Kroger Co.'s Group VP & Controller Brian W. Nichols reported a tax-withholding disposition of 96 shares of common stock at $59.31 per share, used to pay tax liability on restricted stock. After this non-market transaction, he holds 14,143 Kroger shares directly.
Kroger Co. executive vice president Emilee F. DeMartino filed an initial Form 3 reporting her beneficial ownership of Kroger common stock. The filing shows she held no shares of common stock directly as of the reported date.
This Form 3 establishes her baseline ownership position as a new Section 16 reporting person for Kroger.
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 higher earnings for the first quarter ended May 23, 2026. Sales rose to $46.1 billion from $45.1 billion, up 2.2%, driven mainly by a 21.3% increase in supermarket fuel sales as average retail fuel prices climbed 22.7%.
Net earnings attributable to Kroger increased to $903 million from $866 million, and diluted EPS grew to $1.46 from $1.29. Adjusted diluted EPS was $1.58 versus $1.49, a 6.0% rise, even though adjusted net earnings slipped slightly. Identical sales excluding fuel and Adjusted Items grew 1.0%, reflecting stronger eCommerce, pharmacy, Fresh and Our Brands, partly offset by fewer units sold and pressure from legislation and pricing shifts.
Gross margin declined from 23.0% to 22.7%, mainly from mix toward fuel, higher transportation costs and egg deflation, while OG&A fell to 17.3% of sales, aided by cost savings. Operating profit increased to $1.4 billion. Kroger generated $1.8 billion in operating cash flow, invested $1.45 billion in capital projects, repaid $500 million of 3.5% senior notes, and reduced total debt including finance leases by $571 million versus year-end. It also repurchased 3.1 million shares for $213 million and ended the quarter with $2.9 billion in cash and an undrawn $2.75 billion credit facility.
Butier Mitchell R reported acquisition or exercise transactions in this Form 4 filing.
Kroger Co. director Mitchell R. Butier received a grant of 289 shares of Common Stock as part of a long-term incentive plan. The award was recorded at a price of $0.00 per share, reflecting that it was compensation rather than an open-market purchase. Following this grant, Butier directly holds 289 Kroger shares.
Kroger Co. director Mitchell R. Butier has 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 the reporting date.
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.
Chao Elaine L. reported acquisition or exercise transactions in this Form 4 filing.
Kroger Co. independent director Elaine L. Chao reported updated equity holdings. She received 88.021 phantom stock incentive shares, valued at $61.52 per unit, through dividend reinvestment under a deferred compensation plan. Each phantom share represents the right to receive one common share upon distribution.
Following these transactions, she holds 4,083.512 shares of common stock directly and 15,559.668 phantom stock units in her deferred compensation account, which will be distributed after her service as an independent director ends.
Sutton Mark S reported acquisition or exercise transactions in this Form 4 filing.
Kroger Co. director Mark S. Sutton reported routine compensation-related changes in his holdings. He received 42.002 phantom stock incentive shares at $61.5200 per share through dividend reinvestment in a deferred compensation plan. Each phantom share represents the right to receive one common share upon future distribution.
Following this award, Sutton holds 7,424.844 phantom stock units and 42,344 shares of Kroger common stock directly. The phantom stock will be distributed after his service as an independent director ends, so this filing reflects deferred, non-cash compensation rather than an open-market trade.