Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on March 2, 2025, the Board of Directors (the
“ Board”) of The Kroger Co. (the “ Company”) appointed Ronald Sargent to serve as interim Chief Executive Officer
and Chairman of the Board. In his role as interim Chief Executive Officer and Chairman of the Board, Mr. Sargent will receive an annual
base salary of $4,350,000, annualized for the duration of his service, and a grant of 60,515 shares of restricted stock, which will vest
one year from the date of the award.
SIGNATURES