Welcome to our dedicated page for Kroger SEC filings (Ticker: KR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Kroger Co. (NYSE: KR) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its operations as a major supermarket and grocery retailer. These SEC filings include current reports on Form 8-K, annual and quarterly reports, proxy statements, and other disclosures that help investors understand Kroger’s financial condition, strategy, and governance.
Recent Form 8-K filings illustrate how Kroger uses current reports to communicate material events. For example, the company has filed 8-Ks to announce first, second, and third quarter results, giving investors timely access to earnings information and related commentary. It has also filed 8-Ks under Item 2.06 to disclose material impairments associated with closing certain eCommerce fulfillment centers in the United States and to describe impairment charges and a cash payment to Ocado linked to its automated fulfillment network.
Other 8-K filings cover shareholder and governance matters. Kroger reports the results of its Annual Meeting of Shareholders, including the election of directors, advisory votes on executive compensation, ratification of the independent auditor, and the outcomes of shareholder proposals on topics such as environmental and social reporting. These filings also document any technical issues or follow-up communications related to the meeting.
Over time, investors can use Kroger’s SEC filings to track its strategic decisions, such as updates to its eCommerce plan, the sale of non-core assets like Vitacost.com, and other corporate actions. On this page, Stock Titan surfaces those filings in one place and adds AI-powered summaries that explain key sections, highlight important items like 10-K and 10-Q disclosures when available, and make it easier to interpret complex language. Users can also monitor new 8-Ks and other forms in near real time, helping them stay aligned with Kroger’s regulatory reporting and corporate developments.
The Kroger Co. director Elaine L. Chao reported changes in her equity-linked holdings. As of the reported transaction, she directly beneficially owned 4,083.512 shares of Kroger common stock. She also acquired 407.0083 phantom stock units at a reference price of $64.495 per unit under a deferred compensation arrangement, bringing her total beneficially owned derivative securities to 5,672.622 phantom stock units.
Each phantom share represents the right to receive in cash the value of one share of Kroger common stock when amounts are distributed from her deferred compensation account, and these phantom stock amounts are payable in cash after she terminates her service as an independent director.
The Kroger Co. chairman and interim CEO reports a new stock award. On 12/19/2025, the officer received 96,139 shares of Kroger common stock as a restricted stock grant under a long-term incentive plan at a price of $0, meaning no cash purchase was required.
After this grant, the officer beneficially owns 281,565 Kroger shares in direct ownership. The filing notes that the restrictions on these restricted stock shares will lapse one year from the award date, at which point they are scheduled to fully vest if plan conditions are met.
Kroger Co. executive vice president Mary Ellen Adcock reported a tax-related stock transaction. On 12/19/2025, 722 shares of Kroger common stock were disposed of at a price of $62.41 per share under transaction code “F,” which indicates shares were withheld to cover taxes owed on restricted stock rather than sold in an open-market trade. After this transaction, she beneficially owns 183,095 Kroger shares in direct ownership.
The Kroger Co. reported Q3 2025 sales of $33.9 billion, up modestly 0.7%, with identical sales excluding fuel and adjusted items up 2.6%, showing steady core demand. Despite this, Kroger posted a net loss of $1.32 billion, or -$2.02 per diluted share, versus a profit a year ago, driven by a large non-cash impairment.
The company recorded $2.585 billion of impairment and related charges tied to its automated fulfillment network after a strategic review, including plans to close three fulfillment centers, cancel a planned site and an accrued cash termination payment of about $350 million to Ocado. Excluding this and other adjusted items, adjusted net earnings were $697 million, or $1.05 per diluted share, up from $0.98.
Operating cash flow for the first three quarters reached $4.66 billion, and Kroger continued returning capital with a $5.0 billion accelerated share repurchase that retired 75.6 million shares at an average price of $66.68, plus a higher quarterly dividend of $0.35 per share. Management expects the eCommerce business to be profitable in 2026 following the network optimization.
Kroger Co. senior vice president Joseph M. Kelley filed a Form 4 reporting a small change in his ownership of Kroger common stock. On December 9, 2025, 458 shares of common stock were disposed of with transaction code F, which indicates shares were withheld to cover tax obligations, at a price of $62.90 per share. After this tax-related transaction, Kelley directly owned 39,938.025 Kroger shares.
The filing notes that between July 1, 2025 and September 30, 2025, Kelley acquired 12.1040 Kroger shares through the company’s employee benefit plans based on information from plan trustees. These plan shares are included in his directly owned total and are treated as being held in tax-conditioned plans under applicable insider trading rules.
The Kroger Co. executive reports small stock disposition for tax payment
A Kroger Co. officer, listed as Vice President and Treasurer, reported a routine change in ownership of Kroger common stock. On 12/08/2025, 62 shares of Kroger common stock were disposed of at a price of $63.38 per share under transaction code F, which reflects shares withheld to cover taxes on restricted stock. After this transaction, the reporting person directly owned 49,260.396 Kroger shares and indirectly owned 3,480 shares through a spouse.
The filing notes that between July 1, 2025 and September 30, 2025, the reporting person acquired 24.977 Kroger shares through the company’s employee benefit plans, and that the directly owned total includes shares held in tax-conditioned employee benefit plans as reported by plan trustees.
The Kroger Co. filed an amended current report to update its earlier disclosure about closing certain fulfillment centers in the United States. The company now estimates that the impairment and related charges from these closures include a cash payment to Ocado of approximately $350 million. This amount represents a significant one-time cash charge associated with shutting down these facilities and adjusting the related fulfillment arrangements.
The Kroger Co.
The Kroger Co. reported an insider equity update for Chairman and Interim CEO Ronald L. Sargent. On 12/01/2025, he acquired 349.963 phantom stock incentive shares at a derivative price of $67.55 per unit under a deferred compensation plan. Each phantom share represents the right to receive one common share when amounts are distributed from his deferred compensation account.
Following this transaction, Sargent beneficially owned 185,426 shares of Kroger common stock directly and 67,892.807 phantom stock units. According to the plan terms, the phantom stock will be distributed after the termination of his services as an Independent Director of The Kroger Co.
The Kroger Co. director reported updates to her equity holdings. As of a transaction dated 12/01/2025, she directly owned 31,025 shares of Kroger common stock.
She also acquired 124.002 phantom stock incentive shares at a reference price of
The phantom stock will be distributed after her service as an independent director ends, meaning these awards track Kroger’s stock value for compensation purposes but are settled in shares at a later date rather than immediately.
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