UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 823, ~~2025~~2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-303

The Kroger Co.

(Exact name of registrant as specified in its charter)


Ohio		31-0345740
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1014 Vine Street, Cincinnati, Ohio 45202

(Address of principal executive offices)

(Zip Code)

(513) 762-4000

(Registrant’s telephone number, including area code)

Unchanged

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common, $1.00 Par Value	KR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

There were ~~632~~612,~~849~~647,~~160~~282 shares of Common Stock ($1 par value) outstanding as of ~~December~~June 924, ~~2025~~2026.

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	~~Third~~First Quarter Ended				~~Three Quarters Ended~~
	~~November~~May 823,		~~November~~May 924,		~~November 8,~~		~~November 9,~~
(In millions, except per share amounts)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Sales	$	3346,~~859~~121	$	3345,~~634~~118	$	~~112,917~~	$	~~112,815~~

Operating expenses
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below		2535,~~957~~493		2534,~~948~~551		~~86,638~~		~~87,332~~
Operating, general and administrative		87,~~467~~963		57,~~898~~923		~~22,358~~		~~19,388~~
Rent		~~194~~269		~~203~~271		~~667~~		~~672~~
Depreciation and amortization		~~782~~989		~~757~~1,051		~~2,610~~		~~2,486~~

Operating profit (loss)		(1,541)		828		644		2,937
Operating profit		1,407		1,322

Other income (expense)
Net interest expense (see Note 2)		(146)		(86)		(490)		(294)
Net interest expense		(209)		(199)
Non-service component of company-sponsored pension plan (expense) benefits		(2)		3		(6)		9
Non-service component of company-sponsored pension plan expense		(7)		(1)
Loss on investments		(~~101~~14)		(2019)		~~(64)~~		~~(125)~~
Gain on the sale of business		—		79		—		79


Net earnings before income tax expense		1,177		1,103
Net earnings (loss) before income tax expense		(1,790)		804		84		2,606


Income tax expense		273		235
Income tax expense (benefit)		(475)		187		(79)		568


Net earnings including noncontrolling interests		904		868
Net earnings (loss) including noncontrolling interests		(1,315)		617		163		2,038
Net income attributable to noncontrolling interests		1		2
Net income (loss) attributable to noncontrolling interests		5		(1)		8		7


Net earnings attributable to The Kroger Co.	$	903	$	866
Net earnings (loss) attributable to The Kroger Co.	$	(1,320)	$	618	$	155	$	2,031


Net earnings attributable to The Kroger Co. per basic common share	$	1.46	$	1.30
Net earnings (loss) attributable to The Kroger Co. per basic common share	$	(2.02)	$	0.85	$	0.23	$	2.79


Average number of common shares used in basic calculation		613		660
Average number of common shares used in basic calculation		655		723		659		722


Net earnings attributable to The Kroger Co. per diluted common share	$	1.46	$	1.29
Net earnings (loss) attributable to The Kroger Co. per diluted common share	$	(2.02)	$	0.84	$	0.23	$	2.77


Average number of common shares used in diluted calculation		615		664
Average number of common shares used in diluted calculation		655		728		662		728

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

(unaudited)


	~~Third~~First Quarter Ended				~~Three Quarters Ended~~
	~~November~~May 823,		~~November~~May 924,		~~November 8,~~		~~November 9,~~
(In millions)	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Net earnings (loss) including noncontrolling interests	$	(1,315)	$	617	$	163	$	2,038
Net earnings including noncontrolling interests	$	904	$	868

Other comprehensive income (loss)
Change in pension and other postretirement defined benefit plans, net of income tax(1)		13		(1)		2		~~(3)~~
Unrealized gains and losses on cash flow hedging activities, net of income tax(2)		—6		~~(50)~~1		—		~~(103)~~
Amortization of unrealized gains and losses on cash flow hedging activities, net of income tax(3)		12		2		6		6

Total other comprehensive income (loss)		2		(49)		8		(100)
Total other comprehensive income		11		2

Comprehensive income (loss)		(1,313)		568		171		1,938
Comprehensive income		915		870
Comprehensive income (loss) attributable to noncontrolling interests		5		(1)		8		7
Comprehensive income attributable to noncontrolling interests		1		2
Comprehensive income (loss) attributable to The Kroger Co.	$	(1,318)	$	569	$	163	$	1,931
Comprehensive income attributable to The Kroger Co.	$	914	$	868

(1) Amount is net of tax of $(1) for the first ~~three~~quarter ~~quarters~~ of ~~2024~~2026.

(2) Amount is net of tax of $~~(14)~~2 for the ~~third~~first quarter of ~~2024.~~2026 ~~Amount~~and ~~is net of tax of~~ $~~(30)~~1 for the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025.

(3) Amount is net of tax of $1 for the ~~third quarter of 2025. Amount is net of tax of $2 for the~~ first ~~three~~ quarters of ~~2025~~2026 and ~~$1 for the first three quarters of 2024~~2025.

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED BALANCE SHEETS

(unaudited)


	~~November~~May 823,		~~February~~January 131,
(In millions, except par amounts)	~~2025~~2026		~~2025~~2026
ASSETS
Current assets
Cash and temporary cash investments	$	32,~~956~~873	$	3,~~959~~334
Store deposits in-transit		1,~~111~~225		1,~~312~~244
Receivables		2,~~373~~101		2,~~195~~192
FIFO inventory		109,~~255~~883		9,~~442~~445
LIFO reserve		(2,~~541~~605)		(2,~~404~~553)
Prepaid and other current assets		~~840~~729		~~769~~843
Total current assets		1514,~~994~~206		1514,~~273~~505

Property, plant and equipment, net		24,~~087~~767		2524,~~703~~260
Operating lease assets		6,~~791~~769		6,~~839~~682
Intangibles, net		~~860~~851		~~834~~808
Goodwill		2,~~674~~624		2,~~674~~595
Other assets		1,~~034~~075		1,~~293~~103

Total Assets	$	5150,~~440~~292	$	5249,~~616~~953

LIABILITIES
Current liabilities
Current portion of long-term debt including obligations under finance leases	$	1,~~929~~264	$	~~272~~1,802
Current portion of operating lease liabilities		~~673~~668		~~599~~665
Accounts payable		1011,~~547~~278		10,~~124~~488
Accrued salaries and wages		1,~~216~~183		1,~~330~~267
Other current liabilities		3,~~857~~577		3,~~615~~886
Total current liabilities		1817,~~222~~970		1518,~~940~~108

Long-term debt including obligations under finance leases		1615,~~081~~731		1715,~~633~~764
Noncurrent operating lease liabilities		6,~~516~~529		6,~~578~~461
Deferred income taxes		~~917~~1,143		1,~~417~~094
Pension and postretirement benefit obligations		~~370~~414		~~387~~421
Other long-term liabilities		2,~~295~~027		2,~~380~~169

Total Liabilities		4443,~~401~~814		44,~~335~~017

Commitments and contingencies (see Note 5)

SHAREOWNERS’ EQUITY

Preferred shares, $100 par per share, 5 shares authorized and unissued		—		—
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2025 and 2024		1,918		1,918
Common shares, $1 par per share, 2,000 shares authorized; 1,918 shares issued in 2026 and 2025		1,918		1,918
Additional paid-in capital		3,~~871~~960		3,~~087~~907
Accumulated other comprehensive loss		(~~613~~624)		(~~621~~635)
Accumulated earnings		2829,~~205~~538		28,~~724~~850
Common shares in treasury, at cost, 1,276 shares in 2025 and 1,258 shares in 2024		(26,339)		(24,823)
Common shares in treasury, at cost, 1,305 shares in 2026 and 1,303 shares in 2025		(28,320)		(28,113)

Total Shareowners’ Equity - The Kroger Co.		76,~~042~~472		85,~~285~~927
Noncontrolling interests		~~(3)~~6		~~(4)~~9

Total Equity		76,~~039~~478		85,~~281~~936

Total Liabilities and Equity	$	5150,~~440~~292	$	5249,~~616~~953

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	~~Three~~First ~~Quarters~~Quarter Ended
	~~November~~May 823,		~~November~~May 924,
(In millions)	~~2025~~2026		~~2024~~2025
Cash Flows from Operating Activities:
Net earnings including noncontrolling interests	$	~~163~~904	$	~~2,038~~868
Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization		~~2,610~~989		21,~~486~~051
Asset impairment and store closure charges		~~125~~19		44108
Fulfillment network impairment and related charges		2,585		—
Operating lease asset amortization		179		184
Operating lease asset amortization		453		465
LIFO charge		52		40
LIFO charge		146		66
Share-based employee compensation		57		38
Share-based employee compensation		120		133
Deferred income taxes		51		(16)
Deferred income taxes		(522)		9
Loss on investments		14		19
Gain on sale of business		—		(79)
Other		(4)		(37)
Gain on sale of assets		(16)		(8)
Loss on investments		64		125
Other		(12)		(15)
Changes in operating assets and liabilities:
Store deposits in-transit		~~200~~19		~~134~~133
Receivables		(9374)		~~(238)~~47
Inventories		(~~896~~418)		(~~662~~23)
Prepaid and other current assets		(9293)		(~~204~~52)
Accounts payable		~~502~~563		~~578~~288
Accrued expenses		59(319)		77(243)
Income taxes receivable and payable		~~(86)~~183		2841
Operating lease liabilities		(~~450~~209)		(~~451~~134)
Other		(~~202~~139)		(~~136~~163)

Net cash provided by operating activities		41,~~658~~774		42,~~390~~149

Cash Flows from Investing Activities:
Payments for property and equipment, including payments for lease buyouts		(21,~~909~~293)		(31,~~133~~044)
Proceeds from sale of assets		54		310
Other		38		5
Net proceeds from sale of business		—		464
Other		(160)		(43)

Net cash used by investing activities		(31,~~015~~255)		(21,~~402~~039)

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		38		10,499
Payments on long-term debt including obligations under finance leases		(559)		(52)
Payments on long-term debt including obligations under finance leases		(180)		(145)
Dividends paid		(215)		(211)
Dividends paid		(659)		(651)
Proceeds from issuance of capital stock		30		145
Financing fees paid		—		(116)
Treasury stock purchases		(213)		(181)
Proceeds from issuance of capital stock		180		106
Other		(23)		(32)
Treasury stock purchases		(941)		(125)
Other		(84)		(81)

Net cash (used) provided by financing activities		(1,646)		9,487
Net cash used by financing activities		(980)		(331)

Net (decrease) increase in cash and temporary cash investments		(3461)		~~11,475~~779

Cash and temporary cash investments:
Beginning of year		3,~~959~~334		13,~~883~~959
End of period	$	32,~~956~~873	$	134,~~358~~738

Reconciliation of capital investments:
Payments for property and equipment, including payments for lease buyouts	$	(21,~~909~~293)	$	(31,~~133~~044)
Payments for lease buyouts		1130		4611
Changes in construction-in-progress payables		35(187)		~~271~~(150)
Total capital investments, excluding lease buyouts	$	(21,~~863~~450)	$	(21,~~816~~183)

Disclosure of cash flow information:
Cash paid during the year for net interest	$	~~570~~263	$	~~150~~269
Cash paid during the year for income taxes	$	~~530~~39	$	~~526~~203

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Income (Loss)		Earnings		Interest		Total
Balances at February 3, 2024	1,918	$	1,918	$	3,922	1,198	$	(20,682)	$	(489)	$	26,946	$	(14)	$	11,601
Balances at February 1, 2025	1,918	$	1,918	$	3,087	1,258	$	(24,823)	$	(621)	$	28,724	$	(4)	$	8,281
Issuance of common stock:
Stock options exercised	—		—		—	(34)		85145		—		—		—		85145
Restricted stock issued	—		—		(7665)	(1)		3332		—		—		—		(4333)
Treasury stock activity:
Stock options exchanged	—		—		—	24		(~~103~~181)		—		—		—		(~~103~~181)
Share-based employee compensation	—		—		5738	—		—		—		—		—		5738
Other comprehensive income net of tax of $22	—		—		—	—		—		70		—		—		70
Other comprehensive income net of tax of $2	—		—		—	—		—		2		—		—		2
Other	—		—		8199	—		(8199)		—		—2		—(3)		—(1)
Cash dividends declared ($0.29 per common share)	—		—		—	—		—		—		(210)		—		(210)
Cash dividends declared ($0.32 per common share)	—		—		—	—		—		—		(211)		—		(211)
Net earnings including noncontrolling interests	—		—		—	—		—		—		~~947~~866		92		~~956~~868

Balances at May 25, 2024	1,918	$	1,918	$	3,984	1,196	$	(20,748)	$	(419)	$	27,683	$	(5)	$	12,413
Balances at May 24, 2025	1,918	$	1,918	$	3,159	1,257	$	(24,926)	$	(619)	$	29,381	$	(5)	$	8,908
Issuance of common stock:
Stock options exercised	—		—		—	—(1)		818		—		—		—		818
Restricted stock issued	—		—		(96103)	(21)		5654		—		—		—		(4049)
Treasury stock activity:
Stock options exchanged	—		—		—	—		(1322)		—		—		—		(1322)
Share-based employee compensation	—		—		3245	—		—		—		—		—		3245
Other comprehensive income net of tax of $(38)	—		—		—	—		—		(121)		—		—		(121)
Other comprehensive income net of tax of $(1)	—		—		—	—		—		4		—		—		4
Other	—		—		6773	—		(6773)		—		—(2)		—(1)		—(3)
Cash dividends declared ($0.32 per common share)	—		—		—	—		—		—		(232)		—		(232)
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(234)		—		(234)
Net earnings (loss) including noncontrolling interests	—		—		—	—		—		—		466		(1)		465
Net earnings including noncontrolling interests	—		—		—	—		—		—		609		1		610

Balances at August 17, 2024	1,918	$	1,918	$	3,987	1,194	$	(20,764)	$	(540)	$	27,917	$	(6)	$	12,512
Balances at August 16, 2025	1,918	$	1,918	$	3,174	1,255	$	(24,949)	$	(615)	$	29,754	$	(5)	$	9,277
Issuance of common stock:
Stock options exercised	—		—		—	—(1)		1317		—		—		—		1317
Restricted stock issued	—		—		(23)	—		34		—		—		—		1
Treasury stock activity:
Stock options exchanged	—		—		—	—		(9)		—		—		—		(9)
Treasury stock purchases, at cost	—		—		655	21		(1,381)		—		—		—		(726)
Share-based employee compensation	—		—		44	—		—		—		—		—		44
Stock options exchanged	—		—		—	1		(22)		—		—		—		(22)
Other comprehensive income net of income tax of $(14)	—		—		—	—		—		(49)		—		—		(49)
Share-based employee compensation	—		—		37	—		—		—		—		—		37
Other	—		—		9	—		(9)		—		—		1		1
Other comprehensive income net of income tax of $1	—		—		—	—		—		2		—		—		2
Cash dividends declared ($0.32 per common share)	—		—		—	—		—		—		(236)		—		(236)
Other	—		—		8	—		(8)		—		—		(3)		(3)
Net earnings (loss) including noncontrolling interests	—		—		—	—		—		—		618		(1)		617
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(229)		—		(229)
Net earnings (loss) including noncontrolling interests	—		—		—	—		—		—		(1,320)		5		(1,315)

Balances at November 9, 2024	1,918	$	1,918	$	4,038	1,194	$	(20,766)	$	(589)	$	28,299	$	(6)	$	12,894
Balances at November 8, 2025	1,918	$	1,918	$	3,871	1,276	$	(26,339)	$	(613)	$	28,205	$	(3)	$	7,039
Issuance of common stock:
Stock options exercised	—		—		—	—1		212		—		—		—		212
Restricted stock issued	—		—		(21)	—		—		—		—		—		(21)
Treasury stock activity:
Treasury stock purchases, at cost	—		—		~~(1,000)~~—	6427		(41,~~038~~773)		—		—		—		(51,~~038~~773)
Stock options exchanged	—		—		—	—(1)		(313)		—		—		—		(313)
Share-based employee compensation	—		—		4237	—		—		—		—		—		4237
Other comprehensive income net of income tax of $(11)	—		—		—	—		—		(32)		—		—		(32)
Other comprehensive income net of income tax of $(7)	—		—		—	—		—		(22)		—		—		(22)
Other	—		—		9—	—		~~(9)~~—		—		—		212		212
Cash dividends declared ($0.32 per common share)	—		—		—	—		—		—		(209)		—		(209)
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(216)		—		(216)
Net earnings including noncontrolling interests	—		—		—	—		—		—		~~634~~861		—		~~634~~861

Balances at February 1, 2025	1,918	$	1,918	$	3,087	1,258	$	(24,823)	$	(621)	$	28,724	$	(4)	$	8,281
Balances at January 31, 2026	1,918	$	1,918	$	3,907	1,303	$	(28,113)	$	(635)	$	28,850	$	9	$	5,936

The accompanying notes are an integral part of the Consolidated Financial Statements.

THE KROGER CO.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREOWNERS’ EQUITY

(unaudited)


									Accumulated
				Additional					Other
	Common Stock			Paid-In		Treasury Stock			Comprehensive		Accumulated		Noncontrolling
(In millions, except per share amounts)	Shares	Amount		Capital		Shares	Amount		Income (Loss)		Earnings		Interest		Total
Balances at February 1, 2025	1,918	$	1,918	$	3,087	1,258	$	(24,823)	$	(621)	$	28,724	$	(4)	$	8,281
Balances at January 31, 2026	1,918	$	1,918	$	3,907	1,303	$	(28,113)	$	(635)	$	28,850	$	9	$	5,936
Issuance of common stock:
Stock options exercised	—		—		—	(41)		~~145~~30		—		—		—		~~145~~30
Restricted stock issued	—		—		(6553)	(1)		3225		—		—		—		(3328)
Treasury stock activity:
Stock options exchanged	—		—		—	4		(181)		—		—		—		(181)
Treasury stock purchases, at cost	—		—		—	3		(198)		—		—		—		(198)
Share-based employee compensation	—		—		38	—		—		—		—		—		38
Stock options exchanged	—		—		—	1		(15)		—		—		—		(15)
Other comprehensive income net of tax of $2	—		—		—	—		—		2		—		—		2
Share-based employee compensation	—		—		57	—		—		—		—		—		57
Other	—		—		99	—		(99)		—		2		(3)		(1)
Other comprehensive income net of tax of $4	—		—		—	—		—		11		—		—		11
Cash dividends declared ($0.32 per common share)	—		—		—	—		—		—		(211)		—		(211)
Other	—		—		49	—		(49)		—		—		(4)		(4)
Net earnings including noncontrolling interests	—		—		—	—		—		—		866		2		868
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(215)		—		(215)
Net earnings including noncontrolling interests	—		—		—	—		—		—		903		1		904

Balances at May 24, 2025	1,918	$	1,918	$	3,159	1,257	$	(24,926)	$	(619)	$	29,381	$	(5)	$	8,908
Balances at May 23, 2026	1,918	$	1,918	$	3,960	1,305	$	(28,320)	$	(624)	$	29,538	$	6	$	6,478
Issuance of common stock:
Stock options exercised	—		—		—	(1)		18		—		—		—		18
Restricted stock issued	—		—		(103)	(1)		54		—		—		—		(49)
Treasury stock activity:
Stock options exchanged	—		—		—	—		(22)		—		—		—		(22)
Share-based employee compensation	—		—		45	—		—		—		—		—		45
Other comprehensive income net of tax of $(1)	—		—		—	—		—		4		—		—		4
Other	—		—		73	—		(73)		—		(2)		(1)		(3)
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(234)		—		(234)
Net earnings including noncontrolling interests	—		—		—	—		—		—		609		1		610

Balances at August 16, 2025	1,918	$	1,918	$	3,174	1,255	$	(24,949)	$	(615)	$	29,754	$	(5)	$	9,277
Issuance of common stock:
Stock options exercised	—		—		—	(1)		17		—		—		—		17
Restricted stock issued	—		—		(3)	—		4		—		—		—		1
Treasury stock activity:
Treasury stock purchases, at cost	—		—		655	21		(1,381)		—		—		—		(726)
Stock options exchanged	—		—		—	1		(22)		—		—		—		(22)
Share-based employee compensation	—		—		37	—		—		—		—		—		37
Other comprehensive income net of income tax of $1	—		—		—	—		—		2		—		—		2
Other	—		—		8	—		(8)		—		—		(3)		(3)
Cash dividends declared ($0.35 per common share)	—		—		—	—		—		—		(229)		—		(229)
Net earnings (loss) including noncontrolling interests	—		—		—	—		—		—		(1,320)		5		(1,315)

Balances at November 8, 2025	1,918	$	1,918	$	3,871	1,276	$	(26,339)	$	(613)	$	28,205	$	(3)	$	7,039

The accompanying notes are an integral part of the Consolidated Financial Statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

All amounts in the Notes to the Unaudited Consolidated Financial Statements are in millions except per share amounts.

1.	ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying financial statements include the consolidated accounts of The Kroger Co., its wholly-owned subsidiaries and other consolidated entities. The ~~February~~January 131, ~~2025~~2026 balance sheet was derived from audited financial statements and, due to its summary nature, does not include all disclosures required by generally accepted accounting principles (“GAAP”). Significant intercompany transactions and balances have been eliminated. References to the “Company” in these Consolidated Financial Statements mean the consolidated company.

In the opinion of management, the accompanying unaudited Consolidated Financial Statements include adjustments, all of which are of a normal, recurring nature that are necessary for a fair statement of results of operations for such periods but should not be considered as indicative of results for a full year. The financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted, pursuant to SEC regulations. Accordingly, the accompanying Consolidated Financial Statements should be read in conjunction with the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026.

The unaudited information in the Consolidated Financial Statements for the ~~third~~first quarters ended ~~November~~May 823, ~~2025~~2026 and ~~November~~May 924, ~~2024~~2025 includes the results of operations of the Company for the 1216- ~~and 40-~~week periods then ended.

Fair Value Measurements

Fair value measurements are classified and disclosed in one of the following three categories:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities;

Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable; or

Level 3 – Unobservable pricing inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company records cash and temporary cash investments, store deposits in-transit, receivables, prepaid and other current assets, accounts payable, accrued salaries and wages and other current liabilities at approximated fair value. Certain other investments and derivatives are recorded as Level 1, 2 or 3 instruments.

The fair value of certain financial instruments, measured using Level 1 inputs, was $~~119~~128 and $~~183~~142 as of ~~November~~May 823, ~~2025~~2026 and ~~February~~January 131, ~~2025~~2026, respectively, and is included in “Other assets” in the Company’s Consolidated Balance Sheets. An unrealized loss for these Level 1 investments of approximately $6414 and $9319 for the first ~~three~~ quarters of ~~2025~~2026 and 2024, respectively, is included in “Loss on investments” in the Company’s Consolidated Statements of Operations. An unrealized loss for these Level 1 investments of approximately $101 and $20 for the third quarters of 2025 ~~and 2024~~, respectively, is included in “Loss on investments” in the Company’s Consolidated Statements of Operations.

InRefer ~~the~~to ~~first~~Note ~~quarter~~2 offor ~~2024,~~ the ~~Company~~disclosure ~~fully exited its position in a Level 1 equity investment, receiving proceeds totaling approximately $303, resulting in a realized gain~~ of ~~$23,~~debt ~~which~~instrument isfair ~~included in “Loss on investments” in the Company’s Consolidated Statements of Operations~~values.

The Company's forward-starting interest rate swaps are considered Level 2 instruments. The Company values these forward-starting interest rate swaps using observable forward yield curves. These forward yield curves are classified as Level 2 inputs.

Refer to Note 2 for the disclosure of debt instrument fair values.

Accounts Payable Financing Arrangement

The Company has an agreement with a third party to provide an accounts payable tracking system which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not affected by suppliers’ decisions to finance amounts under this arrangement. The payment term that the Company has with participating suppliers under these programs is approximately 90 days. Outstanding obligations under these financing arrangements are included in “Accounts payable” in the Company’s Consolidated Balance Sheets for $285 and $294 as of November 8, 2025 and February 1, 2025, respectively.

Impairment of Long-Lived Assets

The Company monitors the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses or a projection of continuing losses or a significant decrease in the market value of an asset. When a triggering event occurs, an impairment calculation is performed, comparing projected undiscounted future cash flows, utilizing current cash flow information and expected growth rates related to specific asset groups, to the carrying value for those asset groups. If the Company identifies impairment for long-lived assets to be held and used, the Company compares the assets’ current carrying value to the assets’ fair value. Fair value is based on current market values or discounted future cash flows. The Company records impairment when the carrying value exceeds fair market value. With respect to owned property and equipment held for disposal, the value of the property and equipment is adjusted to reflect recoverable values based on previous efforts to dispose of similar assets and current economic conditions. Impairment is recognized for the excess of the carrying value over the estimated fair market value, reduced by estimated direct costs of disposal. The Company recorded asset impairment and related charges totaling $2,585 for the third quarter and $2,710 for the first three quarters of 2025. This includes store closure costs recognized in the first quarter of 2025 of $100, $77 net of tax, related to the planned closing of approximately 60 stores and charges recognized in the third quarter of 2025 of $2,585, $1,968 net of tax, related to the Company’s fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 11 for additional details). The Company recorded asset impairments totaling $13 for the third quarter and $44 for the first three quarters of 2024. Costs to reduce the carrying value of long-lived assets for each of the years presented have been included in the Consolidated Statements of Operations as Operating, general and administrative (“OG&A”) expense.

2.	DEBT OBLIGATIONS

Long-term debt consists of:


	~~November~~May 823,		~~February~~January 131,
	~~2025~~2026		~~2025~~2026
1.70% to 8.00% Senior Notes due through 2064	$	14,~~862~~368	$	14,~~854~~864
Other		1,~~089~~010		1,~~055~~011

Total debt, excluding obligations under finance leases		15,~~951~~378		15,~~909~~875
Less current portion		(~~1,402~~866)		(~~104~~1,366)

Total long-term debt, excluding obligations under finance leases	$	14,~~549~~512	$	1514,~~805~~509

The fair value of the Company’s long-term debt, including current maturities, was estimated based on Level 2 quoted market prices for the same or similar issues adjusted for illiquidity based on available market evidence. If quoted market prices were not available, the fair value was based upon the net present value of the future cash flow using the forward interest rate yield curve in effect at ~~November~~May 823, ~~2025~~2026 and ~~February~~January 131, ~~2025~~2026. At ~~November~~May 823, ~~2025~~2026, the fair value of total debt was $1514,~~118~~159 compared to a carrying value of $15,~~951~~378. At ~~February~~January 131, ~~2025~~2026, the fair value of total debt was $14,~~648~~975 compared to a carrying value of $15,~~909~~875.

In the ~~second~~first quarter of ~~2024~~2026, the Company ~~terminated~~repaid ~~five forward-starting interest rate swaps with a maturity date~~ $500 of ~~August~~senior 1,notes ~~2027~~bearing ~~and~~ an ~~aggregate notional amount totaling $5,350. These forward-starting~~ interest rate ~~swaps were hedging the variability in future benchmark interest payments attributable to changing interest rates on the forecasted issuance~~ of fixed-rate debt that was issued in the third quarter of 2024. A notional amount of $2,350 of these forward-starting interest rate swaps was designated as a cash-flow hedge as defined by GAAP. Accordingly, the unamortized gain of $48, $36 net of tax, was deferred in accumulated other comprehensive income and is amortized to earnings as the interest payments are made. The remainder of the notional amount of $ 3~~,000 of the forward-starting interest rate swaps was not designated as a cash-flow hedge~~.5% ~~Accordingly,~~using ~~the changes in the fair value of these forward-starting interest rate swaps not designated as~~ cash~~-flow~~ hedges were recognized through net earnings. During the first three quarters of 2024, the Company recognized a realized loss of $55 related to these forward-starting interest rate swaps that is included in “Loss on ~~investments” in the Company’s Consolidated Statements of Operations~~hand.

~~Cash~~As ~~paid for interest expense related to long-term debt including obligations under finance leases was $738 and $355 for the first three quarters~~ of ~~2025~~May ~~and 2024~~23, ~~respectively. Interest~~2026 ~~income of approximately $48~~ and ~~$147~~January ~~for the third quarters of 2025 and 2024~~31, ~~respectively~~2026, isOther ~~included~~debt inconsisted ~~“Net~~primarily ~~interest~~of ~~expense”~~a infinancial ~~the~~obligation ~~Company’s~~related ~~Consolidated~~to ~~Statements~~a ofsale ~~Operations. Interest~~transaction ~~income~~for ofproperties ~~approximately~~that ~~$163~~did ~~and~~not ~~$220~~qualify for ~~the~~sale-leaseback ~~first~~accounting ~~three~~treatment ~~quarters of 2025 and 2024, respectively, is included~~ in ~~“Net interest expense” in the Company’s Consolidated Statements of Operations~~2021.

As of November 8, 2025 and February 1, 2025, Other debt consisted primarily of a financial obligation related to a sale transaction for properties that did not qualify for sale-leaseback accounting treatment in 2021.

3.	BENEFIT PLANS

The following table provides the components of net periodic benefit cost ~~(benefit)~~ for the company-sponsored defined benefit pension plans and other postretirement benefit plans for the ~~third~~first quarters of ~~2025~~2026 and ~~2024~~2025:


	~~Third~~First Quarter Ended
	Pension Benefits				Other Benefits
	~~November~~May 823,		~~November~~May 924,		~~November~~May 823,		~~November~~May 924,
	~~2025~~2026		~~2024~~2025		~~2025~~2026		~~2024~~2025
Components of net periodic benefit cost (benefit):
Components of net periodic benefit cost:
Service cost	$	2	$	2	$	12	$	1
Interest cost		3139		3040		23		24
Expected return on plan assets		(3239)		(3442)		—		—
Amortization of:
Prior service cost		—		—		—(1)		(1)
Actuarial loss (gain)		36		24		(21)		(24)

Net periodic benefit cost	$	48	$	—4	$	13	$	—

The ~~following~~Company ~~table~~is ~~provides~~not ~~the~~required ~~components~~to ofmake ~~net~~any ~~periodic~~significant ~~benefit~~contributions ~~cost~~to ~~(benefit)~~its ~~for the~~ company-sponsored ~~defined benefit~~ pension plans ~~and~~in ~~other~~2026 ~~post~~but may make contributions to the extent such contributions are beneficial to the Company. The Company did not make any significant contributions to its company-~~retirement~~sponsored ~~benefit~~pension plans ~~for~~in the first ~~three~~ quarters of ~~2025~~2026 ~~and~~or ~~2024:~~2025.


	Three Quarters Ended
	Pension Benefits				Other Benefits
	November 8,		November 9,		November 8,		November 9,
	2025		2024		2025		2024
Components of net periodic benefit cost (benefit):
Service cost	$	6	$	5	$	3	$	3
Interest cost		103		101		7		8
Expected return on plan assets		(106)		(114)		—		—
Amortization of:				0				0
Prior service cost		—		—		(3)		(3)
Actuarial loss (gain)		9		7		(4)		(8)

Net periodic benefit cost (benefit)	$	12	$	(1)	$	3	$	—

The Company contributed $114 and $109 to employee 401(k) retirement savings accounts in the first quarters of 2026 and 2025, respectively.

109

The Company is not required to make any contributions to its company-sponsored pension plans in 2025 but may make contributions to the extent such contributions are beneficial to the Company. The Company did not make any significant contributions to its company-sponsored pension plans in the first three quarters of 2025 or 2024.

The Company contributed $251 and $255 to employee 401(k) retirement savings accounts in the first three quarters of 2025 and 2024, respectively.

4.	EARNINGS PER COMMON SHARE

Net earnings ~~(loss)~~ attributable to The Kroger Co. per basic common share equals net earnings ~~(loss)~~ attributable to The Kroger Co. less income ~~(loss)~~ allocated to participating securities divided by the weighted-average number of common shares outstanding. Net earnings ~~(loss)~~ attributable to The Kroger Co. per diluted common share equals net earnings attributable to The Kroger Co. less income ~~(loss)~~ allocated to participating securities divided by the weighted-average number of common shares outstanding, after giving effect to dilutive stock options. The following table provides a reconciliation of net earnings ~~(loss)~~ attributable to The Kroger Co. and shares used in calculating net earnings ~~(loss)~~ attributable to The Kroger Co. per basic common share to those used in calculating net earnings ~~(loss)~~ attributable to The Kroger Co. per diluted common share:


	~~Third~~First Quarter Ended					~~Third~~First Quarter Ended
	~~November~~May 823, ~~2025~~2026					~~November~~May 924, ~~2024~~2025
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings (loss) attributable to The Kroger Co. per basic common share	$	(1,321)	655	$	(2.02)	$	613	723	$	0.85
Net earnings attributable to The Kroger Co. per basic common share	$	897	613	$	1.46	$	860	660	$	1.30
Dilutive effect of stock options			—2					54

Net earnings (loss) attributable to The Kroger Co. per diluted common share	$	(1,321)	655	$	(2.02)	$	613	728	$	0.84
Net earnings attributable to The Kroger Co. per diluted common share	$	897	615	$	1.46	$	860	664	$	1.29


	Three Quarters Ended					Three Quarters Ended
	November 8, 2025					November 9, 2024
				Per					Per
	Earnings		Shares	Share		Earnings		Shares	Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
Net earnings attributable to The Kroger Co. per basic common share	$	151	659	$	0.23	$	2,015	722	$	2.79
Dilutive effect of stock options			3					6

Net earnings attributable to The Kroger Co. per diluted common share	$	151	662	$	0.23	$	2,015	728	$	2.77

The Company had combined undistributed and distributed earnings to participating securities totaling $6 in both the first quarters of 2026 and 2025.

The Company had ~~combined~~options ~~undistributed~~outstanding ~~and~~for ~~distributed~~approximately ~~earnings~~2 tomillion ~~participating~~and ~~securities totaling $~~1 ~~and~~million $5shares induring the ~~third~~first quarters of ~~2025~~2026 and ~~2024~~2025, respectively~~. For~~, ~~the~~that ~~first~~were ~~three~~excluded ~~quarters~~from the computations of ~~2025~~net ~~and~~earnings ~~2024,~~per ~~the~~diluted ~~Company~~common ~~had~~share ~~combined~~because ~~undistributed~~their ~~and~~inclusion ~~distributed~~would ~~earnings~~have tohad ~~participating~~an ~~securities~~anti-dilutive ofeffect $4on ~~and~~net ~~$16,~~earnings ~~respectively~~per share.

The Company had options outstanding for approximately 3 million shares during the third quarter of 2024 that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share. In the third quarter of 2025, there was no dilutive effect of stock options due to the Company having a net loss. The Company had options outstanding for approximately 1 million and 3 million shares during the first three quarters of 2025 and 2024, respectively, that were excluded from the computations of net earnings per diluted common share because their inclusion would have had an anti-dilutive effect on net earnings per share.

5.	COMMITMENTS AND CONTINGENCIES

The Company continuously evaluates contingencies based upon the best available evidence.

The Company believes that allowances for loss have been provided to the extent necessary and that its assessment of contingencies is reasonable. To the extent that resolution of contingencies results in amounts that vary from the Company’s estimates, future earnings will be charged or credited.

The principal contingencies are described below:

Insurance — The Company’s workers’ compensation risks are self-insured in most states. In addition, other workers’ compensation risks and certain levels of insured general liability risks are based on retrospective premium plans, deductible plans and self-insured retention plans. The liability for workers’ compensation risks is accounted for on a present value basis. Actual claim settlements and expenses incident thereto may differ from the provisions for loss. Property risks have been underwritten by a subsidiary and are all reinsured with unrelated insurance companies. Operating divisions and subsidiaries have paid premiums, and the insurance subsidiary has provided loss allowances, based upon actuarially determined estimates.

Litigation — Various claims and lawsuits arising in the normal course of business, including personal injury, contract disputes, employment discrimination, wage and hour and other regulatory claims are pending against the Company. Some of these suits purport or have been determined to be class actions and/or seek substantial damages. Although it is not possible at this time to evaluate the merits of all of these claims and lawsuits, nor their likelihood of success, the Company is of the belief that any resulting liability will not have a material effect on the Company’s financial position, results of operations, or cash flows.

The Company continually evaluates its exposure to loss contingencies arising from pending or threatened litigation and believes it has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable. Nonetheless, assessing and predicting the outcomes of these matters involves substantial uncertainties. Management currently believes that the aggregate range of loss for the Company’s exposure is not material to the Company. It remains possible that despite management’s current belief, material differences in actual outcomes or changes in management’s evaluation or predictions could arise that could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Opioids

The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to create a public nuisance through the distribution and dispensing of opioids.

On ~~September~~December 830, ~~2023~~2024, the Company ~~announced~~finalized ~~that~~a itsettlement ~~reached an agreement in principle~~ with plaintiffs to settle the majority of opioid claims that have been or could be brought against Kroger by states and subdivisions in which it operates~~, subdivisions, and Native American tribes~~. ~~Along~~On ~~with~~September ~~the~~26, ~~execution of certain non-monetary conditions~~2025, the Company ~~agreed~~finalized toa ~~pay~~separate upopioid tosettlement ~~$1,200~~with toplaintiffs ~~states and subdivisions and $36~~ to ~~Native~~settle ~~American~~all ~~tribes~~of ~~in funding for abatement efforts, and approximately $177 to cover attorneys’ fees and costs. The exact payment amount will depend on several factors, including~~ the ~~extent to which states take action to foreclose~~ opioid ~~lawsuits~~claims bythat ~~political~~have ~~subdivisions~~been ~~(e.g., by passing laws barring~~ or ~~limiting~~could ~~opioid~~be ~~lawsuits~~brought ~~by political subdivisions), and the extent to which additional political subdivisions in participating states file additional opioid lawsuits~~ against ~~the~~Kroger ~~Company. The~~by ~~settlement provides for the full resolution of all claims on behalf of participating states, subdivisions and~~ Native American tribes ~~and is not an admission of any wrongdoing or liability~~. Certain opioid-related cases against the Company will remain pending in the multidistrict litigation and in various state courts, including those brought by non-participating states and subdivisions and private parties such as hospitals and third-party payors. The Company continues to defend these cases.

As apart ~~result~~of these settlement agreements, the Company ~~concluded~~agreed ~~that~~to ~~the~~pay ~~agreement~~up to $1,200 to states and subdivisions and $36 to Native American tribes in ~~principle~~funding for abatement efforts over 11 years, and approximately $177 to cover attorneys’ fees and costs over 6 years. The exact payment amounts to the ~~settlement~~states ofand ~~opioid~~subdivisions ~~claims~~will ~~was~~depend ~~probable~~on several factors, ~~and~~including ~~for~~the extent to which ~~the~~states ~~related~~take ~~loss~~action ~~was~~to ~~reasonably~~foreclose ~~estimable~~opioid lawsuits by political subdivisions (e.g., ~~Accordingly~~by passing laws barring or limiting opioid lawsuits by political subdivisions), and the extent to which additional political subdivisions in ~~2023,~~participating states file additional opioid lawsuits against the Company. The ~~recognized~~settlements ~~opioid~~provide ~~settlement~~for ~~charges~~the full resolution of ~~$1,413,~~all ~~$1,113~~claims ~~net~~on behalf of ~~tax~~participating states, ~~relating~~subdivisions toand ~~the~~Native ~~nationwide~~American ~~opioid~~tribes ~~settlement~~and ~~framework~~are not an admission of any wrongdoing or liability. Certain ~~This~~opioid-related ~~charge~~cases ~~was~~against ~~included~~the Company remain pending in ~~“Operating~~the multidistrict litigation and in various state courts, ~~general~~including those brought by non-participating states and ~~administrative”~~subdivisions inand ~~the~~private parties such as hospitals and third-party payors. The Company’s ~~Consolidated~~continues ~~Statement~~to ofdefend ~~Operations~~these cases.

12As of May 23, 2026, the Company recorded $132 and $844 of the estimated settlement liability in “Other current liabilities” and “Other long-term liabilities,” respectively, in the Company’s Consolidated Balance Sheets related to these opioid settlements. As of January 31, 2026, the Company recorded $132 and $981 of the estimated settlement liability in “Other current liabilities” and “Other long-term liabilities,” respectively, in the Company’s Consolidated Balance Sheets related to these opioid settlements.

The agreement described above includes payments of approximately $1,236 and $177, in equal installments over 11 years and 6 years, respectively. In 2024, the Company made its first annual payment for $138 into an escrow account, which was recorded in “Prepaid and other current assets” in the Company’s Consolidated Balance Sheets. This payment was subsequently released from escrow on February 20, 2025. The Company made its second annual payment of $138 on March 5, 2025. This payment was recorded in “Other” within “Changes in operating assets and liabilities” in the Company’s Consolidated Statement of Cash Flows.

In 2024, certain states and subdivisions confirmed their participation or lack of participation in the agreement described above, which resulted in immaterial changes to the settlement amount and timing of payments. On October 31, 2024, the Company determined that there is sufficient participation in the settlement by states and subdivisions and elected to proceed with the settlement. The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes became effective on September 26, 2025. The Company also entered into and finalized separate agreements with certain states and their subdivisions in 2024 and 2025 that resulted in immaterial changes to the settlement amount and timing of payments.

As of November 8, 2025, the Company recorded $132 and $979 of the estimated settlement liability in “Other current liabilities” and “Other long-term liabilities,” respectively, in the Company’s Consolidated Balance Sheets related to these opioid settlements. As of February 1, 2025, the Company recorded $279 and $1,139 of the estimated settlement liability in “Other current liabilities” and “Other long-term liabilities,” respectively, in the Company’s Consolidated Balance Sheets related to these opioid settlements.

The foregoing settlements are not admissions of wrongdoing or liability by the Company and the Company will continue to vigorously defend against any other claims and lawsuits relating to opioids that the settlements do not resolve, including private plaintiff litigation. The Company continues to believe it has strong legal defenses and appellate arguments in those cases.

Because of the many uncertainties associated with any settlement arrangement or other resolution of opioid-related litigation matters, and because the Company continues to actively defend ongoing litigation for which it believes it has defenses and assertions that have merit, the Company is not able to reasonably estimate the range of ultimate possible loss for all opioid-related litigation matters at this time.

Termination of the Merger with Albertsons Companies, Inc.

As previously disclosed, on October 13, 2022, the Company entered into a merger agreement (the “Merger Agreement”) with Albertsons Companies, Inc. (“Albertsons”) pursuant to which the Company would have acquired Albertsons. On February 26, 2024, the Federal Trade Commission instituted an administrative proceeding to prohibit the merger and filed suit in the United States District Court for the District of Oregon requesting a preliminary injunction to block the merger. On December 10, 2024, the court issued a preliminary injunction enjoining the consummation of the merger.

On December 10, 2024, Albertsons sued the Company in the Delaware Court of Chancery for alleged breaches of the Merger Agreement and the implied covenant of good faith and fair dealing. Albertsons seeks payment of a $600 termination fee that Albertsons alleges it is owed under the Merger Agreement, as well as additional damages, including expenses paid by Albertsons in connection with the Merger and the lost premium Albertsons alleges is owed to its shareholders, as well as other relief.

On December 11, 2024, the Company delivered a notice to Albertsons terminating the Merger Agreement, which notified Albertsons that a prior termination letter sent by Albertsons to Kroger on December 10, 2024 was not an effective termination. In connection with the notice, Kroger notified Albertsons that Kroger has no obligation to pay the $600 termination fee because Albertsons failed to perform and comply in all material respects with its covenants under the Merger Agreement.

On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint and filed counterclaims that seek recovery for breaches of the Merger Agreement by Albertsons. Trial is scheduled to begin in the case on October 19, 2026.

Assignments — The Company is contingently liable for leases that have been assigned to various third parties in connection with facility closings and dispositions. The Company could be required to satisfy the obligations under the leases if any of the assignees are unable to fulfill their lease obligations. Due to the wide distribution of the Company’s assignments among third parties, and various other remedies available, the Company believes the likelihood that it will be required to assume a material amount of these obligations is remote.

6.	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table represents the changes in AOCI by component for the first ~~three~~ quarters of ~~2025~~2026 and ~~2024~~2025:


			Pension and
	Cash Flow		Postretirement
	Hedging		Defined Benefit
	Activities(1)		Plans(1)		Total(1)
Balance at February 3, 2024	$	60	$	(549)	$	(489)
OCI before reclassifications(2)		(103)		—		(103)
Amounts reclassified out of AOCI(3)		6		(3)		3
Net current-period OCI		(97)		(3)		(100)
Balance at November 9, 2024	$	(37)	$	(552)	$	(589)

Balance at February 1, 2025	$	(35)	$	(586)	$	(621)
Amounts reclassified out of AOCI(3)		6		2		8
OCI before reclassifications(2)		1		—		1
Net current-period OCI		6		2		8
Amounts reclassified out of AOCI(3)		2		(1)		1
Balance at November 8, 2025	$	(29)	$	(584)	$	(613)
Net current-period OCI		3		(1)		2
Balance at May 24, 2025	$	(32)	$	(587)	$	(619)

Balance at January 31, 2026	$	(24)	$	(611)	$	(635)
OCI before reclassifications(2)		6		—		6
Amounts reclassified out of AOCI(3)		2		3		5
Net current-period OCI		8		3		11
Balance at May 23, 2026	$	(16)	$	(608)	$	(624)

(1)	All amounts are net of tax.

(2) Net of tax of $~~(30)~~1 for cash flow hedging activities for the first ~~three~~quarter ~~quarters~~of 2025 and $2 for the first quarter of ~~2024~~2026.

(3) Net of tax of $1 for cash flow hedging activities ~~and $(1)~~ for ~~pension and postretirement defined benefit plans for~~ the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. Net of tax of $21 for cash flow hedging activities and $1 for pension and postretirement defined benefit plans for the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026.

~~The following table represents the items reclassified out of AOCI and the related tax effects for the third quarter and first three quarters of 2025 and 2024:~~12


	Third Quarter Ended				Three Quarters Ended
	November 8,		November 9,		November 8,		November 9,
	2025		2024		2025		2024
Cash flow hedging activity items:
Amortization of gains and losses on cash flow hedging activities(1)	$	2	$	2	$	8	$	7
Tax expense		(1)		—		(2)		(1)
Net of tax		1		2		6		6

Pension and postretirement defined benefit plan items:
Amortization of amounts included in net periodic pension cost(2)		1		(1)		2		(4)
Tax expense		—		—		—		1
Net of tax		1		(1)		2		(3)
Total reclassifications, net of tax	$	2	$	1	$	8	$	3

The following table represents the items reclassified out of AOCI and the related tax effects for the first quarters of 2026 and 2025:


		First Quarter Ended
		May 23,			May 24,
		2026			2025
Cash flow hedging activity items:
Amortization of gains and losses on cash flow hedging activities⁽¹⁾		$	3		$	3
Tax expense			(1)			(1)
Net of tax			2			2

Pension and postretirement defined benefit plan items:
Amortization of amounts included in net periodic pension cost⁽²⁾			4			(1)
Tax expense			(1)			—
Net of tax			3			(1)
Total reclassifications, net of tax		$	5		$	1

(1)	Reclassified from AOCI into interest expense.

(2)	Reclassified from AOCI into non-service component of company-sponsored pension plan costs. These components are included in the computation of net periodic pension cost (see Note 3 for additional details).

147. SEGMENT REPORTING

7The Company operates supermarkets, multi-department stores and fulfillment centers throughout the United States. ~~LEASES~~The ~~AND~~Company’s ~~LEASE~~retail operations, which represent substantially all of the Company’s consolidated sales, are its only reportable segment. The retail operations’ segment revenues are predominately earned as consumer products are sold to customers in our stores, fuel centers and via the Company’s eCommerce business. The Company aggregates its operating divisions into one reportable segment due to the operating divisions having similar economic characteristics with similar long-~~FINANCED~~term ~~TRANSACTIONS~~financial performance. In addition, the Company’s operating divisions offer customers similar products, have similar distribution methods, operate in similar regulatory environments, purchase the majority of the merchandise for retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve similar types of customers, and are allocated capital from a centralized location. Operating divisions are organized primarily on a geographical basis so the operating division management team can be responsive to local needs of the operating division and can execute company strategic plans and initiatives throughout the locations in their operating division. This geographical separation is the primary differentiation between these retail operating divisions. The geographical basis of organization reflects how the business is managed and how the Company’s principal executive officer, who acts as the Company’s chief operating decision maker (“CODM”), assesses performance internally. All of the Company’s operations are domestic.

On May 17, 2018, the Company entered into a Partnership Framework Agreement with Ocado International Holdings Limited and Ocado Group plc (“Ocado”), which has since been amended and restated. In accordance with GAAP, the Company determined the arrangement with Ocado contains a lease of the robotic equipment used to fulfill customer orders. The Company elected to combine the lease and non-lease elements in the contract. As a result, the Company will account for all payments to Ocado as lease payments. During the second quarter of 2025, Ocado drew down the entire $152 from its letter of credit under the Amended and Restated Partnership Framework Agreement. The Company recorded finance lease assets of $23 for the portion of the payment allocated to commenced leases. The remaining payment amount was treated as prepaid rent and was recorded in “Other assets” in the Company’s Consolidated Balance Sheet and in “Other” within “Cash Flows from Investing Activities” in the Company’s Consolidated Statement of Cash Flows. As of February 1, 2025, the Company had $926 of net finance lease assets included within “Property, plant and equipment, net” in the Company’s Consolidated Balance Sheets related to the Company's agreement with Ocado. During the third quarter of 2025, the Company recorded impairment and related charges related to the Company’s automated fulfillment network (see Note 11 for additional details). Due to this impairment, the Company did not have any net finance lease assets as of November 8, 2025. As of November 8, 2025 and February 1, 2025, the Company had $433 and $104, respectively, of current finance lease liabilities recorded within “Current portion of long-term debt including obligations under finance leases" and $498 and $781, respectively, of non-current finance lease liabilities recorded within “Long-term debt including obligations under finance leases” in the Company’s Consolidated Balance Sheets. The finance lease liabilities recorded within “Current portion of long-term debt including obligations under finance leases” increased, and the non-current portion of “Long-term debt including obligations under finance leases” decreased primarily due to an accrued cash termination payment to Ocado of approximately $350 for the closure and cancellation of certain fulfillment centers.

8. SEGMENT REPORTING

The Company operates supermarkets, multi-department stores and fulfillment centers throughout the United States. The Company’s retail operations, which represent 99% of the Company’s consolidated sales, are its only reportable segment. The retail operations’ segment revenues are predominately earned as consumer products are sold to customers in our stores, fuel centers and via the Company’s eCommerce business. The Company aggregates its operating divisions into one reportable segment due to the operating divisions having similar economic characteristics with similar long-term financial performance. In addition, the Company’s operating divisions offer customers similar products, have similar distribution methods, operate in similar regulatory environments, purchase the majority of the merchandise for retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve similar types of customers, and are allocated capital from a centralized location. Operating divisions are organized primarily on a geographical basis so the operating division management team can be responsive to local needs of the operating division and can execute company strategic plans and initiatives throughout the locations in their operating division. This geographical separation is the primary differentiation between these retail operating divisions. The geographical basis of organization reflects how the business is managed and how the Company’s Interim Chief Executive Officer, who acts as the Company’s chief operating decision maker (“CODM”), assesses performance internally. All of the Company’s operations are domestic.

The Company’s CODM assesses performance and allocates resources for the retail operations segment using segment FIFO earnings before net interest expense, income tax expense and depreciation and amortization (“EBITDA”). The Company defines FIFO EBITDA as EBITDA excluding the LIFO charge. The Company’s CODM also uses segment FIFO EBITDA to measure the operational effectiveness of the Company’s financial model, compare the performance of core operating results between periods, against budget and against competitors and evaluate whether to invest capital in the retail operations segment or in other parts of the Company, such as for share repurchases or dividend payments. The Company’s CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

1513

The following table presents the Company’s retail operations segment revenue, measure of segment profit or loss, significant segment expenses and reconciliation of retail operations segment FIFO EBITDA to consolidated net earnings ~~(loss)~~ before income tax expense and retail operations segment sales to consolidated sales for the ~~third quarter and~~ first ~~three~~ quarters of ~~2025~~2026 and ~~2024~~2025:


	~~Third~~First Quarter Ended				~~Three Quarters Ended~~
	~~November~~May 823,		~~November~~May 924,		~~November 8,~~		~~November 9,~~
	~~2025~~2026		~~2024~~2025(1)		~~2025~~		~~2024~~
Retail operations segment sales	$	3346,~~568~~121	$	3245,~~965~~118	$	~~112,019~~	$	~~109,916~~
Retail operations segment expenses:
Merchandise costs(1)		23,950		23,571		79,998		78,601
Merchandise costs, including advertising, warehousing, and transportation, excluding the LIFO charge		35,441		34,511
Expenses in gross(2)		1,958		2,000		6,484		6,710
Operating, general, and administrative		7,963		7,923
Operating, general, and administrative		8,375		5,778		22,067		18,984
Rent		269		271
Rent		192		200		660		662
Retail operations segment FIFO EBITDA	$	2,448	$	2,413
Retail operations segment FIFO EBITDA	$	(907)	$	1,416	$	2,810	$	4,959


Reconciliation of net earnings before income tax expense:
Reconciliation of net earnings (loss) before income tax expense:
Retail operations segment FIFO EBITDA	$	2,448	$	2,413
Retail operations segment FIFO EBITDA	$	(907)	$	1,416	$	2,810	$	4,959
Depreciation and amortization		(989)		(1,051)
Depreciation and amortization		(782)		(757)		(2,610)		(2,486)
LIFO charge		(52)		(40)
LIFO charge		(44)		(4)		(146)		(66)
Net interest expense		(209)		(199)
Other FIFO EBITDA(3)		192		173		590		530
Non-service component of company-sponsored pension plan expense		(7)		(1)
Net interest expense		(146)		(86)		(490)		(294)
Loss on investments		(14)		(19)
Non-service component of company-sponsored pension plan (expense) benefits		(2)		3		(6)		9
Consolidated net earnings before income tax expense	$	1,177	$	1,103
Loss on investments		(101)		(20)		(64)		(125)
Gain on the sale of business		—		79		—		79
Consolidated net earnings (loss) before income tax expense	$	(1,790)	$	804	$	84	$	2,606

Reconciliation of sales:
Retail operations segment sales	$	33,568	$	32,965	$	112,019	$	109,916
Other sales(3)		291		669		898		2,899
Consolidated sales	$	33,859	$	33,634	$	112,917	$	112,815

(1) ~~Merchandise~~The ~~costs~~presentation ~~include~~of ~~product~~segment ~~costs,~~revenues ~~net~~and ofsignificant ~~discounts~~segments ~~and~~expenses ~~allowances~~for the first quarter ended May 24, 2025 has been recast to conform to the current year presentation and ~~food~~reflects ~~production~~operating ~~costs~~segment information reviewed by the Company's current CODM.

(2) Expenses in gross include advertising costs, warehousing costs, including receiving and inspection costs, and transportation costs.

(3) Other sales and other FIFO EBITDA primarily include other operating segments that are not part of the retail operations segment such as third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics.

168. INCOME TAXES

The effective income tax rate was 23.2% for the first quarter of 2026 and 21.3% for the first quarter of 2025. The effective income tax rate for the first quarter of 2026 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and the benefit from share-based payments. The effective income tax rate for the first quarter of 2025 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions including the benefit from share-based payments.

9.	RECENTLY ISSUED ACCOUNTING STANDARDS

9In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-use Software.” The ~~INCOME~~ASU ~~TAXES~~was issued to modernize the accounting for internal-use software by eliminating the accounting consideration of software project development stages, clarifying the criteria to begin capitalizing costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

The effective income tax rate was 26.5% for the third quarter of 2025 and 23.3% for the third quarter of 2024. The effective income tax rate was (94.0)% for the first three quarters of 2025 and 21.8% for the first three quarters of 2024. The effective income tax rate for the third quarter of 2025, which represents a tax benefit on a net loss before income tax expense, differed from the federal statutory rate due to a tax benefit related to classifying a certain subsidiary as held for sale and the utilization of tax credits and deductions, partially offset by the effect of state income taxes. The effective income tax rate for the first three quarters of 2025, which represents a tax benefit on net earnings before income tax expense, differed from the federal statutory rate due to a tax benefit related to classifying a certain subsidiary as held for sale and the utilization of tax credits and deductions, including the benefit from share based payments, which includes $7 for executive stock compensation for a former executive, partially offset by the effect of state income taxes. The effective income tax rate for the third quarter of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions. The effective income tax rate for the first three quarters of 2024 differed from the federal statutory rate due to the effect of state income taxes, partially offset by a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and the utilization of tax credits and deductions.

10In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ~~RECENTLY~~guidance ~~ISSUED~~requires ~~ACCOUNTING~~disclosures ~~STANDARDS~~about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-use Software (Subtopic 250-40): Targeted Improvements to the Accounting for Internal-use Software.” The ASU was issued to modernize the accounting for internal-use software by eliminating the accounting consideration of software project development stages, clarifying the criteria to begin capitalizing costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.14

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance amends existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The adoption of the standard is not expected to have a material effect on the Company’s Consolidated Financial Statements.

11. SUBSEQUENT EVENT

11. ASSET IMPAIRMENT AND RELATED CHARGES

During the third quarter of 2025, the Company completed a strategic review of its eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, Kroger identified opportunities to optimize its automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which have not met operational or financial expectations, and canceling plans for the site in Charlotte, N.C. Kroger will continue to deliver eCommerce offerings using its store footprint, third-party delivery providers and automated fulfillment facilities where applicable. In geographies where Kroger sees higher density of demand, the Company will continue to utilize automated fulfillment to increase capacity and improve productivity.

The Company considered the completion of the strategic review to be a triggering event that indicated the carrying amount of the fulfillment network may not be recoverable. As a result, the Company tested the recoverability of each automated fulfillment facility asset group. Each automated fulfillment facility represents the appropriate asset group for which the long-lived assets should be evaluated, as this represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The carrying value of each asset group primarily includes real estate, equipment and finance and operating lease assets. The recoverability testing indicated the carrying value of each asset group exceeded the sum of undiscounted cash flows expected to result from the use and eventual disposition of the assets.

During the third quarter of 2025, these asset groups were written down to their estimated fair values. The fair value for real estate and equipment was determined using a market approach utilizing prices for similar assets. Fair value for lease assets was determined using a discounted cash flow income approach considering estimated market rent. In addition to the impairment, the Company also recognized other accrued liabilities related to these asset groups. This resulted in recognizing impairment and related charges of $2,585, $1,968 net of tax, which includes an accrued cash termination payment to Ocado of approximately $350 for the closure and cancellation of certain fulfillment centers.

12. ACCELERATED SHARE REPURCHASE

On December 19, 2024, the Company entered into an accelerated share repurchase (“ASR”) agreement with two financial institutions to reacquire, in aggregate, $5,000 of shares of Kroger common stock. During 2024, the Company funded $5,000 and received a $4,000 initial delivery of approximately 65.6 million Kroger common shares at an average price of $61.54 per share, which includes excise tax on the shares repurchased. Final delivery under the ASR agreement occurred during the third quarter of 2025. In total, the Company invested $5,000 to repurchase 75.6 million Kroger common shares at an average price of $66.68 per share, which includes excise tax on the shares repurchased. The ASR agreement was completed under the Company’s $7,500 share repurchase authorization.

13. SALE OF KROGER SPECIALTY PHARMACY

On October 4, 2024, the Company completed the sale of its Kroger Specialty Pharmacy business to Elevance Health, for $464. In the third quarter of 2024, the Company recognized a gain on sale for $79, $60 net of tax, due to the sale. For the first three quarters of 2024, the Company recognized a gain on sale for $79, $91 net of tax, which includes the reduction to income tax expense of $31 related to deferred tax assets recognized in the first quarter of 2024 due to recording Kroger Specialty Pharmacy as held for sale.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following analysis should be read in conjunction with the Consolidated Financial Statements.

CAUTIONARY STATEMENT

This discussion and analysis contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words such as “accelerate,” “achieve,” “affect,” “anticipate,” “believe,” “committed,” “continue,” “could,” “creating,” “drive,” “enable,” “estimate,” “expect,” “future,” “goals,” “initiatives,” “maintain,” “may,” “model,” “plan,” “position,” “strategy,” “target,” “trend,” and “will,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. These include the specific risk factors identified in “Risk Factors” in our Annual Report on Form 10-K for our last fiscal year and any subsequent filings, as well as those identified in this Form 10-Q.

Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include:

●

The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us, or in the event that global pandemics, natural disasters or weather conditions interfere with the ability of our lenders to lend to us. Our ability to refinance maturing debt may be affected by the state of the financial markets.

● Our ability to achieve sales, earnings and incremental First-In, First-Out (“FIFO”) operating profit goals may be affected by: labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with us; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; our response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to our logistics operations; trends in consumer spending; the extent to which our customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which we operate, along with changes in federal policy and at state and federal regulatory agencies; our ability to retain pharmacy sales from third-party payors; consolidation in the healthcare industry, including pharmacy benefit managers; our ability to negotiate modifications to multi-employer pension plans; our ability to attract and retain qualified individuals; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential ~~cyber-attacks~~cyberattacks or data security breaches; the potential costs and risks associated with new technologies, including artificial intelligence; the success of our future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through ~~our strategic pillars of~~ Fresh, Our Brands, ~~personalization,~~Personalization and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons Companies, Inc.; and the risks relating to or arising from our opioid litigation settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements.

●

Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

1915

●

Our adjusted effective tax rate may differ from the expected rate due to changes in tax laws and policies, the status of pending items with various taxing authorities and the deductibility of certain expenses.

~~Statements~~● ~~elsewhere~~We incannot ~~this~~fully ~~Form~~foresee ~~10-Q and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within~~ the ~~meaning~~effects of ~~Section~~changes ~~21E~~in ofeconomic ~~the~~conditions ~~Securities~~on ~~Exchange Act of 1934, as amended (the “Exchange Act”). While we believe that the statements are accurate, uncertainties about the general economy,~~ our labor relations, our ability to execute our plans on a timely basis and other uncertainties described in this report and other reports that we file with the Securities and Exchange Commission (“SEC”) could cause actual results to differ materiallybusiness. ~~We assume no obligation to update the information contained in this report unless required by applicable law.~~

~~OUR~~Statements ~~VALUE~~elsewhere ~~CREATION~~in ~~MODEL~~this –Form ~~DELIVERING~~10-Q ~~CONSISTENT~~and ~~AND~~below ~~ATTRACTIVE~~regarding ~~TOTAL~~our ~~SHAREHOLDER~~expectations, ~~RETURN~~projections, beliefs, intentions or strategies are forward-looking statements. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described in this report and other reports that we file with the Securities and Exchange Commission (“SEC”) could cause actual results to differ materially. We assume no obligation to update the information contained in this Form 10-Q unless required by applicable law.

~~Kroger’s~~FINANCIAL ~~proven~~PERFORMANCE value creation model is allowing us to deliver today and invest for the future. The foundation of our value creation model is our omnichannel retail business, including fuel and health and wellness. By executing on our go-to- market strategy built on the four pillars of Fresh, Our Brands, Personalization and eCommerce, we are creating a shopping experience that builds loyalty and grows sales. Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like retail media. In turn, the value generated from these businesses enables us to reinvest back into our retail business.DATA

We are focused on enhancing our pillars and delivering an exceptional customer experience to accelerate this flywheel effect. By expanding our store network and improving our eCommerce capabilities, we expect to grow households and increase sales. Our model provides various ways to generate net earnings growth.

We believe this will be achieved by:

● Growing identical sales without fuel. Our plan involves maximizing growth opportunities in our retail business and is supported by continued strategic investments in our associates and greater value for our customers to ensure we deliver a full, fresh and friendly experience for every customer, every time. In an effort to serve more households, we will invest in major storing projects that allow us to increase both in-store and eCommerce sales. As more and more customers incorporate eCommerce into their permanent routines, we expect eCommerce sales to grow at a double-digit rate – a faster pace than other food at home sales – over time; and

● Expanding operating margin through long-term initiatives in gross margin, growing alternative profit businesses and productivity and cost savings initiatives that are focused on simplifying our business and modernizing our ways of working. Together, these will enable us to improve operating margin, while balancing strategic price investments for customers and investments in associates to improve customer experience.

We expect to continue to generate strong free cash flow and are committed to being disciplined with capital deployment in support of our value creation model and stated capital allocation priorities. Our first priority is to invest in the business through attractive high return opportunities that drive long-term sustainable net earnings growth. We are committed to maintaining our current investment grade debt rating and our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50. We also expect to continue to grow our dividend over time and return excess cash to shareholders via stock repurchases, subject to Board approval.

We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over time.

EXECUTIVE SUMMARY

Kroger delivered another quarter of strong results by consistently driving our strategic priorities. We continued to focus on serving our customers, running and supporting our stores and strengthening our core business. We are pleased with the continued momentum, with strong performance from eCommerce and pharmacy. We expect the outcome from our strategic review will make our eCommerce business profitable in 2026. We continue to sharpen our focus on cost structure and see opportunities to unlock additional cost savings. We are executing with greater speed and discipline and are simplifying the Company.

We believe that our strategy focusing on Fresh, Our Brands and eCommerce will continue to resonate with customers and our resilient model positions us well to navigate the current environment. We are focused on investments that will grow our core business and maximize return on invested capital over time, while remaining committed to maintaining our current investment grade rating, growing our dividend, subject to board approval, and returning excess capital to shareholders. We are confident that by executing on these key priorities, we will generate long-term growth and attractive shareholder returns.

The following table provides highlights of our financial performance:

Financial Performance Data

($ in millions, except per share amounts)


	~~Third~~First Quarter Ended								~~Three Quarters Ended~~
	~~November~~May 823,			Percentage		~~November~~May 924,			~~November 8,~~			~~Percentage~~		~~November 9,~~
	~~2025~~2026			Change		~~2024~~2025			~~2025~~			~~Change~~		~~2024~~
Sales	$	3346,~~859~~121		02.72	%	$	3345,~~634~~118		$	~~112,917~~		~~0.1~~	%	$	~~112,815~~
Sales without fuel	$	3040,~~689~~858		10.32	%	$	3040,~~299~~778		$	~~102,138~~		~~1.2~~	%	$	~~100,885~~
Identical sales excluding fuel and Adjusted Items(1)		21.60	%	N/A			2.3.2	%		~~3.1~~	%	~~N/A~~			~~1.2~~	%
FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase		0.49		N/A			0.51			0.58		N/A			0.25
FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps (decrease) increase		(0.09)		N/A			0.79
OG&A rate, excluding fuel and Adjusted Items, bps increase		0.2716		N/A			0.2263			~~0.32~~		~~N/A~~			~~0.35~~
Operating profit (loss)	$	(1,541)		(286.1)	%	$	828		$	644		(78.1)	%	$	2,937
Operating profit	$	1,407		6.4	%	$	1,322
Adjusted FIFO operating profit	$	1,~~089~~544		7.1.7	%	$	1,~~017~~518		$	~~3,698~~		~~5.7~~	%	$	~~3,500~~
Net earnings (loss) attributable to The Kroger Co.	$	(1,320)		(313.6)	%	$	618		$	155		(92.4)	%	$	2,031
Net earnings attributable to The Kroger Co.	$	903		4.3	%	$	866
Adjusted net earnings attributable to The Kroger Co.	$	~~697~~980		(3.1.6)	%	$	~~719~~996		$	~~2,387~~		~~(2.5)~~	%	$	~~2,447~~
Net earnings (loss) attributable to The Kroger Co. per diluted common share	$	(2.02)		(340.5)	%	$	0.84		$	0.23		(91.7)	%	$	2.77
Net earnings attributable to The Kroger Co. per diluted common share	$	1.46		13.2	%	$	1.29
Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.0558		76.10	%	$	01.9849		$	~~3.58~~		~~7.2~~	%	$	~~3.34~~
Dividends paid	$	~~237~~215		21.69	%	$	~~231~~211		$	~~659~~		~~1.2~~	%	$	~~651~~
Dividends paid per common share	$	0.35		9.4	%	$	0.32		$	~~0.99~~		~~10.0~~	%	$	~~0.90~~
Share repurchases(2)	$	1,404		N/A		$	9		$	1,607		N/A		$	125
Share repurchases	$	213		N/A		$	181
Increase in total debt, including obligations under finance leases compared to prior fiscal year end	$	105		N/A		$	10,375		$	105		N/A		$	10,375
(Decrease) increase in total debt, including obligations under finance leases compared to prior fiscal year end	$	(571)		N/A		$	40

(1) ~~For~~Identical ~~the first quarter of 2025, identical~~ sales, excluding fuel, were adjusted to exclude stores involved in ~~the~~ labor disputes in Colorado in the first quarter of 2025. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2026, 2025 and 2024 for stores involved in ~~this~~such labor ~~dispute~~disputes.

(2) The share repurchases include excise tax related to the shares repurchased, the final delivery under the ASR agreement that occurred during the third quarter of 2025 (see Note 12 to the Consolidated Financial Statements), the 1999 Repurchase Program and the resumed open market repurchases in the third quarter of 2025 under the December 2024 Repurchase Program. The 1999 Repurchase Program and the December 2024 Repurchase Program are defined in the “Common Share Repurchase Programs” section below.

21SIGNIFICANT EVENTS

~~OVERVIEW~~● eCommerce sales increased 13% in the first quarter of 2026, compared to the first quarter of 2025. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com and the discontinuation of Ship Marketplace, eCommerce sales increased 19% in the first quarter of 2026. eCommerce sales include products ordered online and picked up at our stores and Delivery solutions. Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by demand for Delivery solutions. Our eCommerce business, including Media, was profitable this quarter.

~~Notable~~● ~~items~~Identical ~~for~~sales, excluding fuel and the ~~third~~Labor ~~quarter~~Dispute, ~~and~~increased 1.0% in the first ~~three~~quarter ~~quarters~~of 2026, compared to the first quarter of 2025. ~~are:~~Sales growth was led by performances in eCommerce, pharmacy, Fresh and Our Brands, partially offset by the effects from the Inflation Reduction Act of 130 basis points, a customer shift from brand to generic prescriptions of 40 basis points and egg deflation of 64 basis points.

~~Shareholder Return~~16

● Net earnings (loss) attributable to The Kroger Co. per diluted common share of $(2.02) for the third quarter and $0.23 for the first three quarters of 2025. These results include $2.6 billion of fulfillment network impairment and related charges.

● Adjusted net earnings attributable to The Kroger Co. per diluted common share of $1.05 for the third quarter and $3.58 for the first three quarters of 2025. This represents a 7% increase for both the third quarter and first three quarters of 2025 compared to the same periods in 2024.

● Operating profit (loss) of $(1.5) billion for the third quarter and $644 million for the first three quarters of 2025. These results include $2.6 billion of fulfillment network impairment and related charges.

● Achieved adjusted FIFO operating profit of $1.1 billion for the third quarter and $3.7 billion for the first three quarters of 2025. This represents a 7% increase for the third quarter of 2025, compared to the third quarter of 2024, and a 6% increase for the first three quarters of 2025, compared to the first three quarters of 2024.

● Generated cash flows from operations of $4.7 billion for the first three quarters of 2025, which represents a 6% increase compared to the first three quarters of 2024.

● Cash and temporary cash investments of $4.0 billion as of November 8, 2025 remained consistent with the balance as of fiscal year end 2024.

● Returned $2.3 billion to shareholders from share repurchases and dividend payments in the first three quarters of 2025.

Other Financial Results

● Identical sales, excluding fuel and Adjusted Items, increased 2.6% in the third quarter and 3.1% in the first three quarters of 2025. Our sales growth was led by strong pharmacy and eCommerce sales.

● eCommerce sales increased 17% in the third quarter and 16% in the first three quarters of 2025, compared to the same periods of 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. Our Ship solutions primarily include online orders placed through our owned platforms that are dispatched using mail service or third-party courier. eCommerce sales growth was led by strong demand for our Delivery solutions.

● The Last-In, First-Out (“LIFO”) charge was $44 million in the third quarter of 2025, compared to $4 million in the third quarter of 2024. The LIFO charge was $146 million in the first three quarters of 2025, compared to $66 million in the first three quarters of 2024. The increase in the LIFO charge was due to our higher expected annualized product cost inflation for 2025, compared to 2024.

Significant Events

● During the first quarter of 2025, we recognized store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores. As a result of these store closures, we expect a modest financial benefit and we are committed to reinvesting these savings back into the customer experience. We will offer roles in other stores to all associates currently employed at the affected stores.

● During the second quarter of 2025, we approved and implemented a plan to reduce our corporate administrative team by nearly 1,000 associates, resulting in a charge for severance and related benefits of $47 million, $37 million net of tax. This reorganization is expected to increase efficiency and reduce administrative costs, enabling us to reinvest back into our retail business.

● During the third quarter of 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which have not met operational or financial expectations, and canceling plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in the third quarter of 2025, we recorded impairment and related charges of $2.6 billion, $2.0 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. In geographies where we see higher density of demand, we will continue to utilize automated fulfillment to increase capacity and improve productivity. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel.

USE OF NON-GAAP FINANCIAL MEASURES

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We provide non-GAAP measures, including FIFO gross margin, FIFO operating profit ~~(loss)~~, adjusted FIFO operating profit, adjusted net earnings and adjusted net earnings per diluted share, because management believes these metrics are useful to investors and analysts. These non-GAAP financial measures should not be considered as an alternative to gross margin, operating profit ~~(loss)~~, net earnings ~~(loss)~~ and net earnings ~~(loss)~~ per diluted share or any other GAAP measure of performance. These measures should not be reviewed in isolation or considered as a substitute for our financial results as reported in accordance with GAAP.

We calculate FIFO gross margin as FIFO gross profit divided by sales. FIFO gross profit is calculated as sales less merchandise costs, including advertising, warehousing and transportation expenses, but excluding the Last-In, First-Out (“LIFO”) charge, rent and depreciation and amortization. FIFO gross margin is an important measure used by management, and management believes FIFO gross margin is a useful metric to investors and analysts because it measures the merchandising and operational effectiveness of our go-to-market strategy.

We calculate FIFO operating profit ~~(loss)~~ as operating profit ~~(loss)~~ excluding the LIFO charge. FIFO operating profit ~~(loss)~~ is an important measure used by management, and management believes FIFO operating profit ~~(loss)~~ is a useful metric to investors and analysts because it measures the operational effectiveness of our financial model.

The adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit metrics are important measures used by management to compare the performance of core operating results between periods. We believe adjusted net earnings, adjusted net earnings per diluted share and adjusted FIFO operating profit are useful metrics to investors and analysts because they present more accurate year-over-year comparisons of our net earnings ~~(loss)~~, net earnings ~~(loss)~~ per diluted share and FIFO operating profit ~~(loss)~~ because adjusted items are not the result of our normal operations. Net earnings for the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 include the following, which we define as the “~~2025~~2026 Adjusted Items”:

● Charges to operating, general and administrative (“OG&A”) of $~~100~~62 million, $7748 million net of tax, for ~~store~~transformation ~~closures;~~costs and $~~144~~25 million, $~~108~~19 million net of tax, for merger-related litigation ~~and~~costs settlement charges; $22 million, $17 million net of tax, for opioid settlement charges and vendor reserves; $47 million, $37 million net of tax, for severance charge and related benefits; $2.6 billion, $2.0 billion net of tax, for fulfillment network impairment and related charges and a credit to OG&A of $21 million, $16 million net of tax, for executive stock compensation for a former executive (the “~~2025~~2026 OG&A Adjusted Items”).

23● A loss in other income (expense) of $14 million, $10 million net of tax, for the unrealized loss on investments (the “2026 Other Income (Expense) Adjusted Item”).

●Net Aearnings ~~loss~~for inthe ~~other~~first ~~income~~quarter ~~(expense)~~ of ~~$64~~2025 ~~million,~~include ~~$49~~the ~~million net of tax~~following, ~~for~~which ~~the~~we ~~unrealized~~define ~~loss~~as ~~on investments (~~the “2025 ~~Other Income (Expense)~~ Adjusted ~~Item~~Items”).:

● ACharges ~~reduction~~ to ~~income~~OG&A ~~tax expense~~ of $7100 million, ~~for~~$77 ~~executive~~million ~~stock~~net ~~compensation~~of tax, for astore ~~former~~closures; ~~executive~~$15 ~~income~~million, ~~tax~~$11 ~~adjustment~~million ~~and~~net aof ~~reduction~~tax, tofor ~~income~~merger-related ~~tax~~litigation ~~expense~~costs; of $3422 million, ~~due~~$17 tomillion anet ~~held~~of tax, for ~~sale~~opioid ~~income~~settlement ~~tax~~charges ~~adjustment~~and ~~related~~vendor reserves and a credit to ~~the~~OG&A ~~planned~~of ~~sale~~$21 million, $16 million net of tax, for executive stock compensation for a ~~certain~~former ~~subsidiary~~executive (the “2025 ~~Income~~OG&A ~~Tax Expense~~ Adjusted Items”).

● A ~~net~~loss ~~charge~~in toother ~~Sales,~~income ~~Merchandise~~(expense) ~~costs and OG&A~~ of $4419 million, $3315 million net of tax, for ~~labor~~the ~~dispute~~unrealized ~~charges~~loss on investments (the “~~Labor~~2025 ~~Dispute~~Other Income (Expense) Adjusted Item”).

~~Net~~● ~~earnings~~A ~~(loss)~~reduction ~~for~~to ~~the~~income ~~third~~tax ~~quarter~~expense of ~~2025~~$7 ~~include~~million ~~the~~for ~~following,~~executive ~~which~~stock wecompensation ~~define~~for asa former executive income tax adjustment (the “2025 ~~Third~~Income ~~Quarter~~Tax Expense Adjusted ~~Items~~Item”:).

● ~~Charges~~A net charge to Sales, Merchandise costs and OG&A of $844 million, $633 million net of tax, for ~~merger-related~~certain ~~litigation~~stores ~~and~~involved ~~settlement~~in ~~charges~~labor ~~and~~disputes ~~$2.6~~in ~~billion,~~Colorado ~~$2.0~~in ~~billion~~the ~~net~~first quarter of ~~tax,~~2025 ~~for fulfillment network impairment and related charges~~ (the “~~2025~~Labor ~~Third Quarter OG&A Adjusted Items~~Dispute”).

● A loss in other income (expense) of $101 million, $77 million net of tax, for the unrealized loss on investments (the “2025 Other Income (Expense) Third Quarter Adjusted Item”).

● A reduction to income tax expense of $34 million due to a held for sale income tax adjustment related to the planned sale of a certain subsidiary (the “2025 Income Tax Expense Third Quarter Adjusted Item”).

Net earnings for the first three quarters of 2024 include the following, which we define as the “2024 Adjusted Items”:

● Charges to OG&A of $509 million, $411 million net of tax, for merger-related costs (the “2024 OG&A Adjusted Item”).

● A loss in other income (expense) of $125 million, $96 million net of tax, for the unrealized loss on investments and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Other Income (Expense) Adjusted Items”).

● A reduction to income tax expense of $31 million due to a held for sale income tax adjustment related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”).

Net earnings for the third quarter of 2024 include the following, which we define as the “2024 Third Quarter Adjusted Items”:

● Charges to OG&A of $186 million, $145 million net of tax, for merger-related costs (the “2024 Third Quarter OG&A Adjusted Item”).

● A loss in other income (expense) of $20 million, $16 million net of tax, for the unrealized loss on investments and a gain in other income (expense) of $79 million, $60 million net of tax, on the sale of Kroger Specialty Pharmacy (the “2024 Third Quarter Other Income (Expense) Adjusted Items”).

Please refer to the “Net Earnings per Diluted Share excluding the Adjusted Items” table below for reconciliations of certain non-GAAP financial measures reported in this Form 10-Q to the most directly comparable GAAP financial measures and related disclosure.

24The following table provides a reconciliation of net earnings attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share, excluding the 2026 and 2025 Adjusted Items:

The following table provides a reconciliation of net earnings (loss) attributable to The Kroger Co. to adjusted net earnings attributable to The Kroger Co. and a reconciliation of net earnings (loss) attributable to The Kroger Co. per diluted common share to adjusted net earnings attributable to The Kroger Co. per diluted common share, excluding the 2025 and 2024 Adjusted Items:

Net Earnings per Diluted Share excluding the Adjusted Items

($ in millions, except per share amounts)


	~~Third~~First Quarter Ended						~~Three Quarters Ended~~
	~~November~~May 823,		~~November~~May 924,		Percentage		~~November 8,~~		~~November 9,~~		~~Percentage~~
	~~2025~~2026		~~2024~~2025		Change		~~2025~~		~~2024~~		~~Change~~
Net earnings (loss) attributable to The Kroger Co.	$	(1,320)	$	618			$	155	$	2,031
Net earnings attributable to The Kroger Co.	$	903	$	866

(Income) expense adjustments
Adjustment for loss on investments(1)(2)		7710		1615				49		96
Adjustment for labor dispute charges(1)(3)		—		—33				33		—
Adjustment for store closures(1)(4)		—		—77				77		—
Adjustment for executive stock compensation for a former executive(1)(5)		—		—(16)				~~(16)~~		—
Adjustment for merger-related costs(1)(6)		—		145				—		411
Adjustment for merger-related litigation costs(1)(6)		19		11
Adjustment for merger-related litigation and settlement charges(1)(7)		6		—				108		—
Adjustment for opioid settlement charges and vendor reserves(1)(7)		—		17
Adjustment for opioid settlement charges and vendor reserves(1)(8)		—		—				17		—
Adjustment for transformation costs(1)(8)		48		—
Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(9)		—		(60)				—		(60)
Executive stock compensation for a former executive income tax adjustment		—		(7)
Adjustment for severance charge and related benefits(1)(10)		—		—				37		—
2026 and 2025 Adjusted Items		77		130
Adjustment for fulfillment network impairment and related charges(1)(11)		1,968		—				1,968		—

Executive stock compensation for a former executive income tax adjustment		—		—				(7)		—
Adjusted net earnings attributable to The Kroger Co.	$	980	$	996	(1.6)	%
Held for sale income tax adjustment		(34)		—				(34)		(31)

2025 and 2024 Adjusted Items		2,017		101				2,232		416
Net earnings attributable to The Kroger Co. per diluted common share	$	1.46	$	1.29

Adjusted net earnings attributable to The Kroger Co.	$	697	$	719	(3.1)	%	$	2,387	$	2,447	(2.5)	%
(Income) expense adjustments

Adjustment for loss on investments(9)		0.01		0.02
Net earnings (loss) attributable to The Kroger Co. per diluted common share	$	(2.02)	$	0.84			$	0.23	$	2.77
Adjustment for labor dispute charges(9)		—		0.05

Adjustment for store closures(9)		—		0.12
(Income) expense adjustments
Adjustment for executive stock compensation for a former executive(9)		—		(0.03)
Adjustment for loss on investments(12)		0.11		0.02				0.07		0.13
Adjustment for merger-related litigation costs(9)		0.03		0.02
Adjustment for labor dispute charges(12)		—		—				0.05		—
Adjustment for opioid settlement charges and vendor reserves(9)		—		0.03
Adjustment for store closures(12)		—		—				0.12		—
Adjustment for transformation costs(9)		0.08		—
Adjustment for executive stock compensation for a former executive(12)		—		—				(0.03)		—
Executive stock compensation for a former executive income tax adjustment(9)		—		(0.01)
Adjustment for merger-related costs(12)		—		0.20				—		0.56
2026 and 2025 Adjusted Items		0.12		0.20
Adjustment for merger-related litigation and settlement charges(12)		0.01		—				0.16		—

Adjustment for opioid settlement charges and vendor reserves(12)		—		—				0.03		—
Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.58	$	1.49	6.0	%
Adjustment for gain on sale of Kroger Specialty Pharmacy(12)		—		(0.08)				—		(0.08)

Adjustment for severance charge and related benefits(12)		—		—				0.05		—
Average number of common shares used in diluted calculation		615		664
Adjustment for fulfillment network impairment and related charges(12)		3.00		—				2.96		—
Executive stock compensation for a former executive income tax adjustment(12)		—		—				(0.01)		—
Held for sale income tax adjustment(12)		(0.05)		—				(0.05)		(0.04)
2025 and 2024 Adjusted Items		3.07		0.14				3.35		0.57

Adjusted net earnings attributable to The Kroger Co. per diluted common share	$	1.05	$	0.98	7.1	%	$	3.58	$	3.34	7.2	%

Average number of common shares used in diluted calculation		658		728				662		728

Net Earnings per Diluted Share excluding the Adjusted Items (continued)

($ in millions, except per share amounts)

(1)	The amounts presented represent the after-tax effect of each adjustment, which was calculated using discrete tax rates.

(2) The pre-tax adjustments for loss on investments were $~~101~~14 ~~in the third quarter of 2025~~ and $2019 in the ~~third quarter of 2024. The pre-tax adjustments for loss on investments were $64 in the~~ first ~~three~~ quarters of ~~2025~~2026 and ~~$125~~2025, ~~in the first three quarters of 2024~~respectively.

(3)	The pre-tax adjustment for labor dispute charges was $44.

(4)	The pre-tax adjustment for store closures was $100.

(5)	The pre-tax adjustment for executive stock compensation for a former executive was $(21).

(6) The pre-tax adjustments for merger-related litigation costs were $~~186~~25 ~~in the third quarter of 2024~~ and $~~509~~15 in the first ~~three~~ quarters of ~~2024~~2026 and 2025, respectively.

(7) The pre-tax ~~adjustments~~adjustment for ~~merger-related~~opioid ~~litigation and~~ settlement charges ~~were $8 in the third quarter of 2025~~ and ~~$144~~vendor inreserves ~~the~~was ~~first three quarters of 2025~~$22.

(8) The pre-tax adjustment for ~~opioid~~transformation ~~settlement~~costs ~~charges~~was ~~and~~$62. ~~vendor~~Transformation ~~reserves~~costs ~~was~~primarily ~~$22~~include costs related to third-party professional consulting fees associated with business transformation and cost savings initiatives.

(9) The ~~pre-tax~~amount ~~adjustment~~presented ~~for~~represents ~~gain~~the onnet ~~sale~~earnings ofper ~~Kroger~~diluted ~~Specialty~~common ~~Pharmacy~~share ~~was~~effect ~~$(79)~~of each adjustment.

(10) The pre-tax adjustment for severance charge and related benefits was $47.

(11) The pre-tax adjustment for fulfillment network impairment and related charges was $2,585.

(12) The amount presented represents the net earnings (loss) per diluted common share effect of each adjustment.

RESULTS OF OPERATIONS

Sales

Total Sales

($ in millions)


	~~Third~~First Quarter Ended									~~Three Quarters Ended~~
	~~November~~May 823,		~~Percentage~~	Percentage	~~November 9,~~		~~Percentage~~May 24,			~~November 8,~~Percentage			~~Percentage~~		~~November 9,~~		~~Percentage~~
	~~2025~~2026		~~Change(1)~~	Change(1)	~~2024~~		~~Change(2)~~2025			~~2025~~Change(2)			~~Change(3)~~		~~2024~~		~~Change(4)~~
Total sales to retail customers without fuel(5)	$	30,362	1.1	%	$	30,023	1.5	%		$	101,116		1.1	%	$	99,995	1.0	%
Total sales to retail customers without fuel(3)	$	40,463		0.2		%	$		40,401	1.1		%
Supermarket fuel sales		35,~~170~~263	~~(4.9)~~	%21.3		~~3,335~~%	~~(18.8)~~	%	4,340	(12.5)	~~10,779~~	%	~~(9.6)~~	%		~~11,930~~	~~(9.3)~~	%
Other sales(6)		327	18.5	%		276	1.5	%			1,022		14.8	%		890	4.8	%
Other sales(4)		395		4.8		%			377	9.6		%

Total sales	$	3346,~~859~~121	~~0.7~~	%2.2	$	~~33,634~~%	~~(1.0)~~$	%	45,118	$(0.3)	~~112,917~~	%	~~0.1~~	%	$	~~112,815~~	~~(0.1)~~	%

(1) This column represents the percentage change in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025.

(2) This column represents the percentage change in the ~~third~~first quarter of ~~2024~~2025, compared to the ~~third~~first quarter of ~~2023~~2024.

(3) ~~This~~eCommerce ~~column~~sales ~~represents~~are included in the ~~percentage~~“Total ~~change~~sales to retail customers without fuel” line above. eCommerce sales increased 13% in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to the first ~~three~~quarter ~~quarters~~of 2025. Excluding the effect of ~~2024~~fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com and the discontinuation of Ship Marketplace, eCommerce sales increased 19% in the first quarter of 2026. eCommerce sales include products ordered online and picked up at our stores and Delivery solutions. Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. eCommerce sales growth was led by demand for Delivery solutions.

(4) ~~This~~Other ~~column~~sales ~~represents~~primarily ~~the~~relate ~~percentage~~to ~~change~~external sales at food production plants, other pharmacy services, third-party media revenue and data analytic services. The increase in the first ~~three~~quarter ~~quarters~~ of ~~2024~~2026, compared to the first ~~three~~quarter ~~quarters~~ of ~~2023~~2025, is primarily due to an increase in third-party media revenue.

(5) eCommerce sales are included in the “Total sales to retail customers without fuel” line above. eCommerce sales increased 17% in the third quarter and 16% in the first three quarters of 2025, compared to the same periods of 2024. eCommerce sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. Our Ship solutions primarily include online orders placed through our owned platforms that are dispatched using mail service or third-party courier. eCommerce sales growth was led by strong demand for our Delivery solutions, which grew by 19% in both the third quarter and first three quarters of 2025, compared to the same periods of 2024.

(6) Other sales primarily relate to external sales at food production plants, other pharmacy services, third-party media revenue and data analytic services. The increase in the third quarter of 2025, compared to the third quarter of 2024, is primarily due to an increase in other pharmacy services and third-party media revenue. The increase in the first three quarters of 2025, compared to the first three quarters of 2024, is primarily due to an increase in other pharmacy services, third-party media revenue and external sales at food production plants.

Total sales increased in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, by 02.72%. The increase was primarily due to an increase in ~~total~~supermarket fuel sales toand ~~retail~~identical ~~customers~~sales, ~~without~~excluding fuel and the Labor Dispute, partially offset by ~~a decrease in supermarket fuel sales and~~ the sale of ~~Kroger~~Vitacost.com ~~Specialty~~and ~~Pharmacy~~closed stores. Total supermarket fuel sales ~~decreased~~increased 421.93% in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, primarily due to aan ~~decrease~~increase in ~~fuel~~the ~~gallons~~average ~~sold~~retail fuel price of 422.87%. Total sales, excluding fuel and ~~Kroger Specialty Pharmacy~~Vitacost.com, increased 20.65% in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, which was primarily due to our identical sales increase, excluding fuel and the Labor Dispute, of 21.60%, partially offset by closed stores. Identical sales, excluding fuel and the Labor Dispute, for the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, increased primarily due to increased eCommerce, pharmacy, Fresh and ~~eCommerce~~Our Brands sales and increased spend per item, partially offset by a reduction in the number of units sold, and the effects from the Inflation Reduction Act of 130 basis points, a customer shift from brand to generic prescriptions of 40 basis points and egg deflation of 64 basis points.

~~Total~~We ~~sales~~calculate ~~increased~~identical insales, ~~the~~excluding ~~first~~fuel, ~~three~~as ~~quarters~~sales ofto ~~2025~~retail customers, ~~compared~~including tosales ~~the~~from ~~first~~all ~~three~~departments ~~quarters~~at ofidentical ~~2024,~~supermarket bylocations 0and Delivery solutions.~~1%. The~~ ~~increase~~We ~~was~~define ~~primarily~~a ~~due~~supermarket toas anidentical ~~increase~~when it has been in ~~total~~operation ~~sales~~without toexpansion ~~retail~~or ~~customers~~relocation ~~without~~for ~~fuel,~~five ~~partially~~full ~~offset~~quarters. We byinclude aKroger ~~decrease~~Delivery sales from customer fulfillment centers in ~~supermarket~~the ~~fuel~~identical sales ~~and~~calculation if the ~~sale~~delivery ofoccurs ~~Kroger~~in ~~Specialty~~an ~~Pharmacy.~~existing ~~Total~~Kroger supermarket ~~fuel~~geography ~~sales~~or ~~decreased~~when ~~9.6%~~the location has been in ~~the~~operation ~~first~~for ~~three~~five full quarters; ofclosed ~~2025,~~facilities ~~compared~~in towhich the ~~first~~delivery ~~three~~occurs ~~quarters~~in ofan ~~2024,~~existing ~~primarily~~Kroger ~~due~~supermarket togeography aremain ~~decrease~~ in the ~~average~~identical ~~retail~~sales ~~fuel~~calculation, ~~price~~while ofclosed ~~6.4%~~facilities ~~and a decrease~~ in ~~fuel~~which ~~gallons~~delivery ~~sold~~does ofnot ~~3.5%.~~occur ~~The~~in ~~decrease~~an inexisting ~~the~~Kroger ~~average~~supermarket ~~retail~~geography ~~fuel~~are ~~price~~excluded ~~was~~from ~~caused~~the byidentical asales ~~decrease~~calculation starting in the ~~product~~quarter ~~cost~~the ofclosure ~~fuel~~is announced. ~~Total~~ Although identical sales, ~~excluding~~is ~~fuel,~~a ~~Kroger~~relatively ~~Specialty~~standard ~~Pharmacy~~term, ~~and~~numerous ~~the~~methods ~~Labor~~exist ~~Dispute,~~for ~~increased~~calculating 3identical sales growth.4% inAs ~~the~~a ~~first~~result, ~~three~~the ~~quarters~~method ofused ~~2025,~~by ~~compared~~our management to ~~the~~calculate ~~first~~identical ~~three~~sales ~~quarters~~may ofdiffer ~~2024,~~from ~~which~~methods ~~was~~other ~~primarily~~companies ~~due~~use to ~~our~~calculate identical sales. ~~increase,~~It ~~excluding~~is ~~fuel~~important ~~and~~to understand the ~~Labor~~methods ~~Dispute,~~used ofby ~~3.1%.~~other ~~Identical~~companies ~~sales,~~to ~~excluding~~calculate ~~fuel~~identical ~~and~~sales ~~the~~before ~~Labor~~comparing ~~Dispute,~~our ~~for~~identical ~~the~~sales ~~first~~to ~~three~~those ~~quarters~~ of ~~2025,~~other ~~compared~~such tocompanies. ~~the~~Our ~~first~~identical ~~three~~sales ~~quarters~~results, ofexcluding ~~2024~~fuel, ~~increased~~are ~~primarily~~summarized ~~due~~in tothe ~~increased~~following ~~pharmacy,~~tables. ~~eCommerce~~We ~~and~~used ~~Fresh~~the identical sales, ~~and~~excluding ~~increased~~fuel, ~~spend~~dollar ~~per~~figures ~~item,~~presented ~~partially~~below ~~offset~~to bycalculate apercentage ~~reduction~~changes infor the ~~number~~first quarter of ~~units sold~~2026.

We calculate identical sales, excluding fuel, as sales to retail customers, including sales from all departments at identical supermarket locations and Delivery and Ship solutions. We define a supermarket as identical when it has been in operation without expansion or relocation for five full quarters. We include Kroger Delivery sales from customer fulfillment centers in the identical sales calculation if the delivery occurs in an existing Kroger supermarket geography or when the location has been in operation for five full quarters. Although identical sales is a relatively standard term, numerous methods exist for calculating identical sales growth. As a result, the method used by our management to calculate identical sales may differ from methods other companies use to calculate identical sales. It is important to understand the methods used by other companies to calculate identical sales before comparing our identical sales to those of other such companies. Our identical sales results, excluding fuel, are summarized in the following tables. We used the identical sales, excluding fuel, dollar figures presented below to calculate percentage changes for the third quarter and first three quarters of 2025. 19

Identical Sales

($ in millions)


		Excluding Adjusted Items⁽¹⁾
		First Quarter Ended
		May 23,			Percentage		May 24,			Percentage
		2026			Change⁽²⁾		2025			Change⁽³⁾
Excluding Fuel		$	39,802		1.0	%	$	39,417		3.2	%

(1)	Identical sales, excluding fuel, were adjusted to exclude stores involved in labor disputes in Colorado in the first quarter of 2025. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2026, 2025 and 2024 for stores involved in such labor disputes.

(2)	This column represents the percentage change in identical sales in the first quarter of 2026, compared to the first quarter of 2025.

(3)	This column represents the percentage change in identical sales in the first quarter of 2025, compared to the first quarter of 2024.


	~~Third~~First Quarter Ended
	~~November~~May 823,		Percentage		~~November~~May 924,		Percentage
	~~2025~~2026		Change(1)		~~2024~~2025		Change(2)
Excluding Fuel	$	3040,~~062~~136	21.62	%	$	2939,~~302~~675	2.3.0	%

(1) This column represents the percentage change in identical sales in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025.

(2) This column represents the percentage change in identical sales in the ~~third~~first quarter of ~~2024~~2025, compared to the ~~third~~first quarter of ~~2023~~2024.


	Excluding Adjusted Items(1)
	Three Quarters Ended
	November 8,		Percentage		November 9,		Percentage
	2025		Change(2)		2024		Change(3)
Excluding Fuel	$	99,847	3.1	%	$	96,856	1.2	%

(1) Identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado in the first quarter of 2025. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2025 and 2024 for stores involved in this labor dispute.

(2) This column represents the percentage change in identical sales in the first three quarters of 2025, compared to the first three quarters of 2024.

(3) This column represents the percentage change in identical sales in the first three quarters of 2024, compared to the first three quarters of 2023.


	Three Quarters Ended
	November 8,		Percentage		November 9,		Percentage
	2025		Change(1)		2024		Change(2)
Excluding Fuel	$	100,107	3.0	%	$	97,187	1.2	%

(1) This column represents the percentage change in identical sales in the first three quarters of 2025, compared to the first three quarters of 2024.

(2) This column represents the percentage change in identical sales in the first three quarters of 2024, compared to the first three quarters of 2023.

Gross Margin, LIFO and FIFO Gross Margin

Our gross margin rates, as a percentage of sales, were 22.87% in the ~~third~~first quarter of ~~2025~~2026 and 2223.40% in the ~~third~~first quarter of ~~2024~~2025. This ~~increase~~decrease resulted primarily from ~~the~~increased ~~sale~~fuel ~~of our Kroger Specialty Pharmacy business~~sales, which ~~has~~have a lower gross margin rate, ~~Our~~higher ~~Brands~~transportation ~~performance~~costs, ~~lower~~as ~~shrink~~a ~~and~~percentage ~~lower~~of ~~supply~~sales, ~~chain~~egg ~~costs~~deflation and increased price investments, partially offset by ~~increased~~higher pharmacy ~~sales~~margins, ~~which~~improved ~~have~~eCommerce aprofitability, ~~lower~~sourcing ~~gross~~improvements ~~margin~~and ~~rate,~~lower ~~increased~~depreciation ~~promotional~~and ~~price~~amortization, ~~investments~~as ~~and~~a ~~the~~percentage ~~LIFO~~of ~~charge~~sales.

~~Our~~The ~~gross~~following ~~margin~~table ~~rates,~~provides ~~as a percentage of sales, were 22.8% in~~ the ~~first~~calculation ~~three quarters~~ of ~~2025 and 22.1% in the first three quarters of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower~~ gross ~~margin~~profit ~~rate, lower shrink, lower supply chain costs~~ and ~~decreased fuel sales, which have a lower~~ gross margin ~~rate,~~in ~~partially~~accordance ~~offset~~with byGAAP ~~increased~~($ ~~pharmacy~~in ~~sales, which have a lower gross margin rate, increased promotional price investments and the LIFO charge.~~millions):


	First Quarter Ended
	May 23,			May 24,
	2026			2025
Sales	$	46,121		$	45,118
Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization		35,493			34,551
Rent		16			18
Depreciation and amortization		139			193
Gross profit	$	10,473		$	10,356

Gross margin		22.7	%		23.0	%

The following table provides the calculation of gross profit and gross margin in accordance with GAAP:


	Third Quarter Ended						Three Quarters Ended
	November 8,			November 9,			November 8,			November 9,
	2025			2024			2025			2024
Sales	$	33,859		$	33,634		$	112,917		$	112,815
Merchandise costs, including advertising, warehousing and transportation and LIFO charge, excluding rent and depreciation and amortization		25,957			25,948			86,638			87,332
Rent		13			12			45			52
Depreciation and amortization		154			140			497			456
Gross profit	$	7,735		$	7,534		$	25,737		$	24,975

Gross margin		22.8	%		22.4	%		22.8	%		22.1	%

We define FIFO gross margin as FIFO gross profit divided by sales. FIFO gross profit is calculated as sales less merchandise costs, including advertising, warehousing and transportation expenses, but excluding the LIFO charge, rent and depreciation and amortization.

Our LIFO charge was $4452 million in the ~~third~~first quarter of ~~2025~~2026, compared to $440 million in the ~~third~~first quarter of ~~2024. Our LIFO charge was $146 million in the first three quarters of~~ 2025~~, compared to $66 million in the first three quarters of 2024~~. The increase in the LIFO charge was due to ~~our~~ higher expected annualized product cost inflation for ~~2025~~2026, compared to ~~2024~~2025.

Our fuel sales lower our FIFO gross margin rate due to the very low FIFO gross margin rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, our FIFO gross margin rate increased 49 basis points in the third quarter of 2025, compared to the third quarter of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, Our Brands performance, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate, and increased promotional price investments. Excluding the effect of fuel and Kroger Specialty Pharmacy, our FIFO gross margin rate increased 24 basis points in the third quarter of 2025, compared to the third quarter of 2024.

~~Excluding~~Our ~~the effect of~~ fuel ~~and~~sales ~~the~~lower ~~Labor Dispute,~~ our FIFO gross margin rate ~~increased~~due 58to ~~basis points in~~ the ~~first~~very ~~three~~low ~~quarters~~FIFO ofgross ~~2025~~margin rate, ~~compared~~as toa ~~the~~percentage ~~first~~of ~~three~~sales, ~~quarters~~ of ~~2024. This~~fuel ~~increase~~sales ~~resulted~~compared ~~primarily~~to ~~from~~non-fuel sales. Excluding the ~~sale~~effect of ~~our~~fuel ~~Kroger~~and ~~Specialty~~the ~~Pharmacy~~Labor ~~business~~Dispute, ~~which~~our ~~has~~FIFO ~~a lower~~ gross margin rate, ~~lower~~decreased ~~shrink~~9 ~~and~~basis ~~lower~~points ~~supply~~in ~~chain~~the ~~costs,~~first ~~partially~~quarter ~~offset~~of by2026, ~~increased~~compared ~~pharmacy~~to ~~sales,~~the ~~which~~first ~~have~~quarter aof ~~lower~~2025. This ~~gross~~decrease ~~margin~~resulted ~~rate,~~primarily ~~and~~from ~~increased~~higher ~~promotional~~transportation ~~price~~costs, ~~investments. Excluding~~as ~~the~~a ~~effect~~percentage of ~~fuel~~sales, ~~Kroger~~egg ~~Specialty~~deflation ~~Pharmacy~~ and ~~the~~increased ~~Labor~~price ~~Dispute~~investments, ~~our~~partially ~~FIFO~~offset ~~gross~~by ~~margin~~higher ~~rate~~pharmacy ~~increased 18 basis points in the first three quarters of 2025~~margins, ~~compared~~improved toeCommerce ~~the~~profitability ~~first~~and ~~three~~sourcing ~~quarters of 2024~~improvements.

Operating, General and Administrative Expenses

OG&A expenses consist primarily of employee-related costs such as wages, healthcare benefit costs, retirement plan costs, utilities, and credit card fees. Rent expense, depreciation and amortization expense, and interest expense are not included in OG&A.

OG&A expenses, as a percentage of sales, were 2517.03% in the ~~third~~first quarter of ~~2025~~2026 and 17.56% in the ~~third~~first quarter of ~~2024~~2025. The ~~increase~~decrease in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, resulted primarily from the ~~sale~~effect of ~~our~~increased ~~Kroger~~fuel ~~Specialty Pharmacy business~~sales, which ~~has~~decreases aour ~~lower~~ OG&A rate, toas a percentage of sales, ~~the~~continued ~~2025~~execution ~~Third~~of ~~Quarter~~broad-based ~~OG&A~~cost ~~Adjusted~~savings ~~Items,~~initiatives ~~increased~~that ~~healthcare~~drive ~~costs~~administrative ~~and~~efficiencies, ~~planned~~including ~~investment~~store ~~in associates~~productivity, ~~partially~~decreased ~~offset~~multi-employer bypension ~~the~~contributions ~~2024~~and ~~Third~~the ~~Quarter~~2025 OG&A Adjusted ~~Item~~Items, ~~continued~~partially ~~execution~~offset ofby ~~broad-based~~planned ~~cost~~investments ~~savings~~in ~~initiatives that drive administrative efficiencies~~associates, ~~including~~increased ~~store~~maintenance ~~productivity,~~costs and ~~decreased~~the ~~incentive~~2026 ~~plan~~OG&A ~~costs~~Adjusted Items.

29Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2026 OG&A Adjusted Items, the 2025 OG&A Adjusted Items and the Labor Dispute, our OG&A rate increased 16 basis points in the first quarter of 2026, compared to the first quarter of 2025. This increase resulted primarily from planned investment in associates and increased maintenance costs, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity and decreased multi-employer pension contributions.

OG&A expenses, as a percentage of sales, were 19.8% in the first three quarters of 2025 and 17.2% in the first three quarters of 2024. The increase in the first three quarters of 2025, compared to the first three quarters of 2024, resulted primarily from the effect of decreased fuel sales, which increases our OG&A rate, as a percentage of sales, the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, the 2025 OG&A Adjusted Items, increased healthcare costs and increased multi-employer pension contributions, partially offset by the 2024 OG&A Adjusted Item and continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.

Our fuel sales lower our OG&A rate, as a percentage of sales, due to the very low OG&A rate, as a percentage of sales, of fuel sales compared to non-fuel sales. Excluding the effect of fuel, the 2025 Third Quarter OG&A Adjusted Items and the 2024 Third Quarter OG&A Adjusted Item, our OG&A rate increased 27 basis points in the third quarter of 2025, compared to the third quarter of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased healthcare costs and planned investment in associates, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, and decreased incentive plan costs.

Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2025 Third Quarter OG&A Adjusted Items and the 2024 Third Quarter OG&A Adjusted Item, our OG&A rate increased 9 basis points in the third quarter of 2025, compared to the third quarter of 2024. In addition to the recurring multi-employer pension contributions we make in the normal course of business, in the third quarter of 2025, we made an accelerated contribution of $24 million, $18 million net of tax, to multi-employer pension plans, helping stabilize future associate benefits and allowing us to pre-fund future requirements. This accelerated multi-employer pension contribution drove an 8 basis point increase in our OG&A rate, excluding fuel and Adjusted Items, in the third quarter of 2025, compared to the third quarter of 2024.

Excluding the effect of fuel, the 2025 OG&A Adjusted Items, the Labor Dispute and the 2024 OG&A Adjusted Item, our OG&A rate increased 32 basis points in the first three quarters of 2025, compared to the first three quarters of 2024. This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower OG&A rate to sales, increased healthcare costs and increased multi-employer pension contributions, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity.

Excluding the effect of fuel, Kroger Specialty Pharmacy, the 2025 OG&A Adjusted Items, the Labor Dispute and the 2024 OG&A Adjusted Item, our OG&A rate increased 2 basis points in the first three quarters of 2025, compared to the first three quarters of 2024.

Rent Expense

Rent expense remained relatively consistent, as a percentage of sales, for the ~~third~~first quarter ~~and first three quarters~~ of ~~2025~~2026, compared to the ~~same~~first ~~periods~~quarter of ~~2024~~2025.

Depreciation and Amortization Expense

Depreciation and amortization expense ~~increased~~decreased 18 basis points, as a percentage of sales, in the ~~third~~first quarter ~~and first three quarters~~ of ~~2025~~2026, compared to the ~~same~~first ~~periods~~quarter of ~~2024~~2025. This ~~increase~~decrease was primarily due to the ~~sale~~fulfillment ofnetwork ~~our~~closures ~~Kroger~~in ~~Specialty~~the ~~Pharmacy~~fourth ~~business,~~quarter ~~which~~of ~~has a lower depreciation & amortization rate to sales~~2025.

Operating Profit ~~(Loss)~~ and FIFO Operating Profit ~~(Loss)~~

Operating profit ~~(loss)~~ was $(1.5)4 billion, or (43.~~55)~~05% of sales, for the ~~third~~first quarter of ~~2025~~2026, compared to $~~828~~1.3 ~~million~~billion, or 2.4693% of sales, for the ~~third~~first quarter of ~~2024. The results for the third quarter of~~ 2025 ~~include $2~~.~~6 billion of fulfillment network impairment and related charges.~~ Operating profit, as a percentage of sales, ~~decreased~~increased ~~701~~12 basis points in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025, primarily due to ~~increased~~decreased OG&A, and depreciation and amortization expenses ~~and the LIFO charge~~, as a percentage of sales, and increased fuel operating profit, partially offset by alower ~~higher~~ FIFO gross margin ~~rate~~.

30FIFO operating profit was $1.5 billion, or 3.16% of sales, for the first quarter of 2026, compared to $1.4 billion, or 3.02% of sales, for the first quarter of 2025. FIFO operating profit, as a percentage of sales, excluding the 2026 and 2025 Adjusted Items, decreased 1 basis point in the first quarter of 2026, compared to the first quarter of 2025, primarily due to lower FIFO gross margin, partially offset by decreased OG&A and depreciation and amortization expenses, as a percentage of sales, and increased fuel operating profit.

~~Operating~~Specific ~~profit~~factors ~~was~~contributing ~~$644 million, or 0.57% of sales, for the first three quarters of 2025, compared~~ to ~~$2.9 billion, or 2.60% of sales, for~~ the ~~first~~trends ~~three~~driving ~~quarters~~operating ofprofit ~~2024. The results for the first three quarters of 2025 include $2.6 billion of fulfillment network impairment~~ and ~~related~~FIFO ~~charges. Operating~~operating profit, asidentified aabove ~~percentage~~are ofdiscussed ~~sales,~~earlier ~~decreased 203 basis points~~ in ~~the~~this first three quarters of 2025, compared to the first three quarters of 2024, primarily due to increased OG&A expenses, depreciation and amortization expenses and the LIFO charge, as a percentage of sales, partially offset by a higher FIFO gross margin ratesection.

FIFO operating profit (loss) was $(1.5) billion, or (4.42)% of sales, for the third quarter of 2025, compared to $832 million, or 2.47% of sales, for the third quarter of 2024. The results for the third quarter of 2025 include $2.6 billion of fulfillment network impairment and related charges. FIFO operating profit, as a percentage of sales, excluding the 2025 and 2024 Third Quarter Adjusted Items, increased 21 basis points in the third quarter of 2025, compared to the third quarter of 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A and depreciation and amortization expenses, as a percentage of sales.

~~FIFO~~The ~~operating~~following ~~profit~~table ~~was~~provides ~~$790~~a ~~million,~~reconciliation ~~or 0.70%~~ of ~~sales,~~operating ~~for~~profit ~~the first three quarters of 2025, compared~~ to ~~$3.0~~FIFO ~~billion,~~operating ~~or 2.66% of sales~~profit, ~~for the first three quarters of 2024. The results for the first three quarters of 2025 include $2.6 billion of fulfillment network impairment~~ and ~~related~~to ~~charges.~~ Adjusted FIFO operating profit, ~~as a percentage of sales,~~ excluding the ~~2025~~2026 and ~~2024~~2025 Adjusted Items, increased 17 basis points in the first three quarters of 2025, compared to the first three quarters of 2024, primarily due to a higher FIFO gross margin rate, partially offset by increased OG&A and depreciation and amortization expenses, as a percentage of sales.:

~~Specific~~Operating ~~factors~~Profit ~~contributing~~excluding to the ~~trends~~Adjusted ~~driving operating profit (loss) and FIFO operating profit (loss) identified above are discussed earlier in this section.~~Items

The following table provides a reconciliation of operating profit (loss) to FIFO operating profit (loss), and to Adjusted FIFO operating profit, excluding the 2025 and 2024 Adjusted Items:

Operating Profit (Loss) excluding the Adjusted Items

($ in millions)


	~~Third~~First Quarter Ended				~~Three Quarters Ended~~
	~~November~~May 823,		~~November~~May 924,		~~November 8,~~		~~November 9,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Operating profit (loss)	$	(1,541)	$	828	$	644	$	2,937
Operating profit	$	1,407	$	1,322
LIFO charge		4452		440		~~146~~		66

FIFO Operating profit (loss)		(1,497)		832		790		3,003
FIFO Operating profit		1,459		1,362

Adjustment for merger-related costs(1)		—		186		—		509
Adjustment for labor dispute charges		—		44
Adjustment for merger-related litigation and settlement charges		8		—		144		—
Adjustment for store closures		—		100
Adjustment for opioid settlement charges and vendor reserves		—		—		22		—
Adjustment for executive stock compensation for a former executive		—		(21)
Adjustment for labor dispute charges		—		—		44		—
Adjustment for merger-related litigation costs		25		15
Adjustment for store closures		—		—		100		—
Adjustment for opioid settlement charges and vendor reserves		—		22
Adjustment for executive stock compensation for a former executive		—		—		(21)		—
Adjustment for transformation costs(1)		62		—
Adjustment for severance charge and related benefits		—		—		47		—
Other		(2)		(4)
Adjustment for fulfillment network impairment and related charges		2,585		—		2,585		—

Other		(7)		(1)		(13)		(12)
2026 and 2025 Adjusted items		85		156

2025 and 2024 Adjusted items		2,586		185		2,908		497
Adjusted FIFO operating profit excluding the adjusted items above	$	1,544	$	1,518

Adjusted FIFO operating profit excluding the adjusted items above	$	1,089	$	1,017	$	3,698	$	3,500

(1) ~~Merger-related~~Transformation costs primarily include costs related to third-party professional ~~fees~~consulting ~~and credit facility~~ fees associated with ~~the~~business ~~terminated~~transformation ~~merger~~and ~~with~~cost ~~Albertsons~~savings ~~Companies, Inc~~initiatives. ~~(“Albertsons”).~~

Net Interest Expense

Net interest expense totaled $~~146~~209 million in the ~~third~~first quarter of ~~2025~~2026, compared to $86199 million in the ~~third~~first quarter of ~~2024. Net interest expense totaled $490 million in the first three quarters of~~ 2025~~, compared to $294 million in the first three quarters of 2024~~. This increase resulted primarily from ~~increased~~decreased ~~average~~interest ~~total~~income ~~outstanding~~earned ~~debt~~on inour ~~the~~cash ~~first three quarters of 2025, compared to the first three quarters of 2024, from the net proceeds of the senior notes issuance during the third quarter of 2024,~~ and ~~decreased~~temporary ~~interest~~cash ~~income~~investments ~~earned~~ due to decreased balances of cash and temporary cash investments in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, ~~primarily~~partially ~~due~~offset toby ~~the~~decreased ~~$5.0~~interest ~~billion~~expense weon ~~funded in 2024 under~~ the ~~accelerated~~average ~~share~~total ~~repurchase~~outstanding ~~(“ASR”)~~debt ~~transaction~~in ~~and~~ the ~~payment~~first wequarter ~~made~~of in2026, ~~2024~~compared to ~~redeem $4.7 billion aggregate principal amount of~~ the ~~senior~~first ~~notes~~quarter ~~that included a special mandatory redemption feature following the termination~~ of ~~the merger with Albertsons~~2025.

Income Taxes

The effective income tax rate was 2623.52% for the ~~third~~first quarter of ~~2025~~2026 and 2321.3% for the ~~third~~first quarter of ~~2024~~2025. The effective income tax rate ~~was (94.0)%~~ for the first ~~three quarters of 2025 and 21.8% for the first three quarters of 2024. The effective income tax rate for the third~~ quarter of ~~2025,~~2026 ~~which represents a tax benefit on a net loss before income tax expense,~~ differed from the federal statutory rate due to ~~a tax benefit related to classifying a certain subsidiary as held for sale and~~ the ~~utilization of tax credits and deductions, partially offset by the~~ effect of state income taxes~~. The effective income tax rate for the first three quarters of 2025~~, ~~which~~partially ~~represents~~offset aby ~~tax benefit on net earnings before income tax expense, differed from~~ the ~~federal statutory rate due to a tax benefit related to classifying a certain subsidiary as held for sale and the~~ utilization of tax credits and ~~deductions including~~ the benefit from share -based payments~~, which includes $7 million for executive stock compensation for a former executive, partially offset by the effect of state income taxes~~. The effective income tax rate for the ~~third~~first quarter of ~~2024~~2025 differed from the federal statutory rate due to the effect of state income taxes, partially offset by the utilization of tax credits and deductions~~. The~~ ~~effective~~including ~~income tax rate for~~ the ~~first~~benefit ~~three quarters of 2024 differed~~ from ~~the~~share-based ~~federal statutory rate due to the effect of state income taxes~~payments, ~~partially~~which ~~offset~~includes ~~by a tax benefit related to classifying Kroger Specialty Pharmacy as held for sale and~~ the ~~utilization~~2025 ofIncome ~~tax~~Tax ~~credits~~Expense ~~and~~Adjusted ~~deductions~~Item.

Net Earnings ~~(Loss)~~ and Net Earnings ~~(Loss)~~ Per Diluted Share

Our net earnings ~~(loss)~~ are based on the factors discussed in the Results of Operations section.

Net earnings ~~(loss)~~ of $(21.~~02)~~46 per diluted share for the ~~third~~first quarter of ~~2025~~2026 represented aan ~~decrease~~increase compared to net earnings of $01.8429 per diluted share for the ~~third~~first quarter of ~~2024~~2025. Excluding the ~~2025~~2026 and ~~2024~~2025 ~~Third Quarter~~ Adjusted Items, adjusted net earnings of $1.0558 per diluted share for the ~~third~~first quarter of ~~2025~~2026 represented an increase of 76% compared to adjusted net earnings of $01.9849 per diluted share for the ~~third~~first quarter of ~~2024~~2025. The increase in adjusted net earnings per diluted share resulted primarily from increased ~~adjusted FIFO operating profit, excluding~~ fuel, ~~lower~~earnings ~~income tax expense~~ and lower common shares outstanding, partially offset by ~~increased~~decreased ~~net~~adjusted ~~interest~~FIFO ~~expense~~operating ~~and~~profit anexcluding ~~increased LIFO charge~~fuel.

Net earnings of $0.23 per diluted share for the first three quarters of 2025 represented a decrease of 92% compared to net earnings of $2.77 per diluted share for the first three quarters of 2024. Excluding the 2025 and 2024 Adjusted Items, adjusted net earnings of $3.58 per diluted share for the first three quarters of 2025 represented an increase of 7% compared to adjusted net earnings of $3.34 per diluted share for the first three quarters of 2024. The increase in adjusted net earnings per diluted share resulted primarily from increased adjusted FIFO operating profit, excluding fuel, lower income tax expense and lower common shares outstanding, partially offset by increased net interest expense, decreased fuel earnings and an increased LIFO charge.22

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Information

The following table summarizes our net (decrease) increase in cash and temporary cash investments for the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 and ~~2024~~2025 ($ in millions):



	~~Three~~First ~~Quarters~~Quarter Ended
	~~November~~May 823,		~~November~~May 924,
	~~2025~~2026		~~2024~~2025
Net cash provided by (used in)
Net cash provided by (used by)
Operating activities	$	41,~~658~~774	$	42,~~390~~149
Investing activities		(31,~~015~~255)		(21,~~402~~039)
Financing activities		(~~1,646~~980)		~~9,487~~(331)
Net (decrease) increase in cash and temporary cash investments	$	(3461)	$	~~11,475~~779

Net cash provided by operating activities

We generated $41.78 billion of cash from operations in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026 compared to $42.41 billion in the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. The change in net earnings including noncontrolling interests is discussed in the Results of Operations section. Other significant items affecting net cash provided by operating activities include the following:

● ~~The~~Cash ~~fulfillment~~flows ~~network~~from ~~impairment~~inventory ~~and~~were ~~related~~less ~~charges~~favorable asin athe ~~result~~first quarter of ~~certain~~2026, ~~facility~~compared ~~closures~~to the first quarter of 2025, primarily due to improved in-stock conditions and ~~the~~increased ~~automated~~fuel ~~fulfillment~~inventory ~~network~~costs, ~~not~~partially ~~meeting~~offset ~~operational~~by orthe ~~financial~~sale ~~expectations;~~of Vitacost.com.

● ACash ~~decrease~~flows from accounts payable were more favorable in ~~deferred~~the ~~income~~first ~~taxes~~quarter of 2026, compared to the first quarter of 2025, primarily due to increased fuel inventory costs, management’s focus on working capital improvements and timing of payments for capital expenditures, partially offset by the fulfillment network ~~impairment~~closures ~~and~~in ~~related~~the ~~charges;~~fourth ~~and~~quarter of 2025.

● Cash ~~flows~~paid ~~from~~for ~~inventory~~income ~~were~~taxes ~~less~~decreased ~~favorable~~ in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, primarily due to ~~strategic~~applying ~~forward~~a ~~buys~~2025 ~~made~~tax ~~during~~overpayment ~~2025~~to reduce our 2026 estimated tax payment.

Cash paid for net interest increased in the first three quarters of 2025, compared to the first three quarters of 2024, primarily due to increased interest payments related to the $5.8 billion aggregate principal amount of senior notes issued in the third quarter of 2024 and not redeemed in the fourth quarter of 2024.

Net cash used by investing activities

Investing activities used cash of $31.03 billion in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to $21.40 billion in the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. The amount of cash used by investing activities increased in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, primarily due to ~~a decrease in the proceeds from the sale of assets due to the sale of~~ an ~~equity~~increase ~~investment and the sale of our Kroger Specialty Pharmacy business~~ in the first three quarters of 2024 and the letter of credit drawdown by Ocado in the second quarter of 2025 under the Amended and Restated Partnership Framework Agreement, partially offset by a decrease in payments for property and equipment, ~~including payments for lease buyouts,~~ in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to ~~the~~ first ~~three~~quarter ~~quarters of 2024~~2025.

Net cash used by financing activities

Cash ~~provided (~~used) by financing activities was $~~(1.6)~~980 ~~billion~~million in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to $~~9.5~~331 ~~billion~~million in the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025. The amount of cash used by financing activities ~~decreased~~increased in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to the first ~~three~~quarter ~~quarters~~ of ~~2024~~2025, primarily due to ~~decreased~~increased ~~proceeds~~payments ~~from~~on ~~the issuance of~~ long-term debt ~~and~~including anobligations ~~increase~~under infinance ~~treasury stock purchases~~leases.

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Capital Investments

Capital investments, including changes in construction-in-progress payables and excluding the purchase of leased facilities, ~~remained~~totaled ~~relatively~~$1.5 ~~consistent~~billion infor the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, compared to $1.2 billion for the first ~~three~~quarter ~~quarters~~ of ~~2024,~~2025. ~~and~~This ~~totaled~~increase ~~$2,863~~is ~~million~~primarily ~~for~~due to the ~~first~~timing ~~three~~of ~~quarters~~major storing projects in the first quarter of ~~2025~~2026, compared to $2the first quarter of 2025. We expect our annual 2026 capital investments,~~816~~ ~~million~~including ~~for~~changes ~~the~~in ~~first~~construction-in-progress ~~three~~payables ~~quarters~~and excluding the purchase of ~~2024.~~leased facilities, to be relatively consistent with 2025. During the rolling four quarter period ended with the ~~third~~first quarter of ~~2025~~2026, we opened, expanded, relocated or acquired 2926 supermarkets and completed ~~199~~285 remodels. We define a remodel as a project that is greater than or equal to a cost of $8 per square foot. Total supermarket square footage at the end of the ~~third~~first quarter of ~~2025~~2026 decreased 01.60% from the end of the ~~third~~first quarter of ~~2024~~2025. Excluding mergers, acquisitions and operational closings, total supermarket square footage at the end of the ~~third~~first quarter of ~~2025~~2026 increased 1.20% over the end of the ~~third~~first quarter of ~~2024~~2025.

Debt Management

As of ~~November~~May 823, ~~2025~~2026, we maintained a $2.75 billion (with the ability to increase by $2.0 billion, subject to certain conditions), unsecured revolving credit facility that, unless extended, terminates on September 13, 2029. Outstanding borrowings under the credit facility, commercial paper borrowings and some outstanding letters of credit reduce funds available under the credit facility. As of ~~November~~May 823, ~~2025~~2026, we had no outstanding commercial paper and no outstanding borrowings under our ~~revolving~~ credit facility. The outstanding letters of credit that reduce funds available under our ~~revolving~~ credit facility totaled $3 million as of ~~November~~May 823, ~~2025~~2026.

Our credit agreement contains a financial covenant. As of May 23, 2026, we were in compliance with the financial covenant. Furthermore, management believes it is not reasonably likely that we will fail to comply with this financial covenant in the future.

Total debt, including both the current and long-term portions of obligations under finance leases, decreased $571 million as of May 23, 2026, compared to our fiscal year end 2025 debt of $17.6 billion. This decrease resulted primarily from the payment of $500 million of senior notes bearing an interest rate of 3.5%.

Our credit agreement and the indentures underlying our publicly issued debt contain a financial covenant. As of November 8, 2025, we were in compliance with the financial covenant. Furthermore, management believes it is not reasonably likely that we will fail to comply with this financial covenant in the future.

Total debt, including both the current and long-term portions of obligations under finance leases, increased $105 million as of November 8, 2025, compared to our fiscal year end 2024 debt of $17.9 billion, due to a net increase in obligations under finance leases and property transactions. During the first three quarters of 2025, we did not have any payments or issuances of senior notes or borrowings or payments that occurred on our revolving credit facility.

Common Share Repurchase Programs

On December 1123, ~~2024~~2025, we announced that our Board of Directors approved a $72.50 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including ~~ASR~~accelerated share repurchase transactions, block trades, orand pursuant to trades intending to comply with Rule 10b5-1 under the Exchange Act (the “December ~~2024~~2025 Repurchase Program”).

On December 611, ~~1999~~2024, we announced that our Board of Directors approved a $7.5 billion share repurchase program to ~~repurchase~~reacquire ~~common~~ shares tovia ~~reduce~~open ~~dilution~~market ~~resulting~~purchase ~~from~~or ~~our~~privately ~~employee~~negotiated ~~stock~~transactions, ~~option~~including ~~and~~accelerated ~~long-term~~share ~~incentive~~repurchase ~~plans~~transactions, ~~under~~block ~~which~~trades ~~repurchases~~and ~~are~~pursuant ~~limited~~ to ~~proceeds~~trades ~~received~~intending ~~from~~to ~~exercises~~comply ofwith ~~stock~~Rule ~~options~~10b5-1 ~~and~~under the ~~tax~~Exchange ~~benefits~~Act ~~associated therewith~~ (the “~~1999~~December 2024 Repurchase Program”). ~~This program is solely funded by proceeds from stock option exercises and the tax benefit from these exercises.~~

~~For~~On ~~the~~December ~~first~~6, ~~three~~1999, ~~quarters~~our Board of ~~2025,~~Directors weapproved ~~invested~~a ~~$947~~share ~~million~~repurchase program to repurchase ~~14.0 million Kroger~~ common shares atto anreduce ~~average~~dilution ~~price~~resulting offrom ~~$67.47~~our ~~per~~employee ~~share,~~stock ~~which~~option ~~includes~~and ~~excise~~long-term ~~tax~~incentive ~~related~~plans, tounder ~~the~~which ~~shares~~repurchases ~~repurchased.~~are Inlimited ~~addition,~~to ~~the~~proceeds ~~final~~received ~~delivery~~from ~~under~~exercises ~~the~~of ~~ASR~~stock ~~agreement~~options ~~occurred~~and ~~during~~ the ~~third~~tax ~~quarter~~benefits ofassociated ~~2025,~~therewith ~~which included~~ (the ~~settlement~~“1999 ofRepurchase 10Program”).0 ~~million Kroger common shares.~~ The ~~shares~~1999 ~~repurchased~~Repurchase inProgram ~~the~~is ~~first~~solely ~~three~~funded ~~quarters~~by ofproceeds ~~2025~~from ~~were~~stock ~~reacquired~~option ~~under~~exercises, ~~the December 2024 Repurchase Program~~ and the ~~1999~~tax ~~Repurchase~~benefit ~~Program.~~from these exercises.

~~On December 19, 2024, we entered into an ASR agreement with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock.~~ During ~~2024, we funded $5.0 billion and received a $4.0 billion initial delivery of approximately 65.6 million Kroger common shares at an average price of $61.54 per share, which includes excise tax on~~ the ~~shares~~first ~~repurchased. Final delivery under the ASR agreement occurred during the third~~ quarter of ~~2025. In total~~2026, we invested $~~5.0~~213 ~~billion~~million to repurchase 753.61 million Kroger common shares at an average price of $6667.6877 per share, which includes excise tax on the shares repurchased. ~~The~~These ~~ASR~~shares ~~agreement~~were ~~was~~reacquired ~~completed~~ under the December ~~2024~~2025 Repurchase Program., ~~We resumed open market repurchases in~~ the ~~third~~December ~~quarter~~2024 ofRepurchase ~~2025~~Program, ~~after~~and ~~final settlement of~~ the ~~ASR~~1999 ~~agreement~~Repurchase Program.

3424

The December 2024 Repurchase Program was exhausted during the first quarter of 2026. As of ~~November~~May 823, ~~2025~~2026, there was $1.8 billion remaining under the December ~~2024~~2025 Repurchase Program, which excludes excise tax on share repurchases in excess of issuances. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The ~~authority remaining under the~~ December ~~2024~~2025 Repurchase Program and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.

Liquidity Needs

We held cash and temporary cash investments of $42.09 billion as of ~~November~~May 823, ~~2025~~2026. We actively manage our cash and temporary cash investments in order to internally fund operating activities, support and invest in our core businesses, make scheduled interest and principal payments on our borrowings and return cash to shareholders through cash dividend payments and share repurchases. Our current levels of cash, borrowing capacity and balance sheet leverage provide us with the operational flexibility to adjust to changes in economic and market conditions. We remain committed to our dividend, and growing our dividend over time, subject to Board approval, as well as share repurchase programs, and we will continue to evaluate the optimal use of any excess free cash flow, consistent with our capital allocation strategy.

We expect to meet our short-term and long-term liquidity needs with cash and temporary cash investments on hand as of ~~November~~May 823, ~~2025~~2026, cash flows from our operating activities and other sources of liquidity, including borrowings under our commercial paper program and ~~bank~~revolving credit facility. Our short-term and long-term liquidity needs include anticipated requirements for working capital to maintain our operations, pension plan commitments, interest payments and scheduled principal payments of debt and commercial paper, servicing our lease obligations, self-insurance liabilities, capital investments, scheduled opioid settlement payments and other purchase obligations. We may also require additional capital in the future to fund organic growth opportunities, increased capacity inof ~~our~~Delivery ~~customer fulfillment network~~solutions, joint ventures or other business partnerships, property development, acquisitions, dividends and share repurchases. In addition, we generally operate with a working capital deficit due to our efficient use of cash in funding operations and because we have consistent access to the capital markets. We believe we have adequate coverage of our debt covenants to continue to maintain our current investment grade debt ratings and to respond effectively to competitive conditions.

For additional information about our debt activity in the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026, see Note 2 to the Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

We have chosen accounting policies that we believe are appropriate to report accurately and fairly our operating results and financial position, and we apply those accounting policies in a consistent manner. Our ~~critical~~significant accounting policies are summarized in Note 1 to ~~our~~the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could vary from those estimates. There has been no material change to our critical accounting estimates since the filing of our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026.

As of ~~November~~May 823, ~~2025~~2026, we had no forward-starting interest rate swap agreements or treasury lock agreements outstanding.

3525

Item 4. Controls and Procedures.

The ~~Interim~~ Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the ~~Interim~~ Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended ~~November~~May 823, ~~2025~~2026, the end of the period covered by this Form 10-Q. Based on that evaluation, Kroger’s ~~Interim~~ Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this Form 10-Q to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the ~~Interim~~ Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company is in the process of implementing a broad, multi-year, technology transformation project to modernize mainframe, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions. There have been no material additional implementations of modules during the quarter ended ~~November~~May 823, ~~2025~~2026. As the Company’s technology transformation project continues, the Company continues to emphasize the maintenance of effective internal control and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase and will evaluate as additional phases are deployed.

There were no changes in Kroger’s internal control over financial reporting that materially affected, or were reasonably likely to materially affect, Kroger’s internal control over financial reporting during the quarter ended ~~November~~May 823, ~~2025~~2026.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” contained in Note 5 – “Commitments and Contingencies” in the Notes to the Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q.

3626

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Approximate
					Dollar Value of
					Shares that May
				Total Number of	Yet Be
				Shares Purchased	Purchased
	Total Number	Average		as Part of Publicly	Under the Plans
	of Shares	Price Paid Per		Announced Plans	or Programs(4)(5)
Period(1)	Purchased(2)	Share(2)		or Programs(3)	(in millions)
First four weeks
August 17, 2025 to September 13, 2025	208,814	$	68.04	208,082	$	2,500
February 1, 2026 to February 28, 2026	2,508,024	$	67.10	2,507,695	$	1,875
Second four weeks
September 14, 2025 to October 11, 2025 - ASR	10,006,931		(6)	10,006,931	$	2,500
March 1, 2026 to March 28, 2026	1,010,199	$	72.01	640,570	$	1,830
September 14, 2025 to October 11, 2025 - excluding ASR	1,866,360	$	67.20	1,854,014	$	2,382
Third four weeks
October 12, 2025 to November 8, 2025	8,988,073	$	67.27	8,987,996	$	1,784
March 29, 2026 to April 25, 2026	—	$	—	—	$	1,830
Total	21,070,178	$	67.27	21,057,023	$	1,784
Fourth four weeks
April 26, 2026 to May 23, 2026	56	$	70.54	—	$	1,830
Total	3,518,279	$	68.51	3,148,265	$	1,830

(1) The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The ~~third~~first quarter of ~~2025~~2026 contained ~~three~~four 28-day periods.

(2) Includes (i) shares repurchased under the December 2025 Repurchase Program and the December 2024 Repurchase Program, (ii) shares repurchased under the 1999 Repurchase Program and (iii) 13370,~~155~~014 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock awards. Excise tax on share repurchases in excess of issuances is reflected in the average price paid per share.

(3) Represents shares repurchased under the December 2025 Repurchase Program, December 2024 Repurchase Program and the 1999 Repurchase Program.

(4) On December 6, 1999, we announced the 1999 Repurchase Program. On December 23, 2025, we announced that our Board of Directors approved the December 2025 Repurchase Program. On December 11, 2024, we announced that our Board of Directors approved the December 2024 Repurchase Program. The December 2024 Repurchase Program was exhausted during the first quarter of 2026. The amounts shown in this column reflect the amount remaining under the December ~~2024~~2025 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December ~~2024~~2025 Repurchase Program and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.

(5) Excludes excise tax on share repurchases in excess of issuances. ~~The first four weeks reflects the reduction of the unsettled accelerated share repurchase of $1.0 billion.~~

(6) On December 19, 2024, the Company entered into an ASR agreement with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. Final delivery under the ASR agreement occurred during the third quarter of 2025 which included the settlement of 10,006,931 Kroger common shares. In total, the Company invested $5.0 billion to repurchase 75,623,729 Kroger common shares at an average price of $66.68 per share, which includes excise tax on the shares repurchased. The ASR agreement was completed under the December 2024 Repurchase Program.

Item 5. Other Information.

(c)

In the ~~third~~first quarter of ~~2025~~2026, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement for the purchase or sale of securities of the Company, within the meaning of Item 408 of Regulation S-K.

3727

Item 6. Exhibits.

EXHIBIT 2.1	-	Agreement and Plan of Merger, dated as of October 13, 2022, by and among the Company, Parent and Merger Sub, which is hereby incorporated by reference to Exhibit 2.1 of the Company’s 8-K filed with the SEC on October 14, 2022.

EXHIBIT 3.1	-	Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 22, 2010, as amended by the Amendment to Amended Articles of Incorporation, which is hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 23, 2015.

EXHIBIT 3.2	-	The Company’s regulations, which are hereby incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2019.

EXHIBIT 4.1	-	Indenture, dated as of June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee, which is hereby incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 20, 1999.

EXHIBIT 4.2	-	Fiftieth Supplemental Indenture, dated as of August 27, 2024 between the Company and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee, which is hereby incorporated by reference to Exhibit 4.3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2024.

EXHIBIT 10.1	-	Credit Agreement, dated as of September 13, 2024, by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Citibank, N.A., as co-administrative agents, and Wells Fargo Bank, National Association, as the paying agent, which is hereby incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2024.

EXHIBIT 10.2	-	Amendment No. 1 to Credit Agreement, dated as of October 8, 2024, by and among the Company, the lenders party thereto, Wells Fargo Bank, National Association and Citibank, N.A., as co-administrative agents, and Wells Fargo Bank, National Association, as the paying agent, to the Credit Agreement, dated as of September 13, 2024, which is hereby incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024.

EXHIBIT 10.3	-	Amendment No. 2 to Term Loan Credit Agreement, dated as of September 13, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, to the Term Loan Credit Agreement, dated as of November 9, 2022, which is hereby incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2024.

EXHIBIT 10.4	-	Amendment No. 3 to Term Loan Credit Agreement, dated as of October 8, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, to the Term Loan Credit Agreement, dated as of November 9, 2022, which is hereby incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024.

EXHIBIT 31.1*	-	Rule 13a—14(a) / 15d—14(a) Certifications — Principal Executive Officer.

EXHIBIT 31.2*	-	Rule 13a—14(a) / 15d—14(a) Certifications — Principal Financial Officer.

EXHIBIT 32.1*	-	Section 1350 Certifications.

EXHIBIT 101.INS*	-	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

EXHIBIT 101.SCH*	-	Inline XBRL Taxonomy Extension Schema Document.
EXHIBIT 101.CAL*	-	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
EXHIBIT 101.DEF*	-	Inline XBRL Taxonomy Extension Definition Linkbase Document.
EXHIBIT 101.LAB*	-	Inline XBRL Taxonomy Extension Label Linkbase Document.
EXHIBIT 101.PRE*	-	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
EXHIBIT 104	-	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith

EXHIBIT 101.SCH*	-	XBRL Taxonomy Extension Schema Document.
EXHIBIT 101.CAL*	-	XBRL Taxonomy Extension Calculation Linkbase Document.
EXHIBIT 101.DEF*	-	XBRL Taxonomy Extension Definition Linkbase Document.
EXHIBIT 101.LAB*	-	XBRL Taxonomy Extension Label Linkbase Document.
EXHIBIT 101.PRE*	-	XBRL Taxonomy Extension Presentation Linkbase Document.
EXHIBIT 104	-	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE KROGER CO.

Dated: December 12, 2025	By:	/s/ Ronald L. Sargent
Dated: June 26, 2026	By:	/s/ Gregory S. Foran
		~~Ronald~~Gregory LS. ~~Sargent~~Foran
		~~Chairman of the Board and Interim~~ Chief Executive Officer (principal executive officer)

Dated: December 12, 2025	By:	/s/ David J. C. Kennerley
Dated: June 26, 2026	By:	/s/ David J. C. Kennerley
		David J. C. Kennerley
		Executive Vice President and Chief Financial Officer(principal financial officer)

Filing Compare · KROGER CO