Kroger Co: issues $1,500,000,000 of senior notes

What happened The Kroger Co. filed an 8-K reporting that, pursuant to a Prospectus Supplement dated Sep 28, 2026, the company is issuing $650,000,000 of debt securities denominated 5.800% Senior Notes due 2032 and $850,000,000 of debt securities denominated 6.200% Senior Notes due 2036. The filing states that Registration Statement No. 333-295223 on Form S-3 was filed Apr 21, 2026.

Key details

• $650,000,000 of 5.800% Senior Notes due 2032 and $850,000,000 of 6.200% Senior Notes due 2036 are being issued.
• The company executed an Underwriting Agreement and a Pricing Agreement dated Sep 28, 2026, with Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the underwriters.
• The Fifty-First Supplemental Indenture (relating to the 5.800% notes) and the Fifty-Second Supplemental Indenture (relating to the 6.200% notes), each dated Oct 5, 2026, were entered with U.S. Bank Trust Company, National Association as trustee.
• The filing attaches legal opinions from George H. Vincent, Esq. and Freshfields US LLP and states the company expects to use net proceeds to refinance debt maturing Oct 2026 and for general corporate purposes.

Why it may matter This Item 8.01 filing reports other events covering the issuance of the Notes and the related underwriting, pricing and indenture agreements. This filing does not show why the insider traded or why the company acted.