retail operator and leader with 35 years of experience, including as the Chairman and Chief Executive Officer of Staples, Inc. from 2002 to 2016 after joining the company in 1989. Mr. Sargent currently serves on the board of directors of Wells Fargo & Company and the board of directors of Five Below, Inc. Mr. Sargent previously served as a director of The Home Depot, Inc. and Mattel, Inc.

Mr. Sargent will step down as the Lead Director of the Company’s Board and from the Board’s Audit Committee, Corporate Governance Committee, and Public Responsibilities Committee during the time of his service as the interim Chief Executive Officer. The Board has appointed director Mark Sutton to serve as the Board’s Lead Director.

There are no family relationships between Mr. Sargent and any Company director or executive officer, and no arrangements or understandings betwee

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report : December 5, 2024

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On December 5, 2024, The Kroger Co. (NYSE:KR) issued a press release announcing its third quarter 2024 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated December 5, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

December 5, 2024 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Senior Vice President, General Counsel and Secretary

3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   September 12, 2024

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On September 12, 2024, The Kroger Co. (NYSE:KR) issued a press release announcing its second quarter 2024 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated September 12, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

September 12, 2024 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Senior Vice President, General Counsel and Secretary

3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   June 20, 2024

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 20, 2024, The Kroger Co. (NYSE:KR) issued a press release announcing its first quarter 2024 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated June 20, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

June 20, 2024 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Senior Vice President, General Counsel and Secretary

3

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0000056873

2024-03-07 2024-03-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   March 7, 2024

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 7, 2024, The Kroger Co. (NYSE:KR) issued a press release announcing its fourth quarter and full year 2023 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated March 7, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

March 7, 2024 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Senior Vice President, General Counsel and Secretary

3

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0000056873

2023-11-30 2023-11-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   November 30, 2023

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On November 30, 2023, The Kroger Co. (NYSE:KR) issued a press release announcing its third quarter results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated November 30, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

November 30, 2023 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3

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2023-09-08 2023-09-08

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 8, 2023

The Kroger Co.

(Exact Name of Registrant as Specified in Its Charter)

Ohio No. 1-303 31-0345740

(State or Other Jurisdiction of

Incorporation) (Commission File Number) (IRS Employer Identification

No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of Principal Executive Offices) (Zip Code)

(513) 762-4000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name Of Each Exchange On Which

Registered

Common Stock, $1.00 par value per share

KR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.Results of Operations and Financial Condition.

On September 8, 2023, The Kroger Co. (NYSE:KR) (“Kroger”) issued a press release announcing its second quarter 2023 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

The information in this Item 2.02 and the press release attached hereto as Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Kroger under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

Item 7.01.Regulation FD Disclosure.

On September 8, 2023, Kroger issued a press release announcing that it has reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against Kroger by states in which they operate, subdivisions, and Native American tribes. Along with the execution of certain non-monetary conditions that remain in discussion, Kroger has agreed to pay up to $1.2 billion to states and subdivisions and $36 million to Native American tribes in funding for abatement efforts (both to be paid over 11 years in equal installments), and approximately $177 million to cover attorneys’ fees and costs (to be paid over 6 years in equal installments). The timing of the settlement payments over multiple years, most of which are tax deductible, results in an after-tax net present value to Kroger of approximately $870 million. Initial payments would begin in December 2023.

States, subdivisions, and the Native American tribes will have an opportunity to opt-in to participate in the settlement, and Kroger will have full discretion to determine whether there is sufficient participation for the settlement to become effective. If all conditions are satisfied, the settlement would allow for the full resolution of all claims on behalf of participating states, subdivisions and tribes and is not an admission of any wrongdoing or liability.

A copy of the press release is attached hereto as Exhibit 99.2.

The information in this Item 7.01 and the press release attached hereto as Exhibit 99.2 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Kroger under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

Item 8.01.Other Events.

On September 8, 2023, Kroger and Albertsons Companies, Inc., (“Albertsons”) issued a joint press release announcing that they have entered into an agreement with C&S Wholesale Grocers, LLC (“C&S”) to divest 413 stores, as well as the QFC, Mariano’s and Carrs brand

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2023-06-15 2023-06-15

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: June 15, 2023

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS

Employer Identification No.)

1014 Vine Street

Cincinnati,

OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 15, 2023, The Kroger Co. (NYSE:KR) issued a press release announcing its first quarter results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.Description

99.1Press Release dated June 15, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

June 15, 2023 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3

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2023-03-02 2023-03-02

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   March 2, 2023

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On March 2, 2023, The Kroger Co. (NYSE:KR) issued a press release announcing its fourth quarter and full year 2022 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated March 2, 2023

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

March 2, 2023 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3

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0000056873

2022-12-01 2022-12-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   December 1, 2022

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On December 1, 2022, The Kroger Co. (NYSE:KR) issued a press release announcing its third quarter 2022 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated December 1, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

December 1, 2022 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3

0000056873 false

0000056873

2022-09-09 2022-09-09

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xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   September 9, 2022

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On September 9, 2022, The Kroger Co. (NYSE:KR) issued a press release announcing its second quarter 2022 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated September 9, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

September 9, 2022 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3

0000056873 false

0000056873

2022-06-16 2022-06-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   June 16, 2022

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

No. 1-303

31-0345740

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock $1 par value

KR

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition.

On June 16, 2022, The Kroger Co. (NYSE:KR) issued a press release announcing its first quarter 2022 results. Attached hereto as Exhibit 99.1, and furnished herewith, is a copy of that release.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description

99.1 Press Release dated June 16, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Kroger Co.

June 16, 2022 By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

3