Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers. On February 12, 2025, The Kroger Co. (“ Kroger” or the “ Company”) appointed David Kennerley, 51, as Senior Vice President and Chief Financial Officer, effective as of April 3, 2025. Mr. Kennerley will join Kroger on March 10, 2025 as Senior Vice President. Todd Foley, Kroger’s Interim Chief Financial Officer, will continue in that role until April 3, 2025, following which Mr. Foley will remain a Senior Vice President of the Company and continue to serve on the senior leadership team to support the Company until his retirement at the end of first quarter. Mr. Kennerley has been Senior Vice President and Chief Financial Officer for PepsiCo Europe since March 2020, and previously served in various roles at PepsiCo since 2001 including, Senior Vice President Finance for the company’s North American Bottling business, senior finance director for Global Beverages Group, manager in the International Corporate Finance/Treasury Department, and a number of roles across Sales and Commercial Finance. In his role as Senior Vice President and Chief Financial Officer of Kroger, Mr. Kennerley: (i) will receive an annual base salary of $800,000; (ii) is eligible for an annual incentive bonus target of $800,000; (iii) will receive a $1.35 million one-time cash bonus payment, on a predetermined schedule over the course of the first year of his employment; (iv) will receive a one-time grant of $2.8 million in restricted shares, vesting ratably over 3 years, to be awarded in March 2025; (v) is eligible for an annual long-term equity grant in March 2025, which vests over 4 years, and for performance unit equity awards pursuant to Kroger’s Long-Term Incentive Plan, together with a current total target value of $3.1 million. There are no family relationships, or arrangements or understandings between Mr. Kennerley and any other person pursuant to which he was elected Senior Vice President and Chief Financial Officer. Mr. Kennerley has not engaged in any transaction with the Company during the last fiscal year, and he does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.