Welcome to our dedicated page for Kroger SEC filings (Ticker: KR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Kroger Co. (NYSE: KR) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its operations as a major supermarket and grocery retailer. These SEC filings include current reports on Form 8-K, annual and quarterly reports, proxy statements, and other disclosures that help investors understand Kroger’s financial condition, strategy, and governance.
Recent Form 8-K filings illustrate how Kroger uses current reports to communicate material events. For example, the company has filed 8-Ks to announce first, second, and third quarter results, giving investors timely access to earnings information and related commentary. It has also filed 8-Ks under Item 2.06 to disclose material impairments associated with closing certain eCommerce fulfillment centers in the United States and to describe impairment charges and a cash payment to Ocado linked to its automated fulfillment network.
Other 8-K filings cover shareholder and governance matters. Kroger reports the results of its Annual Meeting of Shareholders, including the election of directors, advisory votes on executive compensation, ratification of the independent auditor, and the outcomes of shareholder proposals on topics such as environmental and social reporting. These filings also document any technical issues or follow-up communications related to the meeting.
Over time, investors can use Kroger’s SEC filings to track its strategic decisions, such as updates to its eCommerce plan, the sale of non-core assets like Vitacost.com, and other corporate actions. On this page, Stock Titan surfaces those filings in one place and adds AI-powered summaries that explain key sections, highlight important items like 10-K and 10-Q disclosures when available, and make it easier to interpret complex language. Users can also monitor new 8-Ks and other forms in near real time, helping them stay aligned with Kroger’s regulatory reporting and corporate developments.
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.
Kroger Co. director Mark S. Sutton reported an automatic acquisition of phantom stock units under the company’s deferred compensation plan. On this date, he received 37.233 phantom shares through dividend reinvestment, bringing his phantom stock balance to 7,382.842 units. Each phantom share represents the right to receive one Kroger common share, which will be distributed after his service as an independent director ends. The filing also shows he directly owns 42,344 Kroger common shares.
The Kroger Co. Chairman and Interim CEO Ronald Sargent reported an acquisition of deferred compensation-based phantom stock. On
Each phantom share represents the right to receive one Kroger common share upon distribution from his deferred compensation account, generally following termination of his services as an independent director. After this transaction, Sargent held 68,236.940 phantom stock incentive shares and 281,565 Kroger common shares in direct ownership.
Kroger Co. director Elaine L. Chao reported an automatic acquisition of 78.027 phantom stock incentive shares on common stock equivalent terms. These phantom shares, valued at a reference price of $69.05 per share, were acquired through dividend reinvestment under a deferred compensation plan.
Each phantom share represents the right to receive one Kroger common share when amounts are distributed from her deferred compensation account, following the end of her service as an independent director. After this transaction, she holds 15,471.647 phantom stock incentive shares and 4,083.512 shares of Kroger common stock directly.
Kroger Co. director Anne Gates reported an automatic increase in deferred compensation tied to Kroger stock. She acquired 121.937 phantom stock incentive shares on
Each phantom share represents the right to receive one Kroger common share upon distribution from her deferred compensation account, generally after her service as an independent director ends. Following this award, she now holds 24,178.324 phantom stock shares and 31,025 Kroger common shares in direct ownership.
Kroger Co. director Nora A. Aufreiter received additional phantom stock units through a deferred compensation plan. On this date, she acquired 54.092 phantom stock incentive shares at a reference price of
Each phantom share represents the right to receive one Kroger common share when amounts are paid from her deferred compensation account, generally after her service as an independent director ends. Separately, she also holds 49,307 Kroger common shares directly.
Kroger Co. director and Chief Executive Officer Gregory S. Foran filed a Form 3 insider report related to the company’s common stock. The filing shows a holding entry dated February 10, 2026, with 0 shares of common stock reported as directly owned following the reported status.
Kroger Co. executive Victor Remon Smith filed an initial ownership report showing his existing equity holdings in the company. As of
Wellington Management’s affiliated entities report a sizable but non‑controlling stake in The Kroger Co. They disclose beneficial ownership of 20,068,489 shares of Kroger common stock, representing about 3.2% of the class as of 12/31/2025. The shares are owned of record by clients of various Wellington investment advisers, with Wellington entities having shared voting power over 20,061,519 shares and shared dispositive power over 20,068,489 shares, and no sole voting or dispositive power. The filing emphasizes that the holdings are in the ordinary course of business and are not intended to change or influence control of Kroger, and that no individual client is known to hold more than 5% of the stock.
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.