# Kroger (KR) Recent Events ## Filings that contain financial statements Kroger's earnings press releases (Exhibit 99.1 to Form 8-K) carry condensed statements of operations, balance sheets and cash flow statements, plus non-GAAP reconciliations. - Second quarter 2026 (quarter ended August 15, 2026; year-to-date also shown): Form 8-K dated September 11, 2026, accession 0001104659-26-106890. Form 8-K/A of the same date, accession 0001104659-26-106941, furnishes the same press release. Holds the statements of operations, balance sheets (August 15, 2026 and August 16, 2025) and cash flow statements. - First quarter 2026: Form 8-K dated June 18, 2026, accession 0001104659-26-075395. Statements of operations, balance sheets and cash flows. - Fourth quarter and full-year fiscal 2025: Form 8-K dated March 5, 2026, accession 0001104659-26-023800. Statements of operations, balance sheets and cash flows. - Third quarter 2025: Form 8-K dated December 4, 2025, accession 0001104659-25-118315. Statements of operations, balance sheets and cash flows. The press-release tables are condensed and unaudited; the Form 10-Q for the second quarter, accession 0001104659-26-108926 (filed September 18, 2026), contains the full statements and notes. ## Guidance and results - **September 11, 2026 - second quarter 2026 results (0001104659-26-106890).** Identical sales without fuel rose 0.2% (including an unfavorable 138 basis point effect from the Inflation Reduction Act). Sales were $34.6 billion versus $33.9 billion a year earlier. Operating profit was $971 million versus $863 million; EPS was $1.05 versus $0.91; adjusted EPS was $1.09 versus $1.04; adjusted FIFO operating profit was $1,076 million versus $1,091 million. Kroger lowered full-year 2026 identical sales without fuel guidance to 0.2% - 0.8% (from 1.0% - 2.0%, including about 140 basis points of Inflation Reduction Act headwind) and reaffirmed FIFO operating profit of $5.0 - $5.2 billion, adjusted EPS of $5.10 - $5.30, free cash flow of $2.7 - $2.9 billion, capital expenditures of $3.8 - $4.0 billion and a 23% tax rate. The release says Kroger will hold an investor update meeting on October 20, 2026 to share strategic initiatives and longer-term financial targets. The same release was furnished again in a Form 8-K/A (0001104659-26-106941); the original cover page misstated the date as "September 11, 202". - **June 18, 2026 - first quarter 2026 results (0001104659-26-075395).** Identical sales without fuel rose 1.0%; operating profit $1,407 million; EPS $1.46; adjusted EPS $1.58 versus $1.49; adjusted FIFO operating profit $1,544 million. Full-year 2026 guidance was maintained (identical sales without fuel 1.0% - 2.0%, FIFO operating profit $5.0 - $5.2 billion, EPS $5.10 - $5.30). - **March 5, 2026 - fourth quarter and fiscal 2025 results, initial 2026 guidance (0001104659-26-023800).** Fiscal 2025 operating profit was $1.9 billion and EPS $1.54, including $2.5 billion of impairment and related charges for the automated fulfillment network; adjusted EPS was $4.85. Fourth quarter identical sales without fuel rose 2.4%. Initial 2026 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. - **December 4, 2025 - third quarter 2025 results (0001104659-25-118315).** Operating loss of $1,541 million and EPS of $(2.02), including the $2.6 billion impairment and related charges ($3.00 per share); adjusted EPS $1.05. Fiscal 2025 identical sales guidance was narrowed to 2.8% - 3.0% (from 2.7% - 3.4%) and adjusted EPS guidance to $4.75 - $4.80 (from $4.70 - $4.80). ## M&A - **July 1, 2026 - agreement to acquire Giant Eagle, Inc. (0001104659-26-079552). Signed, not closed.** Kroger entered into an agreement and plan of merger to acquire Giant Eagle for approximately $1.65 billion, subject to customary adjustments: $1.25 billion in cash and approximately $400 million in assumed liabilities. Giant Eagle is a Pennsylvania-based family-owned food and pharmacy retailer with stores in Ohio, Pennsylvania, West Virginia, Maryland and Indiana. Closing is expected in 2027, subject to Hart-Scott-Rodino waiting period expiration and other customary conditions, and the companies expect to make limited Giant Eagle store divestitures to obtain regulatory clearance. The Form 10-Q for the second quarter (0001104659-26-108926, Note 10) still describes the transaction as proposed. ## Capital actions - **Senior notes offering - pricing September 28, 2026; Form 8-K filed October 5, 2026 (0001104659-26-113599).** Kroger is issuing $650 million of 5.800% Senior Notes due 2032 and $850 million of 6.200% Senior Notes due 2036 under its shelf registration, with Citigroup, Mizuho and Wells Fargo as representatives of the underwriters. The supplemental indentures are dated October 5, 2026. Net proceeds are expected to refinance debt maturing in October 2026 and for general corporate purposes. This falls after the end of the second quarter. - **Share repurchases.** The Board approved a $2.0 billion repurchase program on December 23, 2025 (second quarter 10-Q, 0001104659-26-108926). The $7.5 billion December 2024 program, which included a $5 billion accelerated share repurchase and $2.5 billion of open-market purchases, was exhausted during the first quarter of 2026 per the 10-Q; the March 5, 2026 release (0001104659-26-023800) had described it as completed by the end of fiscal 2025. Per the second quarter release (0001104659-26-106890), Kroger repurchased $1.0 billion of shares in the second quarter and $1.2 billion year to date under the new authorization, leaving about $800 million, which it expects to complete by the end of fiscal 2026. - **Dividend.** The second quarter release states that Kroger increased its dividend by 11% earlier in the quarter, the 20th consecutive annual increase; dividends declared per share were $0.39 in the second quarter versus $0.35 (0001104659-26-106890). - **Debt repayment.** The 10-Q (0001104659-26-108926) reports that in the first two quarters of 2026 Kroger repaid $500 million of 3.5% senior notes using cash on hand. ## eCommerce restructuring and impairment - **November 18, 2025 (0001104659-25-113746).** Kroger announced updates to its eCommerce plan, including closing automated fulfillment facilities in Pleasant Prairie, Wisconsin; Frederick, Maryland; and Groveland, Florida in January, and expanded relationships with Instacart, DoorDash and Uber Eats. It expected impairment and related charges of approximately $2.6 billion in the third fiscal quarter of 2025 and an approximately $400 million improvement in 2026 eCommerce operating profit. The Item 2.06 filing says the charges result from the closures and from the automated fulfillment network not meeting financial expectations. - **December 5, 2025 Form 8-K/A (0001104659-25-118905).** Kroger determined that the impairment and related charges include a cash payment to Ocado of approximately $350 million. ## Management and board - **February 8-10, 2026 - Greg Foran named CEO (0001104659-26-012061).** The Board appointed Gregory S. Foran, 64, formerly CEO of Air New Zealand and earlier CEO of Walmart U.S., as Chief Executive Officer and director effective February 10, 2026. His offer letter provides a $1,500,000 base salary and an annual cash incentive target of 200% of base salary. Ronald Sargent, interim CEO, remained Chairman and acted as principal executive officer until the fiscal 2025 Form 10-K was filed. - **June 26, 2026 (0001104659-26-078272).** Effective July 1, 2026, Sargent ceased to be an employee and continues as non-executive Chairman. At the June 25, 2026 annual meeting shareholders elected ten directors (including Foran and Mitchell Butier), ratified PricewaterhouseCoopers LLP, approved executive compensation on an advisory basis, approved the Second Amended and Restated 2019 Long-Term Incentive Plan, and rejected a shareholder proposal on greenhouse gas emissions reporting. - **May 27, 2026 (0001104659-26-066818).** Executive Vice President and Associate Experience Officer Timothy A. Massa gave notice of his intention to retire in fall 2026; he continues in his role until September 2026 and remains an employee through July 1, 2027. - **September 2, 2026 (0001104659-26-104763).** Kroger appointed Mark Ibbotson, 63, a former Walmart U.S. and Asda executive and recent McKinsey senior advisor, as Executive Vice President and Chief Store Operations Officer effective September 14, 2026. ## Not reflected in these filings No Form 8-K reports the Giant Eagle transaction as closed, and none reports an amendment to the second-quarter 2026 guidance beyond the September 11, 2026 release.