The Kroger Co. (KR) introduced a long-term financial framework targeting approximately 3% comparable sales growth, excluding fuel and pharmacy, in 2029; 3%-6% adjusted EBITDA growth; and 7%-11% adjusted net EPS growth through 2029. Kroger also reaffirmed its 2026 guidance. The adjusted net EPS target measures earnings growth alone and replaces a previous 8%-11% total shareholder return target that included dividend yield.
Management said the framework is intended to give investors a clearer view of the core grocery business. Its stated approach includes making value more visible, simplifying and modernizing operations, and directing resources closer to customers. Capital allocation remains focused on high-return growth investments, maintaining financial strength, and returning surplus capital through dividends, subject to board approval, and share buybacks. The investor update's presentations cover customer value, eCommerce, retail media, store execution, operations and the long-term financial framework.
The Kroger Co. (KR) is issuing $650 million of 5.800% Senior Notes due 2032 and $850 million of 6.200% Senior Notes due 2036 under a prospectus supplement dated September 28, 2026. Its underwriting and pricing agreements are dated September 28, 2026, with Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC acting as representatives of the underwriters.
The notes are covered by supplemental indentures dated October 5, 2026, with U.S. Bank Trust Company, National Association as trustee. Kroger expects to use the net proceeds to refinance debt maturing in October 2026 and for general corporate purposes.
Kroger is offering $1.5 billion in aggregate principal: $650 million of 5.800% Senior Notes due February 15, 2032, and $850 million of 6.200% Senior Notes due November 1, 2036. Interest is payable semiannually on February 15 and August 15 for the 2032 notes, and May 1 and November 1 for the 2036 notes.
Kroger expects net proceeds of approximately $1.49 billion after underwriting discounts and estimated offering expenses, for refinancing debt maturing in October 2026 and general corporate purposes. The notes are unsecured and rank equally with Kroger’s existing and future unsecured senior debt; they effectively rank equal in right of payment with approximately $17 billion of other indebtedness as of August 15, 2026.
Kroger Co. Executive Vice President Emilee F. Demartino acquired 12,769 shares of restricted stock on September 25, 2026, as an award under The Kroger Co.'s long-term incentive plan. Her reported direct holdings after the award were 12,769 shares. Restrictions lapse in equal annual installments at 33% per year over three years.
Megan N. Shaffer, Kroger Co.'s Group Vice President, had 269 common shares withheld on September 25, 2026, to pay tax liability associated with restricted stock. The reported price was $58.74 per share. After the transaction, she directly held 31,938 common shares. This was a tax-withholding disposition, not a purchase or sale.
Kroger (KR) Executive Vice President George H. Vincent reported that 1,677 shares were delivered or withheld for payment of tax liability associated with restricted stock on September 25, 2026. The reported price was $58.74 per share, and his direct holdings following the transaction were 17,982 shares. No Rule 10b5-1 plan is reported.
Subject to completion, Kroger is offering two series of senior notes due 2032 and 2036. The company expects to use the net proceeds to refinance debt maturing in October 2026 and for general corporate purposes.
The notes will be unsecured and rank equally with Kroger’s existing and future unsecured senior debt. If a Change of Control Triggering Event occurs and Kroger has not redeemed the notes, holders may require repurchase at 101% of principal plus accrued and unpaid interest. The notes will be issued in denominations of $2,000 and integral multiples of $1,000 above that amount.
Kroger reported approximately $17.0 billion of total outstanding indebtedness, including finance leases and the current portion, as of August 15, 2026. Its $2.75 billion revolving credit facility remained available; it may be increased by up to $2.0 billion subject to certain conditions and matures September 13, 2029. Letters of credit totaling $4 million reduced facility availability as of August 15, 2026.
KROGER CO (KR) reported that Executive Vice President Mary Ellen Adcock exercised stock options and sold shares on September 18, 2026. She exercised options covering 48,806 shares of common stock at exercise prices of $34.94 and $38.32 per share, acquiring the corresponding number of Kroger shares. On the same date she sold a total of 72,901 shares of common stock in open-market transactions at weighted average prices of about $60.64–$60.76 per share. The options had been granted under a long-term incentive plan and vested in four equal annual installments. No Rule 10b5-1 trading plan is reported for these transactions.
KROGER CO (KR) reported modest top-line growth but stronger profitability for the quarter and year-to-date periods ended August 15, 2026. Quarterly sales rose to $34.6 billion, up 2.0% year over year, while net earnings attributable to Kroger increased to $641 million and diluted EPS rose to $1.05, a 15.4% increase. Adjusted diluted EPS was $1.09, up 4.8%. Operating profit grew 12.5% to $971 million, supported by lower OG&A as a percentage of sales and a reduced LIFO charge, despite slightly lower gross margin rates.
For the first two quarters, sales reached $80.7 billion, up 2.1%, with diluted EPS of $2.51 and adjusted diluted EPS of $2.67, both rising over 14% and 6%, respectively. Identical sales excluding fuel and adjusted items increased 0.2% in the quarter and 0.6% year to date, as higher eCommerce, fresh, and pharmacy sales were offset by lower units and pharmacy headwinds. Kroger generated $3.1 billion in operating cash flow, repaid $500 million of senior notes, and used $1.3 billion to repurchase 21.2 million shares. The company also agreed to acquire Giant Eagle in a transaction valued at approximately $1.65 billion, expected to close in fiscal 2027 subject to regulatory approvals.
KROGER CO (KR) reported an initial statement of beneficial ownership for Executive Vice President Mark R. Ibbotson. As of September 17, 2026, he reports no Kroger common shares held directly and 2,000 shares held indirectly by trust.