Kroger to buy Giant Eagle for $1.65B

The Kroger Co. announced it has entered into an agreement and plan of merger to acquire Giant Eagle, Inc. for a purchase price of approximately $1.65 billion, consisting of $1.25 billion in cash and about $400 million in assumed liabilities.

Rhea-AI Filing Summary

The Kroger Co. announced it has entered into an agreement and plan of merger to acquire Giant Eagle, Inc. for a purchase price of approximately $1.65 billion, consisting of $1.25 billion in cash and about $400 million in assumed liabilities.

Giant Eagle is a leading family-owned food and pharmacy retailer headquartered in Pennsylvania, operating stores in Ohio, Pennsylvania, West Virginia, Maryland and Indiana. The acquisition is expected to close in 2027, subject to Hart-Scott-Rodino antitrust review and other customary closing conditions, and the companies expect limited Giant Eagle store divestitures to obtain regulatory clearance.

Insights

Retail M&A and antitrust analyst

Kroger plans a $1.65B Giant Eagle acquisition, pending antitrust clearance.

Kroger intends to acquire Giant Eagle for approximately $1.65 billion, split between $1.25 billion in cash and about $400 million in assumed liabilities. Giant Eagle adds a sizable regional food and pharmacy footprint across several Midwestern and Mid-Atlantic states.

The transaction is expected to close in 2027, but it is subject to expiration or termination of the Hart-Scott-Rodino waiting period and other customary closing conditions. The parties anticipate limited Giant Eagle store divestitures to secure regulatory clearance, indicating potential localized competition concerns in overlapping markets.

Outcome and timing will depend on the antitrust review and execution of required divestitures. Subsequent company communications around regulatory progress and specific divestiture plans will clarify the final shape and scale of the combined retail network once the transaction is completed.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Purchase price: $1.65 billion Cash consideration: $1.25 billion Assumed liabilities: $400 million +1 more

4 metrics

Purchase price $1.65 billion Approximate total consideration for acquiring Giant Eagle

Cash consideration $1.25 billion Cash portion of Kroger’s payment for Giant Eagle

Assumed liabilities $400 million Approximate Giant Eagle liabilities Kroger will assume

Expected closing year 2027 Target closing timing for the Giant Eagle acquisition

Key Terms

agreement and plan of merger, Hart-Scott-Rodino Antitrust Improvements Act of 1976, customary closing conditions, regulatory clearance, +1 more

5 terms

agreement and plan of merger regulatory

"entered into an agreement and plan of merger pursuant to which it will acquire Giant Eagle"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"subject to the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

customary closing conditions regulatory

"the satisfaction or waiver of other customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

regulatory clearance regulatory

"In connection with obtaining the requisite regulatory clearance necessary to consummate the acquisition"

Regulatory clearance is official permission from a government agency to market, sell, or use a product or service after it meets required safety, quality, or performance standards. For investors it matters because receiving clearance often unlocks revenue, lowers legal and commercial risk, and can materially change a company’s growth outlook—think of it like a driver’s license that legally allows a product to be driven onto the market.

store divestitures financial

"Kroger and Giant Eagle expect to make limited Giant Eagle store divestitures"

FAQ

What acquisition did Kroger (KR) announce involving Giant Eagle?

Kroger announced it will acquire Giant Eagle, Inc. under an agreement and plan of merger. The deal values Giant Eagle at approximately $1.65 billion, combining $1.25 billion in cash consideration with about $400 million in assumed liabilities, subject to customary purchase price adjustments.

How much is Kroger (KR) paying to acquire Giant Eagle?

Kroger plans to acquire Giant Eagle for a purchase price of about $1.65 billion. This includes $1.25 billion in cash paid by Kroger and approximately $400 million of Giant Eagle liabilities that Kroger will assume as part of the merger transaction structure.

When is Kroger’s acquisition of Giant Eagle expected to close?

The acquisition of Giant Eagle by Kroger is expected to close in 2027. Completion depends on expiration or termination of the Hart-Scott-Rodino antitrust waiting period, any extensions, and satisfaction or waiver of other customary closing conditions specified in the merger agreement.

What regulatory approvals are required for Kroger (KR) to buy Giant Eagle?

Closing requires regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is conditioned on expiration or termination of any applicable waiting period and other customary approvals, and Kroger and Giant Eagle expect limited Giant Eagle store divestitures to address antitrust concerns.

Will Kroger (KR) and Giant Eagle divest stores for this acquisition?

Yes. In connection with obtaining the necessary regulatory clearance to complete the acquisition, Kroger and Giant Eagle expect to make limited Giant Eagle store divestitures. These divestitures are intended to help resolve competition issues identified during antitrust review of the merger transaction.

Where does Giant Eagle, the company Kroger (KR) is acquiring, operate?

Giant Eagle is described as a leading family-owned food and pharmacy retailer headquartered in Pennsylvania. It operates retail stores across several states, specifically Ohio, Pennsylvania, West Virginia, Maryland and Indiana, which would expand Kroger’s presence in these regional markets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 07:09 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 30, 2026

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 (Address of Principal Executive Offices) 45202 (Zip Code)

(513) 762-4000

(Registrant’s Telephone Number, Including Area Code)

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	Name of Exchange on which registered:
Common Stock, $1.00 par value per share	KR	New York Stock Exchange

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 8.01 Other Events.

On July 1, 2026, The Kroger Co. (the “Company”) announced that it has entered into an agreement and plan of merger pursuant to which it will acquire Giant Eagle, Inc. (“Giant Eagle”) for a purchase price of approximately $1.65 billion, subject to customary purchase price adjustments. The consideration for the acquisition consists of $1.25 billion in cash and approximately $400 million in assumed liabilities. Giant Eagle, headquartered in Pennsylvania, is a leading family-owned food and pharmacy retailer. Giant Eagle operates stores in Ohio, Pennsylvania, West Virginia, Maryland and Indiana.

The acquisition is expected to close in 2027, subject to the expiration or termination of any applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction or waiver of other customary closing conditions. In connection with obtaining the requisite regulatory clearance necessary to consummate the acquisition, Kroger and Giant Eagle expect to make limited Giant Eagle store divestitures.

SIGNATURES

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.
	By:	/s/ Geroge H. Vincent
	Name:	George H. Vincent
	Title:	Executive Vice President, General Counsel and Secretary
		Dated: July 1, 2026

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