KROGER CO (KR) executive Nathan T. Faust filed an initial Form 3 reporting his beneficial ownership in the company. The filing shows he holds no shares of Kroger common stock directly as of September 17, 2026, and reports no purchase, sale, or derivative positions.
KROGER CO (KR) reported solid results for the second quarter ended August 15, 2026, with sales of $34.6 billion, up from $33.9 billion, and GAAP diluted EPS of $1.05 versus $0.91 a year ago. Adjusted EPS was $1.09, compared with $1.04, while operating profit rose to $971 million from $863 million. Identical sales excluding fuel grew 0.2%, including about a 138-basis-point headwind from the Inflation Reduction Act, and gross margin was 22.4% of sales versus 22.5% last year.
Kroger reaffirmed its full-year 2026 guidance for adjusted EPS of $5.10–$5.30, FIFO operating profit of $5.0–$5.2 billion, free cash flow of $2.7–$2.9 billion, and capital expenditures of $3.8–$4.0 billion, but lowered its identical sales without fuel outlook to 0.2%–0.8% from 1.0%–2.0%. The company raised its quarterly dividend by 11%, marking 20 consecutive years of increases, and repurchased $1.0 billion of stock in the quarter under a $2 billion authorization, with about $800 million remaining and expected to be completed by fiscal year-end 2026. Net total debt to adjusted EBITDA stood at 1.91x, within Kroger’s 2.30–2.50 target range.
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.
KROGER CO (KR) director Mark S. Sutton reported an acquisition of 49.977 phantom stock incentive shares on September 1, 2026. Each phantom share represents the right to receive one share of Kroger common stock upon distribution from his deferred compensation account, and these phantom shares will be distributed after his service as an independent director ends. The award arose from dividend reinvestment transactions under a Kroger deferred compensation plan. Following this transaction, Sutton holds 7,474.821 phantom shares and 46,004 common shares, both held directly.
KROGER CO (KR) reported that director Ronald Sargent received an automatic credit of 461.923 phantom stock incentive shares on September 1, 2026 under a deferred compensation plan. Each phantom share represents the right to receive one Kroger common share upon distribution from the deferred compensation account, generally following his termination as an Independent Director. These phantom shares were acquired through dividend reinvestment transactions in the plan, bringing his deferred phantom stock balance to 69,087.076 shares. Separately, his directly held Kroger common stock position reported in this filing is 262,914 shares. No Rule 10b5-1 trading plan is indicated.
KROGER CO (KR) director Anne Gates reported an acquisition of derivative compensation tied to Kroger common shares. On September 1, 2026, she received 188.308 phantom stock incentive shares, each representing the right to receive one common share upon distribution from a deferred compensation account, at a reference value of $57.94 per share.
The phantom stock balance in her deferred compensation account increased to 28,164.187 phantom shares, which will be distributed following the end of her service as an independent director. Separately, she reported 31,025 Kroger common shares held directly after the reported date.
KROGER CO (KR) director Nora A. Aufreiter reported an automatic grant of 72.606 phantom stock incentive shares on September 1, 2026, credited at a reference value of $57.94 per phantom share. Each phantom share represents the right to receive one Kroger common share upon distribution from a deferred compensation account and was acquired through dividend reinvestment under a Kroger deferred compensation plan. These phantom shares will be distributed after Aufreiter’s service as an Independent Director ends. Following this transaction, Aufreiter holds 10,859.22 phantom shares and a separate direct holding of 52,967 Kroger common shares. No Rule 10b5-1 trading plan is reported.
Vemuri Ashok reported acquisition or exercise transactions in this Form 4 filing.
Kroger Co director Ashok Vemuri received a grant of 3,660 shares of Common Stock on 2026-07-15. The award was granted at $0.00 per share under a long-term incentive plan of The Kroger Co. Following this grant, he directly owns 39,361 Kroger shares.
Sutton Mark S reported acquisition or exercise transactions in this Form 4 filing.
Director Mark S. Sutton of Kroger Co. received a grant of 3,660 shares of common stock on 2026-07-15 at $0.00 per share, awarded under Kroger’s long-term incentive plan. This compensation-related award increased his direct ownership to 46,004 common shares.