The Kroger Co. (NYSE: KR) to pay $350M to Ocado in fulfillment center shutdown

Rhea-AI Filing Summary

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.

Insights

Equity & credit analyst

Kroger adds about $350M cash cost to closing certain U.S. fulfillment centers.

The Kroger Co. updated its earlier disclosure on closing certain U.S. fulfillment centers by quantifying the cash component of the related charges. The company determined that the impairment and related charges include a cash payment to Ocado of approximately $350 million, directly tied to these closures.

This is described as part of impairment and related charges, indicating a one-time cash outflow rather than an ongoing operating cost. The update clarifies the magnitude of the cash impact of unwinding or modifying fulfillment arrangements associated with Ocado.

Investors can now more clearly factor this approximate $350 million payment into their assessment of Kroger’s cash usage and non-recurring charges related to the affected fulfillment centers, alongside future financial disclosures that will show how this charge flows through results.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report : November 18, 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. ¨

Explanatory Note

This Amendment to the Current Report on Form 8-K of The Kroger Co. (the “Company”) filed on November 18, 2025 is being filed solely to update the disclosure under Item 2.06 to report the estimated amount of the cash charge related to the closure of certain fulfillment centers in the United States.

Item 2.06 Material Impairments.

On December 4, 2025, the Company determined the impairment and related charges as a result of the closure of certain fulfillment centers in the United States includes a cash payment to Ocado of approximately $350 million.

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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, 2025	By:	/s/ George H. Vincent
		George H. Vincent
		Executive Vice President, General Counsel and Secretary

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FAQ

What did The Kroger Co. (KR) disclose in this amended 8-K/A?

Kroger filed an amended report to update prior disclosure about closing certain U.S. fulfillment centers, specifying the estimated cash charge related to these closures.

How much will Kroger pay Ocado in connection with the fulfillment center closures?

Kroger determined that the impairment and related charges include a cash payment to Ocado of approximately $350 million.

What event triggered the approximately $350 million cash payment by Kroger?

The approximate $350 million cash payment to Ocado arises from impairment and related charges tied to the closure of certain fulfillment centers in the United States.

Is the $350 million Ocado payment an ongoing expense for Kroger?

The disclosure describes the $350 million as part of impairment and related charges, indicating a one-time cash payment linked to the fulfillment center closures.

Why did Kroger amend its earlier filing from November 18, 2025?

Kroger amended its earlier report to update Item 2.06 and provide the estimated amount of the cash charge related to closing certain U.S. fulfillment centers, including the payment to Ocado.