Every 8-K that Kroger (KR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow KR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KR filings page.
KROGER CO (KR) reported second quarter 2026 results showing modest growth in sales and earnings but softer underlying sales trends. Total sales were $34.6 billion, up from $33.9 billion a year earlier. Net earnings attributable to Kroger were $641 million with diluted EPS of $1.05, up from $0.91. Adjusted EPS rose to $1.09 from $1.04, while operating profit increased to $971 million from $863 million; adjusted FIFO operating profit was $1.076 billion versus $1.091 billion.
Identical sales excluding fuel grew only 0.2% compared with 3.4% a year ago, including a 138 basis point headwind from the Inflation Reduction Act. Gross margin slipped slightly to 22.4% of sales from 22.5%, and OG&A rate rose 33 basis points due largely to higher wages and health care costs. Net cash provided by operating activities for the year-to-date period was $3.1 billion, down from $3.7 billion.
Kroger reaffirmed full-year 2026 guidance for 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, but lowered its identical sales without fuel outlook to 0.2%–0.8% from 1.0%–2.0%. The company increased its dividend by 11%, the 20th consecutive annual increase, and repurchased $1.0 billion of shares in the quarter, $1.2 billion year-to-date, leaving about $800 million under its $2 billion authorization. Net total debt to adjusted EBITDA was 1.91x, up from 1.63x and below the 2.30–2.50 target range.
Kroger Co. (KR) appointed Mark Ibbotson, 63, as Executive Vice President and Chief Store Operations Officer, effective September 14, 2026. He has held senior operations and innovation roles at Asda and Walmart U.S. and has recently advised retail and technology companies.
His compensation includes a $1,000,000 annual base salary and an annual incentive bonus target equal to 110% of base salary, pro-rated for 2026. Equity awards to be granted in December 2026 include $1.25 million in restricted shares vesting over three years, $1.25 million in performance unit equity awards under the 2026–2028 long-term incentive plan, and a further one-time $1 million restricted share grant vesting over two years. He is also eligible for an annual long-term equity grant in March 2027 with a current total target value of $5 million, and will participate in Kroger’s standard executive relocation program.
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.
The Kroger Co. reported governance updates and voting results from its 2026 Annual Meeting. Effective July 1, 2026, Ronald L. Sargent will cease serving as an employee but will remain as Non-Executive Chairman of the Board. In this role, he will receive standard non-employee director compensation plus an additional annual grant of Kroger common shares valued at approximately $250,000.
Each non-employee director will receive total cash compensation of an annual retainer of $115,000 and an annual grant of incentive shares valued at about $215,000. Shareholders elected ten directors to serve until the 2027 annual meeting, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, and approved the Second Amended and Restated 2019 Long-Term Incentive Plan. A shareholder proposal requesting a report on GHG emissions reductions was rejected.
The Kroger Co. reported solid first quarter 2026 results, with total sales of $46.1 billion versus $45.1 billion a year earlier and EPS of $1.46 compared to $1.29. Identical sales without fuel grew 1.0%, while adjusted EPS reached $1.58. Operating profit was $1,407 million, and adjusted FIFO operating profit was $1,544 million. Gross margin was 22.7% of sales, slightly below 23.0% last year, reflecting fuel mix, transportation costs and price investments, partly offset by stronger pharmacy and eCommerce profitability. Kroger reaffirmed its full-year 2026 guidance, including identical sales without fuel growth of 1.0%–2.0% and EPS of $5.10–$5.30, and highlighted strong adjusted eCommerce growth of 19% and ongoing capital returns through dividends and share repurchases.
The Kroger Co. announced that Timothy A. Massa, its Executive Vice President and Associate Experience Officer, plans to retire in the fall of 2026. He will continue in his current role until September 2026 and is expected to remain an employee through July 1, 2027 to support an orderly transition and assist with key strategic projects.
The company states there will be no change to his compensation during this period, and he will not be eligible for future annual equity grants. A successor for this role will be named at a later date.
The Kroger Co. reported fourth quarter 2025 sales of $34.7 billion, up from $34.3 billion a year earlier, with identical sales without fuel up 2.4%. Diluted EPS rose to $1.35 from $0.90, while adjusted EPS increased to $1.28 from $1.14 as gross margin expanded to 23.1%.
For fiscal 2025, sales were $147.6 billion versus $147.1 billion, and gross margin improved to 22.9% from 22.3%. GAAP EPS declined to $1.54 from $3.67, reflecting $2.5 billion of previously announced impairment and related charges for the automated fulfillment network, but adjusted EPS grew to $4.85 from $4.47.
Kroger generated $7.3 billion of operating cash flow and adjusted free cash flow of $3.9 billion in 2025, reduced its net total debt to adjusted EBITDA ratio to 1.76, and completed a $7.5 billion share repurchase authorization. For 2026, it guides to identical sales without fuel growth of 1.0%–2.0%, FIFO operating profit of $5.0–$5.2 billion, EPS of $5.10–$5.30, free cash flow of $2.7–$2.9 billion, and capital expenditures of $3.8–$4.0 billion.
The Kroger Co. appointed retail veteran Gregory S. (Greg) Foran, 64, as Chief Executive Officer, effective February 10, 2026, and named him to its Board of Directors. He succeeds interim CEO Ron Sargent, who will remain Chairman of the Board and act as principal executive officer until the fiscal 2025 Form 10-K is filed.
Foran will receive a $1,500,000 annual base salary, an annual cash incentive target equal to 200% of salary, and a long-term equity incentive target of $12,000,000 beginning with a March 2026 grant, plus special performance-unit grants tied to ongoing 2024–2026 and 2025–2027 cycles. His package also includes expatriate benefits, use of company aircraft up to $200,000 per year, and change-in-control severance equal to two times salary plus target bonus upon a qualifying termination.
Kroger highlighted Foran’s prior leadership at Walmart U.S. and Air New Zealand and reaffirmed its previously issued fiscal year 2025 guidance, signaling continuity in its strategic and financial outlook during the leadership transition.
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 that it is updating its eCommerce plan and will close certain U.S. fulfillment centers. As a result of these closures and the automated fulfillment network not meeting financial expectations, Kroger expects to record approximately $2.6 billion in impairment and related charges in its third fiscal quarter of 2025. The company also issued a press release describing these actions, which is furnished as an exhibit to this Form 8-K.
The Kroger Co. filed a current report to note that it released its second quarter 2025 financial results. The company states that a press release announcing these results was issued on September 11, 2025 and is included as Exhibit 99.1 to the report. This filing mainly serves to formally furnish that earnings press release to investors and regulators.
Kroger (NYSE: KR) filed a Form 8-K reporting the results of its 2025 Annual Meeting of Shareholders held on June 26, 2025.
Key outcomes: all ten director nominees were re-elected (votes for ranged from 455.5 M to 512.9 M); the advisory say-on-pay resolution passed with 479.4 M votes for versus 37.7 M against; and shareholders ratified PricewaterhouseCoopers LLP as independent auditor with 538.0 M votes for. Three shareholder proposals—discarded-cigarette pollution, third-party framework on U.S. farmers, and consumer health-data privacy—were each rejected, receiving only 47–77 M votes for.
Under Item 7.01, the company disclosed an audio outage during the virtual meeting’s final Q&A. Exhibit 99.1 furnishes the missed question and Kroger’s response.