8-K Reports
KROGER CO
CIK

56873

Accepted

Oct 5, 2026, 02:55 PM

Accession

0001104659-26-113599

8.01 Other Events
9.01 Financial Statements and Exhibits
Items (2)

Item 8.01 Other Events. On April 21, 2026, The Kroger Co. (the “ Company”) filed Registration Statement No. 333-295223 on Form S-3 with the Securities and Exchange Commission pursuant to Rule 415 registering an indeterminate amount of securities (the “ Registration Statement”). Pursuant to a Prospectus Supplement dated September 28, 2026, the Company is issuing $650,000,000 of debt securities denominated 5.800% Senior Notes due 2032, and $850,000,000 of debt securities denominated 6.200% Senior Notes due 2036 (collectively, the “ Notes”). Filed as Exhibit 1.1 to the Registration Statement was a form of Underwriting Agreement for the issuance of debt securities. In connection with the issuance of the Notes, the Company has executed an Underwriting Agreement dated as of September 28, 2026 and entered into a Pricing Agreement dated as of September 28, 2026, by and among the Company, Citigroup Global Markets Inc.,

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 28, 2026. 1.1.1 Pricing Agreement, dated as of September 28, 2026, by and among the Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. 4.1 Indenture, dated as of June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 20, 1999). 4.3.1 Fifty-First Supplemental Indenture, relating to the 5.800% Senior Notes due 2032, dated as of October 5, 2026, between the Company and U. S. Bank Trust Company, National Association (formerly known as Firstar Bank, National Association), as Trustee. 4.3.2 Fifty-Second Supplemental Indenture, relating to the 6.200% Senior Notes due 2036, dated as of October 5, 2026, between the Company and U. S. Bank Trust Company, National Association (formerly known as Firstar Bank, National Association), as Trustee. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 5.1 Opinion of George H. Vincent, Esq. 5.2 Opinion of Freshfields US LLP. 23.1 Consent of George H. Vincent, Esq., which is contained in his opinion filed as Exhibit 5.1. 23.2 Consent of Freshfields US LLP, which is contained in its opinion filed as Exhibit 5.2. SIGNATURE