KR

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.

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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.

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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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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

false 0000056873

0000056873

2025-12-04 2025-12-04

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 : 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