Kroger (KR) 10-K risk factor changes: FY2025 vs FY2024

[removed: In addition to the above, we] [added: We] enter into mergers, acquisitions and strategic alliances with expected benefits including, among other things, operating efficiencies, procurement savings, innovation and sharing of best practices, that may allow for future growth.

The operating environment for the food retailing industry continues to be characterized by the proliferation of local, regional, and national retailers, including both retail and digital formats, and intense and ever-increasing competition ranging from online retailers, mass merchant, club stores, regional chains, deep discounters, [removed: and] dollar stores, [removed: as well as] [added: and] ethnic, specialty and natural food stores.

Our ecosystem monetizes the traffic and data insights generated by our retail grocery business to create [removed: fast-growing,] [added: fast- growing,] asset-light and margin-rich revenue streams.

The future success of the digital business will also depend on the efficiency and cost effectiveness of fulfilling orders across our modalities, whether in store, [removed: in pickup-only locations] [added: pickup] or [added: delivery] through [added: third parties or our] customer fulfillment [removed: centers powered by Ocado.][added: centers.]

Nearly two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including [removed: a prolonged] [added: any] work stoppage affecting a substantial number of locations, could have a material adverse effect on our financial condition, results of operations or cash flows.

Our continued success depends on the ongoing contributions of our associates, including members of our senior [removed: management and other] [added: management,] key [removed: personnel.][added: associates and executives.]

We compete with other retail and [removed: non-retail] [added: non- retail] businesses for these associates and invest significant resources in training and motivating them.

[removed: We may not be able] [added: If we are unable] to [removed: attract or] [added: attract, develop,] retain [removed: sufficient highly qualified associates in] [added: and effectively manage] the [removed: future, which] [added: development and succession plans for our associates, including members of our senior management, key associates and executives, it] could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Under certain circumstances, we may share information with [removed: vendors] [added: third parties] that assist us in conducting our business, as required by law, or otherwise in accordance with our privacy policy.

Our technology systems have been, and may be in the future, disrupted from circumstances beyond our control, as we regularly defend against and respond to data security [removed: incidents.][added: related attacks.]

Cyber-attackers have targeted and accessed, and may in the future again target and, if successful, access information stored in our or [removed: our vendors’] [added: certain third parties’] systems in order to misappropriate confidential customer or business information.

Although we have implemented procedures to protect our information, and require [removed: our vendors] [added: third parties we interact with] to do the same, we cannot be certain that our security systems will successfully defend against, or be able to effectively respond to, rapidly evolving, increasingly sophisticated cyber-attacks as they become more difficult to detect and defend against.

Further, a Kroger associate, a contractor or other third party with whom we [removed: do business] [added: interact] may in the future circumvent our security measures in order to obtain information or may inadvertently cause a breach involving information.

In addition, compliance with [added: rapidly changing] privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes and may require us to devote significant management resources to address these issues.

Following a cyber-attack, our and/or our [removed: vendors’] [added: third parties’] remediation efforts may not be successful, and a cyber-attack could result in interruptions, delays or cessation of service, and loss of existing or potential customers.

Large scale data breaches at other entities, including supply chain [added: related] security vulnerabilities, increase the challenge we [removed: and our vendors] face in maintaining the security of our information technology systems and proprietary information and of our customers’ information.

[removed: LEGAL] [added: GOVERNMENT REGULATION, LEGAL] PROCEEDINGS AND INSURANCE

[removed: Other legal] [added: Some of these] proceedings [added: are brought by individuals and others] purport to be brought as class actions on behalf of similarly situated parties.

We believe the present value of actuarially accrued liabilities in most of these [removed: multi-employer] [added: multi- employer] plans exceeds the value of the assets held in trust to pay benefits, and we expect that Kroger’s contributions to most of these funds will increase over the next few years.

We sell a significant amount of fuel in our [removed: 1,665] [added: 1,702] fuel centers, which could face increased regulation, including due to climate change or other environmental concerns, and demand could be affected by concerns about the effect of emissions on the environment as well as retail price increases.

We are unable to predict future regulations, environmental effects, political unrest, acts of war or terrorism, disruptions to the economy, including but not limited to pandemics and other health crises, geopolitical [removed: conflicts] [added: conflicts, tariffs] and other matters that affect the cost and availability of fuel, and how our customers will react to such factors, which could adversely affect our financial condition, results of operations or cash flows.

Future economic conditions affecting disposable consumer income such as employment levels, business conditions, overall economic slowdown or recession, changes in housing market conditions, changes in government benefits such as SNAP/EBT, student loan relief, or child care credits, the availability of credit, interest rates, inflation, disinflation or deflation, tax [removed: rates] [added: rates, tariffs] and other matters could reduce consumer spending.

Geopolitical and catastrophic events, such as wars and conflicts, civil unrest, acts of terrorism or other acts of violence, [added: could materially affect our results,] including [removed: active shooter situations (which] [added: several occurrences which] have [removed: occurred in the past] [added: taken place] at our [removed: locations),] [added: locations, including active shooter situations] or the loss of merchandise as a result of shrink or industry-wide theft and organized retail crime, or pandemics or other health crises, and other matters that could reduce consumer spending, could materially affect our financial condition, results of operations or cash flows.

We are unable to predict how the global economy and financial markets will [removed: perform.][added: perform or their volatility.]

We are subject to various laws, regulations, and administrative practices that affect our business, including laws and regulations involving antitrust and competition, privacy, data protection, environmental, healthcare, anti-bribery, [removed: anti-corruption,] [added: anti- corruption,] tax, accounting, and financial reporting or other matters.

These and other rapidly changing laws, regulations, policies and related interpretations, [added: changes in the regulatory environment in which we operate, along with changes in federal policy and at regulatory agencies,] as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely affect our financial condition, results of operations and cash flows.

[removed: In addition, increasing] [added: Increasing] governmental and societal attention to environmental, social, and governance (“ESG”) matters, including expanding voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, could expand the nature, scope, and complexity of matters that we are required to control, assess, and report and could negatively affect our reputation.

[removed: Given our commitment to our ESG strategy, we] [added: We] have established and publicly announced certain goals which we may refine [removed: or even expand further] in the future.

A large number of our stores, distribution facilities and fulfillment centers are geographically located in areas that are susceptible to hurricanes, tornadoes, floods, droughts, [added: wildfires,] ice and snow [removed: storms] [added: storms,] and earthquakes.

Regulations limiting greenhouse gas emissions and energy inputs [removed: will] [added: may] also increase in [removed: coming years,] [added: the future,] which may increase our costs associated with compliance, tracking, reporting, and sourcing.

The loss or disruption of such supply arrangements for any reason, labor disputes, loss or impairment of key manufacturing sites, acts of war or terrorism, disruptive global political events, quality control issues, a supplier’s financial distress, natural disasters or health crises, regulatory actions or ethical sourcing issues, trade [removed: sanctions] [added: sanctions, tariffs] or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have an adverse effect on our business, financial condition, results of operations or cash flows.

While we have development and succession plans in place for our key associates and executives, these plans do not guarantee that the services of our key associates and executives will continue to be available to us.

For example, we recently experienced several key executive changes.

It may be difficult to replace key executives because of the limited number of qualified individuals with the breadth of skills and experience necessary for our business.

Rapidly evolving technological and regulatory developments related to Artificial Intelligence (“AI”) and related technologies may increase competitive, legal, and security risks facing the Company.

While we are utilizing AI and machine learning capabilities across our business, our competitors or other third parties may incorporate AI into their products, services and operations more successfully, which could impair our ability to compete effectively, or adversely affect our results of operations or our ability to improve operational efficiency.

To effectively compete, we may need to increase investments to innovate new capabilities and processes incorporating AI as well as to develop appropriate protections, safeguards, and policies for handling data and mitigating information security, data privacy and legal risks.

Furthermore, the regulatory and legal landscape regarding AI is rapidly evolving and the Company may be challenged to timely comply in a cost-effective manner.

The rapid evolution and increased adoption of AI and related technologies may also intensify the risk that our technology systems are targeted.

Additionally, there is some indication that sustainability goals are becoming more controversial, as some governmental entities in the U.S. and certain investor and other constituencies question the appropriateness of or object to sustainability initiatives.

The recent change to the United States administration and changes in investor perspectives could also affect our ability to pursue our sustainability goals and could lead to increased criticism and associated reputational harm.

In addition, we may face criticism as a result of ‘anti-ESG’ sentiment among certain stakeholders, including governmental authorities, regulators, shareholders and customers.

In addition, new or changing regulation or public opinion regarding our sustainability goals or our actions to achieve them may result in adverse effects on our financial performance, reputation or demand for our services and products, or may otherwise result in obligations and liabilities that cannot be predicted or estimated at this time.

In addition to legal and regulatory risks, we currently are a party to and will continue to be a party to, third party legal proceedings, including matters involving personnel and employment issues, personal injury, property damage, privacy, contract disputes, private rights of action under certain regulations, and other proceedings, including but not limited to opioid litigation and litigation with Albertsons.

​

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OUR PROPOSED TRANSACTION WITH ALBERTSONS CREATES INCREMENTAL BUSINESS, REGULATORY AND REPUTATIONAL RISKS

On October 13, 2022, we entered into a merger agreement with Albertsons Companies Inc. (“Albertsons”), which sets forth the terms of our proposed transaction.

In connection with the proposed transaction, Kroger and Albertsons entered into a comprehensive divestiture plan with C&S Wholesale Grocers, LLC for the combined sale of certain stores, distribution centers, offices and private label brands.

The proposed transaction with Albertsons and the divestiture plan entails important risks, including, among others: the expected timing and likelihood of completion of the proposed transaction and divestiture plan, including the timing, receipt and terms and conditions of any required governmental and regulatory clearance of the proposed transaction and divestiture plan, and/or resolution of pending litigation challenging the merger; the effect of the proposed divestiture plan; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or divestiture agreement; the outcome of any legal proceedings that have been instituted and may in the future be instituted against the parties and others following announcement of the merger agreement and proposed transaction or divestiture plan; the inability to consummate the proposed transaction or divestiture plan due to the failure to satisfy other conditions to complete the proposed transaction or divestiture plan; risks that the proposed transaction or divestiture plan disrupts our current plans and operations; the ability to identify and recognize, including on the expected timeline, the anticipated total shareholder return (“TSR”), revenue and EBITDA expectations; the amount of the costs, fees, expenses and charges related to the proposed transaction or divestiture plan; the risk that transaction and/or integration costs are greater than expected, including as a result of conditions regulators put on any approvals of the transaction; the potential effect of the announcement and/or consummation of the proposed transaction or divestiture plan on relationships, including with associates, suppliers and competitors; our ability to maintain an investment grade credit rating; the risk that management’s attention is diverted from other matters; risks related to the potential effect of general economic, political and market factors, including changes in the financial markets as a result of inflation or measures implemented to address inflation, and any epidemic, pandemic or disease outbreaks, on Kroger, Albertsons or the proposed transaction or divestiture plan; the risk of adverse effects on the market price of our or Albertsons’s securities or on Albertsons’s or our operating results for any reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or divestiture agreement; and other risks described in our filings with the SEC.

From time to time, we are a party to legal proceedings, including matters involving personnel and employment issues, personal injury, contract disputes, regulatory claims and other proceedings.

LEGAL AND GOVERNMENT REGULATION

MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying notes thereto contained in Item 8 of this report, as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended [removed: January 28, 2023,] [added: February 3, 2024,] which provides additional information on comparisons of fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[removed: Kroger has evolved into a more diverse business, with a] [added: Our] model [removed: that] provides more ways than ever to generate net earnings growth.

| | ● | 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, greater value for our customers and our seamless ecosystem to ensure we deliver a full, fresh and friendly experience for every customer, every time. [added: In an effort to serve more households, we will invest in major storing projects that allow us to increase both in-store and online sales.] As more and more customers incorporate ecommerce into their permanent routines, we expect digital 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 [removed: saving] [added: savings] initiatives that are focused on simplifying processes and utilizing technology to enhance the associate experience without affecting the customer experience. Together, these will enable us to improve operating margin, while balancing strategic price investments for customers and wage and benefit investments for associates. |

We expect our value creation model will result in total shareholder return within our target range of 8% to 11% over [removed: time, which does not contemplate the effect of the proposed merger with Albertsons.][added: time.]

[removed: 2023] [added: 2024] EXECUTIVE SUMMARY

In [removed: 2023,] [added: 2024,] we increased associate wages resulting in an average hourly rate of [removed: nearly] [added: more than] $19, and a rate of [removed: nearly] [added: more than] $25 with comprehensive benefits factored in, which is a [removed: 33%] [added: 38%] increase in rate in the last [removed: five] [added: seven] years.

| [removed: ​] [added: ​] | [removed: ​] [added: ​] | Fiscal Year | | | | | [removed: | | ​ |]

| ​ | ​ | [removed: ​] [added: February 1,] | | | Percentage | | [removed: ​] [added: February 3,] | | ​ |

| [removed: ​] [added: ​] | [removed: ​] [added: ​] | [removed: 2023] [added: 2024] | | ​ | [removed: Change] [added: Change(1)] | ​ | [removed: 2022] [added: 2023(6)] | | ​ | [added: Adjusted(2)(6) | | ​ | Change(3) | ​ | 2022(6) | |]

| [removed: Sales] [added: Total sales] | ​ | $ | [removed: 150,039] [added: 147,123] | ​ | [removed: 1.2] [added: (0.1)] | % | $ | [removed: 148,258] [added: 150,039] | ​ | [added: $ | 147,328 | ​ | (0.6) | % | $ | 148,258 |]

| Sales without fuel and the Extra [removed: Week] [added: Week(1)] | ​ | $ | [removed: 130,988] [added: 132,150] | ​ | [removed: 1.1] [added: 0.9] | % | $ | [removed: 129,626] [added: 130,988] | ​ |

| Net earnings attributable to The Kroger Co. | ​ | $ | [removed: 2,164] [added: 2,665] | ​ | [removed: (3.6)] [added: $] | [removed: %] [added: 2,164] | [added: ​ |] $ | 2,244 | ​ |

| Adjusted net earnings attributable to The Kroger Co. excluding the Extra Week | ​ | $ | [removed: 3,335] [added: 3,246] | ​ | [removed: 7.4] [added: (2.7)] | % | $ | [removed: 3,104] [added: 3,335] | ​ |

| Net earnings attributable to The Kroger Co. per diluted common share | ​ | $ | [removed: 2.96] [added: 3.67] | ​ | [removed: (3.3)] [added: $] | [removed: %] [added: 2.96] | [added: ​ |] $ | 3.06 | ​ |

| Adjusted net earnings attributable to The Kroger Co. per diluted common share excluding the Extra Week | ​ | $ | [removed: 4.56] [added: 4.47] | ​ | [removed: 7.8] [added: (2.0)] | % | $ | [removed: 4.23] [added: 4.56] | ​ |

| Operating profit | ​ | $ | [removed: 3,096] [added: 3,849] | ​ | [removed: (25.0) | % |] $ | [removed: 4,126] [added: 3,096] | ​ |

| Adjusted FIFO operating profit excluding the Extra [removed: Week] [added: Week(1)] | ​ | $ | [removed: 4,799] [added: 4,674] | ​ | [removed: (5.5)] [added: (2.6)] | % | $ | [removed: 5,079] [added: 4,799] | ​ |

| Dividends paid | ​ | $ | [removed: 796] [added: 883] | ​ | [removed: 16.7] [added: 10.9] | % | $ | [removed: 682] [added: 796] | ​ |

| Dividends paid per common share | ​ | $ | [removed: 1.10] [added: 1.22] | ​ | [removed: 17.0] [added: 10.9] | % | $ | [removed: 0.94] [added: 1.10] | ​ |

| Identical sales excluding [removed: fuel(1)] [added: fuel] | ​ | ​ | [removed: 0.9] [added: 1.5] | % | N/A | ​ | ​ | [removed: 5.6] [added: 0.9] | % |

| FIFO gross margin rate, excluding [added: rent, depreciation and amortization,] fuel and the Extra Week, bps [removed: increase (decrease)(1)] [added: increase(1)] | ​ | ​ | [removed: 0.18] [added: 0.32] | ​ | N/A | ​ | ​ | [removed: (0.09)] [added: 0.18] | ​ |

| OG&A rate, excluding fuel, Adjusted Items and the Extra Week, bps [removed: increase (decrease)(1)] [added: increase(1)] | ​ | ​ | [removed: 0.21] [added: 0.31] | ​ | N/A | ​ | ​ | [removed: (0.19)] [added: 0.21] | ​ |

| [removed: (Decrease)/increase] [added: Increase (decrease)] in total debt, including obligations under finance leases compared to prior fiscal year [removed: end] [added: end(3)] | ​ | $ | [removed: (1,152)] [added: 5,679] | ​ | N/A | ​ | $ | [removed: 14] [added: (1,152)] | ​ |

| Share [removed: repurchases] [added: repurchases(2)] | ​ | $ | [removed: 62] [added: 4,194] | ​ | N/A | ​ | $ | [removed: 993] [added: 62] | ​ |

Notable items for [removed: 2023] [added: 2024] are:

| | ● | Achieved [added: adjusted] net earnings attributable to The Kroger Co. per diluted common share of [removed: $2.96,] [added: $4.47,] which represents a [removed: 3.3%] [added: 2%] decrease compared to [removed: 2022. The] [added: 2023, excluding the 53rd week in] 2023 [removed: results include losses per diluted common share of $1.60 related to our opioid settlement charges.] [added: (the “Extra Week”).] |

| | ● | Achieved [removed: adjusted] net earnings attributable to The Kroger Co. per diluted common share [removed: excluding the Extra Week] of [removed: $4.56,] [added: $3.67,] which represents [removed: an 8%] [added: a 24%] increase compared to [removed: 2022. Including the Extra Week, adjusted net earnings per diluted common share increased 13% compared to 2022.] [added: 2023.] |

| | ● | Achieved adjusted FIFO operating profit [removed: excluding the Extra Week] of [removed: $4.8] [added: $4.7] billion, which represents a [removed: 6%] [added: 3%] decrease compared to [removed: 2022. Including] [added: 2023, excluding] the Extra [removed: Week, adjusted FIFO operating profit decreased 2% compared to 2022.] [added: Week.] |

| | ● | Generated cash flows from operations of [removed: $6.8] [added: $5.8] billion, which represents a [removed: 51% increase] [added: 15% decrease] compared to [removed: 2022.] [added: 2023.] |

| | ● | Digital sales grew to [removed: $12] [added: more than $13.0] billion in annual sales. Digital sales include products ordered online and picked up at our stores and our Delivery and Ship solutions. [removed: Excluding the Extra Week, digital sales increased 12%, which was led by strength in our Delivery solutions, which grew by 25%. Delivery solutions growth was driven by our Boost membership program and expansion of our Kroger Delivery network.] Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers [removed: powered by Ocado] 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 [removed: courier.] [added: platforms. Digital sales growth was led by the strength of our Delivery solutions. Delivery solutions, which grew by 18% in 2024, excluding the Extra Week in 2023, were driven by the growth in demand across our Kroger Delivery network.] |

[removed: | | ● | Our LIFO charge for 2023 was $113 million, compared to $626 million in 2022.] The decrease in [added: our] LIFO charge was [removed: due] [added: attributable] to lower product cost inflation [removed: year-over-year. |][added: for 2024 compared to 2023.]

Our Company is built on the foundation of our [removed: food] retail [added: grocery] business, which includes the added convenience of our retail pharmacies and fuel centers.

Our retail operations, which represent [removed: 97%] [added: 98%] of our consolidated sales, is our only reportable segment.

Our combination of assets [removed: include] [added: includes] the following:

As of February [removed: 3, 2024,] [added: 1, 2025,] Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia.

As of February [removed: 3, 2024,] [added: 1, 2025,] Kroger operated, either directly or through its subsidiaries, [removed: 2,722] [added: 2,731] supermarkets, of which [removed: 2,257] [added: 2,273] had pharmacies and [removed: 1,665] [added: 1,702] had fuel centers.

We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at [removed: 2,350] [added: 2,412] of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers.

Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers [removed: powered by Ocado] and orders placed through third-party platforms.

_Our Brands_ products play an important role in our merchandising strategy and represented over [removed: $31] [added: $32] billion of our sales in [removed: 2023.][added: 2024.]

During the fourth quarter of 2024, following the termination of the merger with Albertsons, as discussed in Note 18 to the Consolidated Financial Statements, we resumed our share repurchase program after a more than two-year pause to return excess capital to our shareholders.

We achieved solid results in 2024 led by our pharmacy and digital performance, which demonstrates the strength and diversity of our value creation model.

We helped customers save in multiple ways through fresh affordable products and promotions including loyalty discounts, personalized offers, fuel rewards and _Our Brands_ products.

By delivering a differentiated customer experience through our focus areas of Fresh, _Our Brands_, Personalization and Seamless, our go-to-market strategy positioned us well to meet our customers’ needs, growing households and enhancing loyalty, growing sales and generating traffic, which in turn accelerated growth opportunities in our alternative profit businesses and drove greater efficiency.

We will continue to improve our customer experience and increase our investments in major storing projects to drive traffic and increase volumes because they power our value creation model and are critical to our long-term success.

We also remain focused on associate retention by investing in our associates, through enhanced wages and benefits and improved training and career development opportunities.

This positions us well to generate attractive and sustainable returns for shareholders.

| ​ | ​ | ​ | | | | | | | ​ |

| ​ | ​ | 2025 | | ​ | Change | ​ | 2024 | | ​ |

| Sales(1) | ​ | $ | 147,123 | ​ | (1.9) | % | $ | 150,039 | ​ |

| (1) | Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. Total sales in 2023 includes $3,193 of Kroger Specialty Pharmacy sales. In 2024, the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and the Extra Week and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2024 and 2023 Adjusted Items, as defined below. It had no material effect on operating profit. |

| (2) | The $4,194 share repurchases included 68.4 million Kroger common shares, at an average price of $61.31 per share, which includes excise tax related to the shares repurchased. See Note 13 to the Consolidated Financial Statements. |

| (3) | The increase of $5,679 in total debt was primarily due to issuing $10,500 of senior notes to pay a portion of the cash consideration for the proposed merger with Albertsons and for general corporate purposes offset by the mandatory redemption of $4,700 of senior notes following the termination of the merger. After the termination of the proposed merger, these funds were primarily used to fund the $5,000 ASR program to be completed under our December 2024 Repurchase Program. For additional information about the senior notes and ASR program, see Note 5, Note 13 and Note 18 to the Consolidated Financial Statements. |

| | ● | Achieved operating profit of $3.8 billion, which represents a 24% increase compared to 2023. |

| | ● | Returned $5.1 billion to shareholders from share repurchases and dividend payments, which included the total cost of the initial delivery of approximately 65.6 million shares repurchased as part of the $5.0 billion ASR program. |

| | ● | Identical sales, excluding fuel, increased 1.5% in 2024, compared to 2023, primarily due to increases in total and loyal households shopping with us, increased Health and Wellness sales and digital sales, partially offset by a reduction in the number of items in basket. |

| | ● | Alternative profit streams contributed $1.35 billion of operating profit in 2024, driven by a 17% increase in third-party media revenue, excluding the Extra Week in 2023. |

| | ● | On December 19, 2024, we entered into ASR agreements with two financial institutions to reacquire, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under our $7.5 billion share repurchase authorization. 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 taxes related to the share repurchases. The total numbers of shares purchased by us pursuant to the ASR agreements will be based on the average of the volume-weighted average prices of Kroger common shares on specified dates during the term of each ASR agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of our Fiscal 2025. |

| | ● | On December 11, 2024, we delivered a notice (the “Termination Notice”) to Albertsons, terminating the merger agreement (the “Merger Agreement”) we entered into with Albertsons on October 13, 2022. The Termination Notice further notified Albertsons that a prior termination letter sent by Albertsons to us, dated December 10, 2024, is not an effective termination. In connection with the Termination Notice, we notified Albertsons that we have no obligation to pay the Parent Termination Fee (as defined in the Merger Agreement) because Albertsons has failed to perform and comply in all material respects with its covenants under the Merger Agreement. For additional information about the termination of the Merger Agreement, see Note 18 to the Consolidated Financial Statements. |

| | ● | On October 4, 2024, we completed the sale of our Kroger Specialty Pharmacy business to Elevance Health for $464 million. In 2024, we recognized a gain on sale for $79 million, $91 million net of tax, which includes the reduction to income tax expense of $31 million related to recognizing deferred tax assets for the divested entity. Kroger Specialty Pharmacy had sales of $2.0 billion in 2024 and $3.2 billion in 2023. Kroger Specialty Pharmacy was a low margin business. As a result, the sale of the business increased both our gross margin and operating, general and administrative costs as a rate of sales. It had no material effect on operating profit. |

| | ● | On August 20, 2024, we issued $10.5 billion of senior notes to pay a portion of the cash consideration for the proposed merger and for general corporate purposes. In connection with the termination of the Merger Agreement, we redeemed $4.7 billion of the senior notes that included a special mandatory redemption feature on December 18, 2024. For additional information about the issuance and redemption of these senior notes, see Note 5 and Note 18 to the Consolidated Financial Statements. |

| | ● | Charges to operating, general and administrative expenses (“OG&A”) of $32 million, $24 million net of tax, for severance charge and related benefits, $30 million, $23 million net of tax, for impairment of intangible assets, $25 million, $19 million net of tax, for property losses, $684 million, $489 million net of tax, for merger-related costs, net of a credit to OG&A of $27 million, $21 million net of tax, for opioid settlement charges (the “2024 OG&A Adjusted Items”). |

| | ● | A loss in other income (expense) of $148 million, $112 million net of tax, for the unrealized loss on investments, a charge to other income (expense) of $34 million, $26 million net of tax, for merger-related net interest expense 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 from recognizing deferred tax assets related to the sale of our Kroger Specialty Pharmacy business (the “2024 Income Tax Expense Adjusted Item”). |

| Adjustment for severance charge and related benefits(1)(5) | ​ | ​ | 24 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for impairment of intangible assets(1)(6) | ​ | ​ | 23 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for property losses(1)(7) | ​ | ​ | 19 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for merger-related net interest expense(1)(9) | ​ | ​ | 26 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for gain on sale of Kroger Specialty Pharmacy(1)(12) | ​ | ​ | (60) | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for income tax expense on sale of Kroger Specialty Pharmacy | ​ | ​ | (31) | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for severance charge and related benefits(14) | ​ | ​ | 0.03 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for impairment of intangible assets(14) | ​ | ​ | 0.03 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for property losses(14) | ​ | ​ | 0.03 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for merger-related net interest expense(14) | ​ | ​ | 0.04 | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for gain on sale of Kroger Specialty Pharmacy(14) | ​ | ​ | (0.08) | ​ | ​ | — | ​ | ​ | — | ​ |

| Adjustment for income tax expense on sale of Kroger Specialty Pharmacy(14) | ​ | ​ | (0.04) | ​ | ​ | — | ​ | ​ | — | ​ |

| (5) | The pre-tax adjustment for severance charge and related benefits was $32. |

| (6) | The pre-tax adjustment for impairment of intangible assets was $30. |

| (7) | The pre-tax adjustment for property losses was $25. |

| (9) | The pre-tax adjustment for merger-related net interest expense was $34. |

During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons.

We achieved strong results in 2023, in line with our long-term growth model and built on three consecutive years of growth, despite navigating a challenging operating environment.

By maintaining our long-term commitment to lower prices, through personalized promotions and rewards, we are increasing customer visits and growing loyal households through the strength of our retail business, continuing our evolution into a more diverse business, and our value creation model is providing us multiple ways to drive sustainable future growth.

Our results provided another proof point of the strength and resilience of our value creation model, which supported another year of strong free cash flow and adjusted net earnings per diluted share growth, excluding the 53rd week in fiscal year 2023 (the “Extra Week”).

This was the result of continued momentum across several margin expansion initiatives, strong Our Brands performance, strong growth in alternative profit businesses, our ability to effectively manage product cost through strong sourcing practices, lower supply chain costs and a lower year-over-year LIFO charge.

During the year, we continued to invest in wages and the associate experience as a way to support the delivery of a full, fresh and friendly customer experience.

| (1) | Identical sales without fuel would have grown 2.3% in fiscal 2023 if not for the reduction in pharmacy sales from the previously communicated termination of our agreement with Express Scripts effective December 31, 2022. In fiscal 2023, the terminated agreement had a positive effect on the FIFO gross margin rate, excluding fuel and the Extra Week, and a negative effect on the OG&A rate, excluding fuel, the Extra Week and the 2023 and 2022 Adjusted Items, as defined below. The overall net effect on adjusted FIFO operating profit was slightly positive. |

| | ● | Net earnings include $179 million, $144 million net of tax, due to the Extra Week. The Extra Week in 2023 contributed $0.20 to our net earnings per diluted common share result for 2023. |

| | ● | Achieved operating profit of $3.1 billion, which represents a 25% decrease compared to 2022. The 2023 results reflect charges of $1.5 billion related to our opioid settlement charges. |

| | ● | Returned $0.8 billion to shareholders through dividend payments. |

| | ● | Identical sales, excluding fuel, increased 0.9%. Identical sales, excluding fuel, would have grown 2.3% in 2023 if not for the reduction in pharmacy sales from our termination of our agreement with Express Scripts effective December 31, 2022. This terminated agreement had no material effect on profitability. |

| | ● | Alternative profit streams contributed $1.3 billion of operating profit in 2023. |

| | ● | During the second quarter of 2023, we recognized opioid settlement charges of $1.4 billion, $1.1 billion net of tax, related to the nationwide opioid settlement framework to settle substantially all opioid lawsuits and claims against Kroger. We have agreed to make settlement payments related to the nationwide settlement framework of approximately $1.2 billion in equal installments over 11 years, and $177 million in equal installments over six years. During the first quarter of 2023, we recognized opioid settlement charges of $62 million, $49 million net of tax, related to all pending and future opioid litigation claims with the State of West Virginia, which are payable over 10 years. For additional information about our opioid settlement charges in 2023, see Note 12 to the Consolidated Financial Statements. |

| | ● | On September 8, 2023, Kroger and Albertsons announced they have entered a definitive agreement with C&S Wholesale Grocers, LLC for the combined sale of 413 stores, eight distribution centers, two offices and five private label brands for approximately $1.9 billion cash, in connection with the proposed merger, subject to customary adjustments. The financial terms of this divestiture plan are in line with what we expected and allow us to reaffirm the shareholder value creation opportunity the proposed merger creates. For additional information about the proposed merger with Albertsons, see Note 16 to the Consolidated Financial Statements. |

We are evolving into a more diverse business.

_Proposed Merger with Albertsons_

As previously disclosed, on October 13, 2022, we entered into a merger agreement with Albertsons.

The proposed merger is expected to accelerate our go-to-market strategy that includes Fresh, _Our Brands_, Personalization and Seamless, and continue our track record of investments across lowering prices, enhancing the customer experience, and increasing associate wages and benefits.

Merchandise costs exclude depreciation and rent expenses.

| | ● | Charges to OG&A of $449 million, $344 million net of tax, for obligations related to withdrawal liabilities for a certain multi-employer pension fund, $66 million, $50 million net of tax, for the revaluation of Home Chef contingent consideration and $136 million, $104 million net of tax, for transformation costs (the “2021 OG&A Adjusted Items”). |

| | ● | Losses in other income (expense) of $87 million, $68 million net of tax, related to company-sponsored pension plan settlements and $821 million, $628 million net of tax, for the unrealized loss on investments (the “2021 Other Income (Expense) Adjusted Items”). |

| | ● | A reduction to income tax expense of $47 million primarily due to the completion of income tax audit examinations covering multiple years. |

| Adjustment for transformation costs(1)(6) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 104 | ​ |

| Adjustment for income tax audit examinations(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (47) | ​ |

| Adjustment for transformation costs(11) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.14 | ​ |

| Adjustment for income tax audit examinations(11) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (0.07) | ​ |

| (3) | The pre-tax adjustment for company-sponsored pension plan settlement charges was $87. |

| (6) | The pre-tax adjustment for transformation costs was $136. Transformation costs primarily include costs related to store and business closure costs and third-party professional consulting fees associated with business transformation and cost saving initiatives. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | | | | | | | | | | | | | | | ​ |

| ​ | ​ | 2023 | | ​ | Adjusted(1) | | ​ | Change(2) | ​ | 2022 | | ​ | Change(3) | ​ | 2021 | | ​ |

| Other sales(5) | ​ | | 1,134 | ​ | | 1,120 | ​ | 16.4 | % | | 962 | ​ | 4.9 | % | | 917 | ​ |

| Total sales | ​ | $ | 150,039 | ​ | $ | 147,328 | ​ | (0.6) | % | $ | 148,258 | ​ | 7.5 | % | $ | 137,888 | ​ |

Total sales increased in 2022, compared to 2021, by 7.5%.

Identical sales without fuel would have grown 5.8% in 2022 if not for the reduction in pharmacy sales from our termination of our agreement with Express Scripts effective December 31, 2022.

Total supermarket fuel sales increased 26.9% in 2022, compared to 2021, primarily due to an increase in the average retail fuel price of 28.5%, partially offset by a decrease in fuel gallons sold of 1.2%, which was less than the national average decline.

We define Kroger Delivery identical sales powered by Ocado based on geography.

We include Kroger Delivery sales powered by Ocado as identical if the delivery occurs in an existing Kroger supermarket geography.

If the Kroger Delivery sales powered by Ocado occur in a new geography, these sales are included as identical when deliveries have occurred to the new geography for five full quarters.

As of February 3, [removed: 2024 and January 28, 2023,] [added: 2024,] we maintained five forward-starting interest rate swap agreements with a maturity date of August 1, 2027 with an aggregate notional amount totaling $5.4 billion.

In 2023, we recognized an unrealized gain of $174 million that is included in [removed: “Gain (loss)] [added: “(Loss) gain] on investments” in our Consolidated Statements of Operations.

The tables below provide information about our underlying debt portfolio as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

The variable rate debt is based on a reference rate using the forward yield curve as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

The Fair Value column includes the fair value of our debt instruments as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023.][added: February 3, 2024.]

We had no outstanding interest rate derivatives classified as fair value hedges as of February [removed: 3, 2024] [added: 1, 2025] or [removed: January 28, 2023.][added: February 3, 2024.]

| ​ | | [removed: 2023] [added: 2025] | | | [removed: 2024] [added: 2026] | | | [removed: 2025] [added: 2027] | | | [removed: 2026] [added: 2028] | | | [removed: 2027] [added: 2029] | | | Thereafter | | | Total | | | Fair Value | | |

| Variable rate principal payments | ​ | $ | [removed: (35)] [added: (90)] | ​ | $ | [removed: (22)] [added: —] | ​ | $ | [removed: (81)] [added: —] | ​ | $ | [removed: —] [added: (22)] | ​ | $ | [removed: —] [added: (38)] | ​ | $ | — | ​ | $ | [removed: (138)] [added: (150)] | ​ | $ | [removed: (138)] [added: (151)] | ​ |

| (1) | The fixed rate principal payments exclude debt discounts and deferred financing costs of [removed: $82] [added: $143] million, of which [removed: $9] [added: $11] million is current and [removed: $73] [added: $132] million is long-term. The weighted average interest rate calculation excludes the effects of debt discounts and deferred financing costs. |

Based on our year-end [removed: 2023] [added: 2024] variable rate debt levels, a 10 percent change in interest rates would be immaterial.

As of February [added: 1, 2025 and February] 3, 2024, we had no commodity derivative contracts outstanding other than the diesel fuel hedge contracts described above.

Fair value adjustments flow through [removed: “Gain (loss)] [added: “(Loss) gain] on investments” in our Consolidated Statements of Operations.

The change in fair value of certain Level 1 investments resulted in an unrealized loss of [removed: $66] [added: $116] million in [removed: 2023, $586] [added: 2024, $66] million in [removed: 2022] [added: 2023] and [removed: $821] [added: $586] million in [removed: 2021.][added: 2022.]

As of February [removed: 3, 2024,] [added: 1, 2025,] the fair value of our investments in certain Level 1 financial instruments was [removed: $578] [added: $183] million.

As of February [removed: 3, 2024,] [added: 1, 2025,] a 10% change in the fair value of these investments would be approximately [removed: $58] [added: $18] million.

[removed: 2023,] [added: As of February 1, 2025,] our defined benefit pension plans had total investment assets of [removed: $2.5] [added: $2.3] billion.

As of February 1, 2025, we had no forward-starting interest rate swap agreements outstanding.

We entered into these forward-starting interest rate swaps in order to hedge the variability in future benchmark interest payments attributable to changing interest rate on the forecasted issuance of fixed-rate debt that was issued in 2024.

In 2024, we terminated these five forward-starting interest rate swaps with a maturity date of August 1, 2027 and an aggregate notional amount totaling $5.4 billion.

For the notional amount of $2.4 billion of these forward-starting interest rate swaps that was designated as a cash-flow hedge, the unamortized gain of $48 million, $36 million net of tax, has been deferred in accumulated other comprehensive income and will be amortized to earnings as the interest payments are made.

For the remainder of the notional amount of $3.0 billion of the forward-starting interest rate swaps not designated as a cash-flow hedge, we recognized a realized loss of $55 million that is included in “(Loss) gain on investments” in our Consolidated Statements of Operations.

In 2024, we entered into two 10-year treasury lock agreements with an aggregate notional amount of $2.1 billion and a weighted-average interest rate of 3.91% and two 30-year treasury lock agreements with an aggregate notional amount of $3.3 billion and a weighted-average interest rate of 4.11%.

These treasury locks were an agreement used to hedge the U.S. Treasury benchmark interest rate associated with future interest payments on the forecasted issuance of fixed-rate debt that was issued in 2024.

These treasury locks were designated as cash-flow hedges as defined by GAAP.

Accordingly, the changes in fair value of these treasury locks are recorded to accumulated other comprehensive income and reclassified into net earnings when the hedged transaction affects net earnings.

In 2024, we terminated these treasury lock agreements.

The unamortized loss of $56 million, $43 million net of tax, has been deferred in accumulated other comprehensive loss and will be amortized to earnings as the interest payments are made.

| ​ | ​ | February 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate principal payments(1) | ​ | $ | (25) | ​ | $ | (1,311) | ​ | $ | (616) | ​ | $ | (663) | ​ | $ | (552) | ​ | $ | (12,735) | ​ | $ | (15,902) | ​ | $ | (14,497) | ​ |

| Average interest rate(1) | ​ | | 2.10 | % | | 3.00 | % | | 3.68 | % | | 4.43 | % | | 7.69 | % | | 4.79 | % | ​ | ​ | ​ | ​ | ​ | ​ |

| Average interest rate | ​ | | 2.87 | % | | — | ​ | | — | ​ | | 7.93 | % | | 6.17 | % | | — | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

*​*

As of February 1, 2025, our outstanding diesel fuel hedge contracts had a total notional amount of $32 million.

*​*

We entered into these forward-starting interest rate swaps in order to lock in fixed interest rates on our forecasted issuances of debt.

As of January 28, 2023, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other long-term liabilities” for $116 million and accumulated other comprehensive loss for $89 million, net of tax.

As of January 28, 2023, the fair value of these swaps was recorded in “Other long-term liabilities” for $142 million.

In 2022, we recognized an unrealized loss of $142 million related to these swaps that is included in “Gain (loss) on investments” in our Consolidated Statements of Operations.

| ​ | ​ | January 28, 2023 | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate principal payments(1) | ​ | $ | (1,127) | ​ | $ | (10) | ​ | $ | (10) | ​ | $ | (1,392) | ​ | $ | (612) | ​ | $ | (8,085) | ​ | $ | (11,236) | ​ | $ | (10,455) | ​ |

| Average interest rate(1) | ​ | | 3.89 | % | | 2.67 | % | | 2.68 | % | | 3.04 | % | | 3.68 | % | | 4.56 | % | ​ | ​ | ​ | ​ | ​ | ​ |

| Average interest rate | ​ | | 6.32 | % | | 7.07 | % | | 1.70 | % | | — | ​ | | — | ​ | | — | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

As of January 28, 2023, we had no commodity derivative contracts outstanding.

As of January 28, 2023, the fair value of our investment in certain Level 1 financial instrument was $401 million.

As of January 28.

Our strategy is focused on growing [added: households and increasing] customer loyalty by delivering great value and convenience, and investing in four strategic pillars: Fresh, _Our Brands_, Data & Personalization and Seamless.

We [removed: also] utilize the data and traffic generated by our retail business to [removed: deliver incremental value] [added: create personalized experiences] and [removed: services] [added: value] for our [removed: customers that generates alternative profit streams.][added: customers.]

All references to [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] are to the fiscal years ended February [added: 1, 2025, February] 3, [removed: 2024, January 28, 2023] [added: 2024] and January [removed: 29, 2022,] [added: 28, 2023,] respectively, unless specifically indicated otherwise.

We maintain a web site (www.thekrogerco.com) that includes [removed: the Kroger Fact Book and other] additional information about the Company.

These forms are available as soon as reasonably practicable after we have filed them with, or furnished them electronically to, the [removed: SEC.][added: Securities and Exchange Commission (SEC), and are also available at www.sec.gov.]

As of February [removed: 3, 2024,] [added: 1, 2025,] Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia.

As of February [removed: 3, 2024,] [added: 1, 2025,] Kroger operated, either directly or through its subsidiaries, [removed: 2,722] [added: 2,731] supermarkets, of which [removed: 2,257] [added: 2,273] had pharmacies and [removed: 1,665] [added: 1,702] had fuel centers.

Approximately [removed: 50%] [added: 51%] of our supermarkets were operated in Company-owned facilities, including some Company-owned buildings on leased land.

We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at [removed: 2,350] [added: 2,412] of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers.

Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers [removed: powered by Ocado] and orders placed through third-party platforms.

_Our Brands_ products play an important role in our merchandising strategy and represented over [removed: $31] [added: $32] billion of our sales in [removed: 2023.][added: 2024.]

Our supermarkets, on average, stock over [removed: 12,600] [added: 12,000] private label items.

Approximately [removed: 30% of _Our Brands_ units and 43%] [added: 31%] of [removed: the grocery category] _Our Brands_ units sold in our supermarkets are produced in our food production plants; the remaining _Our Brands_ items are produced to our strict specifications by outside manufacturers.

As of February [removed: 3, 2024,] [added: 1, 2025,] we owned 33 food production plants.

The traffic and data generated by our retail business, including pharmacies and fuel centers, [removed: is enabling this transformation.][added: enables our diverse business.]

Kroger serves approximately [removed: 62] [added: 63] million households annually and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card.

Our [added: over] 20 years of investment in data science capabilities [removed: is allowing] [added: allows] us to utilize this data to create personalized experiences and value for our customers and [removed: is also enabling] [added: enables] our [removed: fast-growing,] [added: growing,] high operating margin alternative profit businesses, including data analytic services and third-party media revenue.

As of February [removed: 3, 2024,] [added: 1, 2025,] Kroger employed [removed: nearly 414,000] [added: over 409,000] full- and part-time employees.

Many retail roles offer opportunities to learn new skills, [removed: grow] [added: where new associates come for a job,] and [removed: advance careers.][added: discover a career.]

In [removed: 2023,] [added: 2024,] we spent approximately [removed: $210] [added: $192] million on training our associates through onboarding, leadership development programs and programs designed to upskill associates across the Company.

Beyond our own [added: training] programs, associates can take advantage of our tuition reimbursement benefit, which offers up to $3,500 annually — $21,000 over the course of employment — toward continuing education.

Approximately [removed: 7,000] [added: 5,500] associates, [removed: 94%] [added: 89%] of whom are hourly, have taken advantage of our tuition reimbursement program in [removed: 2023.][added: 2024.]

Kroger has invested approximately [removed: $54] [added: $64] million in this program since it launched in 2018.

During [removed: 2023,] [added: 2024,] we increased associate wages resulting in an average hourly rate of [removed: nearly] [added: more than] $19, and a rate of [removed: nearly] [added: more than] $25 with comprehensive benefits factored in, which is a [removed: 33%] [added: 38%] increase in rate in the last [removed: five] [added: seven] years.

Over the last five years, we have now invested more than [removed: $2.4] [added: $2.7] billion in incremental wage investments.

We expect to make continued associate investments in [removed: 2024.][added: 2025.]

Wages, health care and pensions are included in all of these collective bargaining agreements that cover approximately [removed: 65%] [added: 64%] of our associates.

Managing [removed: climate change impacts] [added: greenhouse gas emissions to reduce our impact on the environment] is an important part of [removed: _Thriving Together_, Kroger’s Environmental, Social & Governance (“ESG”) strategy] [added: Thriving Together, our responsible business strategy,] and has been a focus for our business for many years.

With a large portfolio of supermarkets, distribution [removed: warehouses] [added: warehouses,] and food production plants, as well as a complex supply chain, we [removed: recognize Kroger’s effect] [added: continue to take steps to reduce both the effects of our operations] on [added: the environment and the potential effects of a changing climate on] our [removed: climate.][added: operations.]

[removed: Climate effects are] [added: This topic is] managed by leadership with input from several departments across the business.

The Public Responsibilities Committee of the Board of Directors oversees our responsibilities as a [removed: corporate citizen] [added: responsible business] and [removed: Kroger’s] [added: our] practices related to environmental sustainability, including [added: potential] climate effects, along with other environmental and social topics of material importance.

To help identify and manage climate-related risks to our business, we conducted a quantitative climate risk assessment to determine the likelihood that different physical climate risks, including drought, extreme heat and extreme precipitation, would affect [removed: Kroger’s] [added: our] operations at representative facilities in different geographies and, in turn, potentially increase operating costs for these facilities.

We plan to [removed: continue] [added: update] these climate risk assessments moving [removed: forward.][added: forward as needed.]

[removed: Kroger] [added: We] also [removed: acknowledges] [added: acknowledge] that [removed: current and emerging] climate-related legislation could affect our business.

As a result of [added: current] state and federal requirements regarding the [removed: phase down] [added: phasedown] of hydrofluorocarbon (“HFC”) refrigerants, we anticipate steadily replacing our refrigerant infrastructure to reach required levels, which could incur significant costs to the business.

We have installed technologies and processes to ensure our supermarkets, food production plants, fulfillment centers and supply chain can respond quickly and remain [removed: operational.][added: operational to serve our customers.]

We also monitor [removed: energy] [added: utility and technology] availability and costs to help anticipate how [removed: changing climate patterns, like increasing temperatures,] [added: these] could affect our [removed: energy-sourcing costs and activities.][added: business operations in the future.]

The following is a list of the names and ages of the executive officers and the positions held by each such [removed: person.][added: person as of March 21, 2025.]

| Name | [added: ​] | Age | [added: ​] | Recent Employment History |

| Mary E. Adcock | ​ | [removed: 48] [added: 49] | ​ | Ms. Adcock was elected [removed: Senior] [added: Executive] Vice President [removed: effective May 1, 2019] and [added: Chief Merchant and Marketing Officer in March 2025 and] is responsible for [removed: retail operations] [added: sales and category planning for fresh foods, center store and general merchandise categories,] as well as [removed: the oversight of all Kroger retail divisions.] [added: analytics & execution, e-commerce and digital merchandising, fuel and _Our Brands_. Prior to that, Ms. Adcock served as Senior Vice President and Chief Merchant and Marketing Officer from December 2024 to March 2025.] From [added: May 2019 to December 2024, she served as Senior Vice President of Retail Operations, and from] June 2016 to April 2019, she served as Group Vice President of Retail Operations. Prior to that, Ms. Adcock held leadership roles in Kroger’s Columbus Division, including Vice President of Operations and Vice President of Merchandising. Prior to that, [removed: Ms. Adcock] [added: she] served as Vice President of Natural Foods Merchandising and as Vice President of Deli/Bakery Manufacturing and held several leadership positions in the manufacturing department, including human resources manager, general manager and division operations manager. Ms. Adcock joined Kroger in 1999 as human resources assistant manager at the Country Oven Bakery in Bowling Green, Kentucky. |

This data and traffic also enables our fast-growing, high operating margin alternative profit business, including data and analytic services and third-party media revenue.

In turn, the value generated from these businesses enables us to reinvest back into our retail business.

*​*

CLIMATE RESILIENCIES

| Name | | | | |

| David J. C. Kennerley | ​ | 51 | ​ | Mr. Kennerley was elected Executive Vice President in March 2025. Prior to joining Kroger, he held various leadership roles at PepsiCo from 2001 to 2025, most recently serving as CFO, Europe. Mr. Kennerley joined PepsiCo in 2001 as a manager in the International Corporate Finance/Treasury Department, then in 2005 moved to the U.K. business as a business development director and subsequently held a number of roles across Planning and Commercial Finance. In 2011, he became the company’s senior finance director for the Global Beverages Group and then moved into the North American Beverage business. After that, Mr. Kennerley held a number of roles across Commercial Finance before being appointed to SVP Finance for the company’s North American Bottling business. He served in his most recent role as CFO, Europe from March 2020 to March 2025. |

| Ronald L. Sargent | ​ | 69 | ​ | Mr. Sargent was named Interim Chief Executive Officer and Chairman of the Board in March 2025. He has been a Kroger director since 2006 and served as the Lead Director from June 2018 to March 2025. Mr. Sargent was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, from 2002 until his retirement in 2016 after joining the company in 1989. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in several roles across stores, sales, marketing, manufacturing and strategy. |

| --- | --- | --- | --- | --- |

These alternative profit streams would not exist without our core retail business.

We are evolving into a more diverse business.

_Proposed Merger with Albertsons_

As previously disclosed, on October 13, 2022, we entered into a merger agreement with Albertsons.

The proposed merger is expected to accelerate our go-to-market strategy that includes Fresh, _Our Brands_, Personalization and Seamless, and continue our track record of investments across lowering prices, enhancing the customer experience, and increasing associate wages and benefits.

For additional information about the proposed merger with Albertsons, see Note 16 to the Consolidated Financial Statements.

SEGMENTS

We operate supermarkets, multi-department stores and fulfillment centers throughout the United States.

Our retail operations, which represent 97% of our consolidated sales, is our only reportable segment.

We aggregate our operating divisions into one reportable segment due to the operating divisions having similar economic characteristics with similar long-term financial performance.

In addition, our 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.

Our operating divisions are organized primarily on a geographical basis so that 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 our Chief Executive Officer, who acts as our chief operating decision maker, assesses performance internally.

All of our operations are domestic.

Revenues, profits and losses and total assets are shown in our Consolidated Financial Statements set forth in Item 8 below.

_Promoting Diversity, Equity & Inclusion_

Diversity and inclusion have been among Kroger’s values for decades.

We strive to reflect the communities we serve and foster a culture that inspires collaboration and feeds the human spirit.

We have taken a very thoughtful and purposeful approach to enact meaningful change and develop what we believe are the right actions to achieve true and lasting equality.

Our _Framework for Action: Diversity, Equity & Inclusion_ plan reflects our desire to redefine, deepen, and advance our commitment, mobilizing our people, passion, scale and resources.

This ongoing commitment includes the following framework pillars: Create a More Inclusive Culture; Develop Diverse Talent; Advance Diverse Partnerships; Advance Equitable Communities; and Deeply Listen and Report Progress.

MANAGING CLIMATE IMPACTS

We continue to explore opportunities and take steps to reduce the effects of our operations on the environment and to reduce the potential risk of a changing climate on our operations.

This includes enhancing our operational efficiency, increasing our usage of renewable energy and investing in new technologies.

The key elements of our climate strategy are included below.

_Governance_

Kroger discloses detailed energy and emissions data, as well as our approach to managing climate-related topics, in our annual ESG Report, which can be found at www.thekrogerco.com/esgreport.

_Risk assessment_

If legislation required an accelerated timeline regarding the phase down of HFC refrigerants, we could incur higher costs.

_Climate adaptation_

Our teams also monitor transition risks due to climate change, including the effect possible new legislation may have on our business.

_Climate mitigation_

For many years, Kroger has implemented emission reduction projects, including energy efficiency improvements, refrigerant leak detection and mitigation measures, renewable energy installations and procurement and fleet efficiencies.

In 2020, we set a goal to reduce absolute greenhouse gas (“GHG”) emissions from our operations (scope 1 and 2 emissions) by 30% by 2030, against a 2018 baseline.

The goal was developed using climate science and is aligned with the Paris Agreement, specifically supporting a well-below 2°C climate scenario according to the absolute contraction method.

Kroger is reviewing its GHG reduction target against the requirements of the Science Based Targets initiative.

In 2023, we completed our first full Scope 3 emissions baseline.

Additional discussion about our approach to managing climate effects is included in our annual ESG Report.

The information in our ESG Report is not part of or incorporated by reference into this Annual Report on Form 10-K.

For the fiscal year ended February [removed: 3, 2024.][added: 1, 2025.]

[removed: THE KROGER CO.][added: THE KROGER CO.]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [removed: §240.10D-1(b).][added: §240.10D-1(b) ☐.]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (August [removed: 12, 2023).][added: 17, 2024).]

[removed: 721,687,844,] [added: 660,893,475,] shares of Common Stock of $1 par value, as of March [removed: 27, 2024.][added: 26, 2025.]

Portions of Kroger’s definitive proxy statement for its [removed: 2024] [added: 2025] annual meeting of shareholders, which shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates, are incorporated by reference into Part III of this Report.

For the Fiscal Year Ended February [removed: 3, 2024][added: 1, 2025]

| [Item 1A](#ITEM1ARISKFACTORS_427495) | [Risk Factors](#ITEM1ARISKFACTORS_427495) | [removed: 11] [added: 10] |

| [Item 1B](#ITEM1BUNRESOLVEDSTAFF_782482) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFF_782482) | [removed: 19] [added: 18] |

| [Item 1C](#ITEM1C_608165) | [Cybersecurity](#ITEM1C_608165) | [removed: 20] [added: 18] |

| [Item 2](#ITEM2PROPERTIES_938453) | [Properties](#ITEM2PROPERTIES_938453) | [removed: 21] [added: 20] |

| [Item 3](#ITEM3LEGALPROCEEDINGS_398656) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_398656) | [removed: 22] [added: 21] |

| [Item 4](#ITEM4MINESAFETY_848917) | [Mine Safety Disclosures](#ITEM4MINESAFETY_848917) | [removed: 22] [added: 21] |

| [Part II](#PARTII_655666) | ​ | [removed: 22] [added: 21] |

| [Item 5](#ITEM5MARKETFORREGISTRANTS_787451) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORREGISTRANTS_787451) | [removed: 22] [added: 21] |

| [Item 6](#ITEM6SELECTEDFINANCIALDATA_648582) | [Reserved](#ITEM6SELECTEDFINANCIALDATA_648582) | [removed: 24] [added: 23] |

| [Item 7](#ITEM7MANAGEMENTSDISCUSSION_279865) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSION_279865) | [removed: 25] [added: 24] |

| [Item 7A](#ITEM7AQUANTITATIVEANDQUALITATIVE_789704) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVE_789704) | [removed: 48] [added: 49] |

| [Item 8](#ITEM8FINANCIALSTATEMENTS_150262) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTS_150262) | [removed: 51] [added: 52] |

| [Item 9](#ITEM9CHANGESINANDDISAGREEMENTS_94374) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTS_94374) | [removed: 99] [added: 102] |

| [Item 9A](#ITEM9ACONTROLSANDPROCEDURES_212235) | [Evaluation of Disclosure Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_212235) | [removed: 99] [added: 102] |

| [Item 9B](#ITEM9BOTHERINFORMATION_351052) | [Other Information](#ITEM9BOTHERINFORMATION_351052) | [removed: 99] [added: 102] |

| [Item 9C](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN) | [removed: 99] [added: 102] |

| [Part III](#PARTIII_970612) | ​ | [removed: 100] [added: 103] |

| [Item 10](#ITEM10DIRECTORSEXECUTIVEOFFICERS_174492) | [Directors, Executive Officers and Corporate Governance](#ITEM10DIRECTORSEXECUTIVEOFFICERS_174492) | [removed: 100] [added: 103] |

| [Item 11](#ITEM11EXECUTIVECOMPENSATION_619783) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_619783) | [removed: 100] [added: 103] |

| [Item 12](#ITEM12SECURITYOWNERSHIP_54845) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIP_54845) | [removed: 100] [added: 104] |

| [Item 13](#ITEM13CERTAINRELATIONSHIPS_678646) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPS_678646) | [removed: 101] [added: 104] |

| [Item 14](#ITEM14PRINCIPALACCOUNTINGFEES_666861) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEES_666861) | [removed: 101] [added: 104] |

| [Part IV](#PARTIV_153847) | ​ | [removed: 102] [added: 105] |

| [Item 15](#ITEM15EXHIBITSFINANCIALSTATEMENT_412498) | [Exhibits, Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENT_412498) | [removed: 102] [added: 105] |

| [Item 16](#ITEM16FORM10KSUMMARY_429814) | [Form 10-K Summary](#ITEM16FORM10KSUMMARY_429814) | [removed: 104] [added: 107] |

| ​ | [Signatures](#SIGNATURES_425578) | [removed: 105] [added: 108] |

| | ● | Our ability to achieve sales, earnings and incremental FIFO operating profit goals may be affected by: [removed: the risks relating to or arising from our proposed nationwide opioid litigation settlement, including our ability to finalize and effectuate the settlement, the scope and coverage of the ultimate settlement and the expected financial or other effects that could result from the settlement; our proposed transaction with Albertsons, including, among other things, our ability to consummate the proposed transaction and related divestiture plan, including on the terms of the merger agreement and divestiture plan, on the anticipated timeline, with the required regulatory approvals, and/or resolution of pending litigation challenging the merger;] labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in [removed: labor;] [added: 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 [removed: current inflationary environment and future potential] 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 [removed: operates;] [added: operate, along with changes in federal policy and at regulatory agencies;] our ability to retain pharmacy sales from [removed: third-] [added: third] party payors; consolidation in the healthcare industry, including pharmacy benefit managers; our ability to negotiate modifications to multi-employer pension plans; [added: 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 or data security breaches; the [added: 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, and seamless; [removed: and] the [removed: successful integration] [added: outcome] of [removed: merged companies] [added: litigation matters, including those relating to the terminated transaction with Albertsons;] and [removed: new partnerships.] [added: 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 adjusted effective tax rate may differ from the expected rate due to changes in tax [removed: laws,] [added: laws and policies,] the status of pending items with various taxing authorities, and the deductibility of certain expenses. |

$38.2 billion.

| Yes ☐ | ​ | No ☒ |

$35.3 billion.

Our ability to complete our proposed transaction with Albertsons may be affected by various factors, including those set forth in Part I, Item 1A of this Annual Report.

Risk Factors included in this Annual Report on Form 10-K and other factors as may be described in subsequent filings with the SEC.

We have adopted enterprise cybersecurity risk mitigation and governance processes, which are set forth in the Kroger Cybersecurity Risk Management program (“CRM”), the Kroger Third-Party Cybersecurity Risk Management [added: (“TPCRM”)] program [removed: (“TPCRM”),] and the Kroger Cyber Incident Response Plan (“IR Plan”).

Our approach is guided by the principles of the CRM, which includes monitoring threats and vulnerabilities and assessing and monitoring related controls, supporting the Corporate Information Security function, the Chief Information Security Officer (“CISO”) and Chief [removed: Information] [added: Digital] Officer [removed: (“CIO”).][added: (“CDO”).]

In line with cyber risk management best practices, we have collaborated with recognized third-party experts as needed to align the CRM’s foundational processes, metrics, monitoring, and reporting with common frameworks such as [added: the] NIST [added: RMF] and [removed: RMF.][added: the NIST CSF.]

The TPCRM program is designed to assess third-party cybersecurity risks by employing third-party [added: cyber] risk assessments, vendor tiering, and a dedicated team tasked with recommending holistic improvements to strengthen Kroger’s cybersecurity posture, sourcing, and contracting processes.

This workflow is implemented through collaboration with the iSOC, CISO, legal counsel, and corporate affairs [removed: stakeholders.][added: stakeholders and correlates to industry standard severity levels.]

We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, our financial condition, results of operations or cash [removed: flows.][added: flows, and we have not experienced a cybersecurity threat or incident that has materially affected Kroger in at least the last three years.]

Our risk management team is integrated into our CIS function and is led by our [removed: CIO] [added: CDO] and CISO.

Kroger’s [removed: CIO] [added: CDO] reports to the CEO and leads technology and digital capabilities for the Kroger Co., including the overall cybersecurity strategy.

Kroger’s [removed: CIO & Chief Digital Officer,] [added: CDO] has over 20 years of both leading and transforming technology, digital growth, and e-commerce in the retail and food industry.

Kroger’s [removed: CIO] [added: CDO] and CISO provide quarterly updates on cybersecurity risks and related mitigating actions to the Audit Committee, meet with the full Board at least annually and inform the Audit Committee immediately if a cybersecurity incident is deemed material.

Additionally, the [removed: CIO] [added: CDO] and CISO discuss and present strategies to address geopolitical threats that may affect operations as well as technological changes, such as AI and quantum computing.

He graduated with a master’s degree in business administration and management from Ecole Supérieure de Commerce de Chambéry, Rhône-Alpes, France.

He graduated from Miami University with a bachelor’s degree in management information systems and marketing.

As of February [removed: 3, 2024,] [added: 1, 2025,] we operated approximately 2,800 owned or leased supermarkets, distribution [removed: warehouses] [added: warehouses, customer fulfillment centers] and food production plants through divisions, subsidiaries or affiliates.

The total cost of our owned assets and finance leases at February [removed: 3, 2024,] [added: 1, 2025,] was [removed: $56.7] [added: $60.1] billion while the accumulated depreciation was [removed: $31.5] [added: $34.4] billion.

​

​

Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March [removed: 27, 2024,] [added: 26, 2025,] there were [removed: 24,275] [added: 26,750] shareholders of record.

During [removed: 2022,] [added: 2024,] we paid two quarterly cash dividends of [removed: $0.21] [added: $0.29] per share and two quarterly cash dividends of [removed: $0.26] [added: $0.32] per share.

On March 1, [removed: 2024,] [added: 2025,] we paid a quarterly cash dividend of [removed: $0.29] [added: $0.32] per share.

On March [removed: 14, 2024,] [added: 13, 2025,] we announced that our Board of Directors declared a quarterly cash dividend of [removed: $0.29] [added: $0.32] per share, payable on June 1, [removed: 2024,] [added: 2025,] to shareholders of record at the close of business on May 15, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| Company Name/Index | | [removed: 2018 | |] 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | [added: 2024 | |]

* Total assumes $100 invested on February [removed: 2, 2019,] [added: 1, 2020,] in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.

The following table presents information on our purchases of our common shares during the fourth quarter of [removed: 2023:][added: 2024:]

| ​ | ​ | of Shares | ​ | Price Paid Per | | ​ | Announced Plans | ​ | [removed: Programs(4)] [added: Programs(4)(5)] | | |

| Period(1) | | Purchased(2) | [added: ​] | Share(2) | | | or Programs(3) | [added: ​] | (in millions) | | |

| Third period - [removed: five] [added: four] weeks | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| (2) | Includes (i) shares repurchased under [added: the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under] a program announced on December 6, 1999 to repurchase common shares to reduce dilution resulting from our employee stock option and long-term incentive plans, under which repurchases are limited to proceeds received from exercises of stock options and the tax benefits associated therewith (“1999 Repurchase Program”) and [removed: (ii) 18,052] [added: (iii) 12,979] shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards. |

| (3) | Represents shares repurchased under the [added: December 2024 Repurchase Program and the] 1999 Repurchase Program. |

| (4) | On September 9, 2022, our Board of Directors approved a $1.0 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “September 2022 Repurchase Program”). [added: On December 11, 2024, our Board of Directors approved a $7.5 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including accelerated stock repurchase (“ASR”) transactions, block trades, or pursuant to trades intending to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “December 2024 Repurchase Program”).] The [added: December 2024 Repurchase Program authorization replaced the existing September 2022 Repurchase Program. For information about our ASR agreements, see Note 13 to the Consolidated Financial Statements. The] amounts shown in this column reflect the amount remaining under the September 2022 Repurchase Program [added: and the December 2024 Repurchase Program] as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The [removed: September 2022] [added: authority remaining under the December 2024] Repurchase Program and the 1999 Repurchase Program do not have an expiration date but may be suspended or terminated by our Board of Directors at any time. [removed: No shares have been repurchased under the September 2022 authorization. During the third quarter of 2022, we paused our share repurchase program to prioritize de-leveraging following the proposed merger with Albertsons.] |

| The Kroger Co. | | 100 | | 131.19 | | 168.66 | | 178.23 | | 186.91 | | 255.56 | ​ |

| S&P 500 Index | | 100 | | 117.25 | | 141.87 | | 132.47 | | 164.06 | | 202.59 | ​ |

| Peer Group | | 100 | | 123.01 | | 145.25 | | 140.77 | | 164.01 | | 238.01 | ​ |

| November 10, 2024 to December 7, 2024 | | 121,067 | ​ | $ | 59.49 | | 113,600 | ​ | $ | 1,000 | ​ |

| December 8, 2024 to January 4, 2025 | | 65,963,661 | ​ | $ | 61.54 | | 65,958,149 | ​ | $ | 2,500 | ​ |

| January 5, 2025 to February 1, 2025 | | 50,941 | ​ | $ | 59.47 | | 50,941 | ​ | $ | 2,500 | ​ |

| Total | | 66,135,669 | ​ | $ | 61.54 | | 66,122,690 | ​ | $ | 2,500 | ​ |

| (1) | The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of 2024 contained three 28-day periods. |

| (5) | Reflects the reduction of the unsettled accelerated share repurchases of $1.0 billion and excludes excise tax on share repurchases in excess of issuances. |

| --- | --- |

| The Kroger Co. | | 100 | | 97.94 | | 128.49 | | 165.19 | | 174.57 | | 183.07 | ​ |

| S&P 500 Index | | 100 | | 121.56 | | 142.53 | | 172.46 | | 161.03 | | 199.42 | ​ |

| Peer Group | | 100 | | 120.67 | | 148.43 | | 175.27 | | 169.86 | | 197.90 | ​ |

| November 5, 2023 to December 2, 2023 | | 7,093 | ​ | $ | 44.09 | | 6,900 | ​ | $ | 1,000 | ​ |

| December 3, 2023 to December 30, 2023 | | 82,059 | ​ | $ | 44.75 | | 64,200 | ​ | $ | 1,000 | ​ |

| December 31, 2023 to February 3, 2024 | | 96,000 | ​ | $ | 46.07 | | 96,000 | ​ | $ | 1,000 | ​ |

| Total | | 185,152 | ​ | $ | 45.41 | | 167,100 | ​ | $ | 1,000 | ​ |

| (1) | The fourth quarter of 2023 contained two 28-day periods and one 35-day period. |

For the Fiscal Year Ended February [removed: 3, 2024][added: 1, 2025]

| [Report of Independent Registered Public Accounting Firm](#ReportofIndependent_793021) | [removed: 52] [added: 53] |

| [Consolidated Balance Sheets](#BALANCE_SHEETS) | [removed: 55] [added: 56] |

| [Consolidated Statements of Operations](#STATEMENTS_OF_OPERATIONS) | [removed: 56] [added: 57] |

| [Consolidated Statements of Comprehensive Income](#STATEMENTS_COMPREHENSIVE_INCOME) | [removed: 57] [added: 58] |

| [Consolidated Statements of Cash Flows](#STATEMENTS_CASH_FLOWS) | [removed: 58] [added: 59] |

| [Consolidated Statements of Changes in Shareholders’ Equity](#CONSOLIDATEDSTATEMENTOFCHANGESINSHA) | [removed: 59] [added: 60] |

| [Notes to Consolidated Financial Statements](#NOTES_TO_FINANCIAL_STATEMEN) | [removed: 60] [added: 61] |

We have audited the accompanying consolidated balance sheets of The Kroger Co. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the related consolidated statements of operations, of comprehensive income, of [added: changes in] shareholders' equity and of cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2024] [added: 1, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: /s/ PricewaterhouseCoopers] [added: /s/PricewaterhouseCoopers] LLP

| ​ | | February [removed: 3,] [added: 1,] | | | [removed: January 28,] [added: February 3,] | | |

| (In millions, except par amounts) | ​ | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | | |

| Cash and temporary cash investments | ​ | $ | [removed: 1,883] [added: 3,959] | ​ | $ | [removed: 1,015] [added: 1,883] | ​ |

| Store deposits in-transit | ​ | | [removed: 1,215] [added: 1,312] | ​ | | [removed: 1,127] [added: 1,215] | ​ |

| Receivables | ​ | | [removed: 2,136] [added: 2,195] | ​ | | [removed: 2,234] [added: 2,136] | ​ |

| FIFO inventory | ​ | | [removed: 9,414] [added: 9,442] | ​ | | [removed: 9,756] [added: 9,414] | ​ |

| LIFO reserve | ​ | | [removed: (2,309)] [added: (2,404)] | ​ | | [removed: (2,196)] [added: (2,309)] | ​ |

| Prepaid and other current assets | ​ | ​ | [removed: 609] [added: 769] | ​ | ​ | [removed: 734] [added: 609] | ​ |

| Total current assets | ​ | | [removed: 12,948] [added: 15,273] | ​ | | [removed: 12,670] [added: 12,948] | ​ |

| Property, plant and equipment, net | ​ | | [removed: 25,230] [added: 25,703] | ​ | | [removed: 24,726] [added: 25,230] | ​ |

| Operating lease assets | ​ | ​ | [removed: 6,692] [added: 6,839] | ​ | ​ | [removed: 6,662] [added: 6,692] | ​ |

| Intangibles, net | ​ | | [removed: 899] [added: 834] | ​ | | 899 | ​ |

| Goodwill | ​ | | [removed: 2,916] [added: 2,674] | ​ | | 2,916 | ​ |

| Other assets | ​ | | [removed: 1,820] [added: 1,293] | ​ | | [removed: 1,750] [added: 1,820] | ​ |

| Total Assets | ​ | $ | [removed: 50,505] [added: 52,616] | ​ | $ | [removed: 49,623] [added: 50,505] | ​ |

| Current portion of long-term debt including obligations under finance leases | ​ | $ | [removed: 198] [added: 272] | ​ | $ | [removed: 1,310] [added: 198] | ​ |

| Current portion of operating lease liabilities | ​ | ​ | [removed: 670] [added: 599] | ​ | ​ | [removed: 662] [added: 670] | ​ |

| Accounts payable | ​ | | [removed: 10,381] [added: 10,124] | ​ | | [removed: 10,179] [added: 10,381] | ​ |

| Accrued salaries and wages | ​ | | [removed: 1,323] [added: 1,330] | ​ | | [removed: 1,746] [added: 1,323] | ​ |

| Other current liabilities | ​ | | [removed: 3,486] [added: 3,615] | ​ | | [removed: 3,341] [added: 3,486] | ​ |

| Total current liabilities | ​ | | [removed: 16,058] [added: 15,940] | ​ | | [removed: 17,238] [added: 16,058] | ​ |

| Long-term debt including obligations under finance leases | ​ | ​ | [removed: 12,028] [added: 17,633] | ​ | ​ | [removed: 12,068] [added: 12,028] | ​ |

| Noncurrent operating lease liabilities | ​ | ​ | [removed: 6,351] [added: 6,578] | ​ | ​ | [removed: 6,372] [added: 6,351] | ​ |

| Deferred income taxes | ​ | | [removed: 1,579] [added: 1,417] | ​ | | [removed: 1,672] [added: 1,579] | ​ |

| Pension and postretirement benefit obligations | ​ | | [removed: 385] [added: 387] | ​ | | [removed: 436] [added: 385] | ​ |

| Other long-term liabilities | ​ | | [removed: 2,503] [added: 2,380] | ​ | | [removed: 1,823] [added: 2,503] | ​ |

| Total Liabilities | ​ | | [removed: 38,904] [added: 44,335] | ​ | | [removed: 39,609] [added: 38,904] | ​ |

_Litigation Contingencies Related to Opioid Claims and Merger Termination_

As described in Notes 12 and 18 to the consolidated financial statements, 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.

Management continually evaluates the Company’s exposure to loss contingencies arising from pending or threatened litigation and believes the Company has made provisions where it is reasonably possible to estimate and when an adverse outcome is probable.

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

On September 8, 2023, the Company announced that it reached an agreement in principle with plaintiffs to settle the majority of opioid claims that have been or could be brought against the Company by states in which they operate, subdivisions, and Native American tribes.

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 is currently anticipated to become effective by May 30, 2025.

As of February 1, 2025, the Company has recorded $279 million and $1,139 million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively.

Additionally, on December 10, 2024, Albertsons sued the Company for alleged breaches of the merger agreement and the implied covenant of good faith and fair dealing.

Albertsons seeks payment of a $600 million termination fee that Albertsons alleges it is owed under the merger agreement, as well as additional damages.

On March 17, 2025, the Company filed an answer denying the allegations in Albertsons’s complaint, and also filed counterclaims that seek recovery for breaches of the merger agreement by Albertsons.

The principal considerations for our determination that performing procedures relating to the litigation contingencies related to opioid claims and merger termination is a critical audit matter are (i) the significant judgment by management when assessing whether an adverse outcome from the pending or threatened litigation is probable and when determining whether a reasonable estimate of the loss can be made and (ii) a high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s assessment of loss contingencies related to the opioid claims and merger termination.

These procedures included testing the effectiveness of controls relating to management’s assessment of litigation contingencies, including the determination of whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made, as well as controls over the financial statement disclosures.

These procedures also included, among others (i) obtaining and evaluating certain executed settlement agreements related to opioid claims; (ii) obtaining and evaluating the merger agreement and certain letters where the Company is a named party related to the merger termination; (iii) evaluating the status of significant known actual and potential litigation and settlement activity by inquiring of the Company’s internal and external legal counsel, when deemed necessary; (iv) evaluating the reasonableness of management’s assessment regarding whether an adverse outcome from the pending or threatened litigation is probable and whether a reasonable estimate of the loss can be made; (v) obtaining and evaluating the letters of audit inquiry with internal and external legal counsel related to the opioid claims and merger termination; and (vi) evaluating the sufficiency of the Company’s litigation contingency disclosures related to the opioid claims and merger termination.

| Net interest expense see Note 5 | ​ | ​ | | (450) | ​ | | (441) | ​ | | (535) | ​ |

| Gain on the sale of business | ​ | ​ | ​ | 79 | ​ | ​ | — | ​ | ​ | — | ​ |

| Gain on sale of business | ​ | ​ | (79) | ​ | ​ | — | ​ | ​ | — | ​ |

| Net proceeds from sale of business | ​ | ​ | 464 | ​ | ​ | — | ​ | ​ | — | ​ |

| Unsettled accelerated share repurchases | ​ | | (1,000) | ​ | | — | ​ | | — | ​ |

Years Ended February 1, 2025, February 3, 2024 and January 28, 2023

| Balances at February 1, 2025 | | 1,918 | ​ | $ | 1,918 | ​ | $ | 3,087 | | 1,258 | ​ | $ | (24,823) | ​ | $ | (621) | ​ | $ | 28,724 | ​ | $ | (4) | ​ | $ | 8,281 |

The Company recorded asset impairments totaling $98 in 2024, which includes $25, $19 net of tax, for property losses.

The payment term that the Company has with participating suppliers under these programs is approximately 90 days.

Outstanding obligations under this financing arrangement are included in “Accounts payable” in the Consolidated Balance Sheets.

The following table summarizes the changes in the Company’s outstanding obligations under this financing arrangement through February 1, 2025:

| ​ | | February 1, 2025 | |

| Balance at the beginning of the year | ​ | $ | 325 |

| Invoices confirmed during the year | ​ | | 1,797 |

| Confirmed invoices paid during the year | ​ | | (1,828) |

| Balance at the end of the year | ​ | $ | 294 |

| Non perishable(1) | ​ | $ | 76,966 | | 52.3 | % | $ | 78,106 | | 52.0 | % | $ | 75,386 | | 50.9 | % |

| Fresh(2) | ​ | | 36,317 | | 24.7 | % | | 36,568 | | 24.4 | % | | 36,285 | | 24.5 | % |

| Pharmacy | ​ | | 15,691 | | 10.6 | % | | 14,406 | | 9.6 | % | | 13,448 | | 9.0 | % |

| Other(4) | ​ | | 3,176 | | 2.2 | % | | 4,338 | | 2.9 | % | | 4,507 | | 3.0 | % |

| (3) | 2023 and 2022 revenues by category have been reclassified to conform to the 2024 current presentation by product category. |

| (4) | Consists primarily of sales related to third-party media revenue, data analytic services, specialty pharmacy and in-store health clinics. The decrease in 2024, compared to 2023, is primarily due to the disposal of Kroger Specialty Pharmacy, partially offset by an increase in third-party media revenue. |

| Sale of Kroger Specialty Pharmacy see Note 17 | ​ | ​ | (242) | ​ | ​ | — | ​ |

The evaluation resulted in an impairment of indefinite-lived trade name assets in 2024 and an impairment of goodwill in 2022.

| (2) | The reduction of these definite-lived intangible assets between 2024 and 2023 are primarily the result of the sale of the Kroger Specialty Pharmacy in the third quarter of 2024 (see Note 17). |

Based on the results of the Company’s impairment assessment in the fourth quarter of 2024, a $30, $24 net of tax, impairment was recognized for indefinite-lived trade names.

_Goodwill Impairment Assessment – Kroger Specialty Pharmacy (“KSP”) Reporting Unit_

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.9 billion as of February 3, 2024 and the goodwill associated with the KSP reporting unit was $243 million.

Management reviews goodwill annually for impairment in the fourth quarter of each year, and also upon the occurrence of triggering events.

The fair value of a reporting unit is compared to its carrying value for purposes of identifying potential impairment.

Goodwill impairment is recognized for any excess of the reporting unit’s carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

The fair value of the Company's KSP reporting unit was estimated using multiple valuation techniques, a discounted cash flow model (income approach), a market multiple model and comparable mergers and acquisition model (market approaches), with each method weighted in the calculation.

The income approach relies on management’s estimates of revenue growth rates, margin assumptions, and discount rate to estimate future cash flows.

The market approaches require the determination of an appropriate peer group, which is utilized to derive estimated fair values based on selected market multiples.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the KSP reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting unit; (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s cash flow projections and significant assumptions related to revenue growth rates, margin assumptions, discount rate, peer group determination, and market multiple selection; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s KSP reporting unit.

These procedures also included, among others, testing management’s process for developing the fair value estimate, evaluating the appropriateness of the income and market approach models, testing the completeness, accuracy, and relevance of the underlying data used in the models and evaluating the significant assumptions used by management related to the revenue growth rates, margin assumptions, discount rate, peer group determination, and market multiple selection.

Evaluating management’s assumptions relating to revenue growth rates and margin assumptions involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Evaluating the Company’s peer group determinations included evaluating the appropriateness of the identified peer companies.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow and market models, and certain significant assumptions related to the discount rate, peer group determination, and market multiples.

April 2, 2024

| ​ | ​ | ​ | | ​ | ​ | | ​ | ​ | | |

| Proceeds from financing arrangement | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 166 | ​ |

| Balances at January 30, 2021 | | 1,918 | ​ | $ | 1,918 | ​ | $ | 3,461 | | 1,160 | ​ | $ | (18,191) | ​ | $ | (630) | ​ | $ | 23,018 | ​ | $ | (26) | ​ | $ | 9,550 |

_Reclassifications_

The Company reclassified $3.1 billion of liabilities from other current liabilities to accounts payable on the Consolidated Balance Sheet for the year ended January 28, 2023 to conform to the current year presentation.

This reclassification was made to better align the presentation of liabilities associated with our third-party financing arrangements and other current liabilities on the Consolidated Balance Sheet with management’s internal reporting.

A similar reclassification was made to the Consolidated Statement of Cash Flows resulting in a change to accounts payable and accrued expenses within net cash provided by operating activities for the years ended February 3, 2024, January 28, 2023, and January 29, 2022.

The reclassification did not affect total current liabilities on the Company’s Consolidated Balance Sheet or total operating cash flows on the Consolidated Statement of Cash Flows.

| --- | --- | --- |

| Non Perishable(1) | ​ | $ | 76,903 | | 51.3 | % | $ | 74,121 | | 50.0 | % | $ | 69,648 | | 50.6 | % |

| Fresh(2) | ​ | | 35,686 | | 23.8 | % | | 35,433 | | 23.9 | % | | 33,972 | | 24.6 | % |

| Pharmacy | ​ | | 14,259 | | 9.5 | % | | 13,377 | | 9.0 | % | | 12,401 | | 9.0 | % |

| Other(3) | ​ | | 6,570 | | 4.3 | % | | 6,695 | | 4.5 | % | | 7,189 | | 5.2 | % |

| | (3) | Consists primarily of sales related to food production plants to outside parties, data analytic services, third-party media revenue, other consolidated entities, specialty pharmacy, in-store health clinics, Kroger Personal Finance, digital coupon services and other online sales not included in the categories above. The decrease in 2022, compared to 2021, is primarily due to discontinued patient therapies at Kroger Specialty Pharmacy. |

_Segments_

The evaluation resulted in an impairment in 2022.

| Impairment of goodwill related to Vitacost.com | ​ | — | ​ | 1.2 | ​ | — | ​ |

| Equity investments in excess of tax basis | ​ | ​ | — | ​ | ​ | (8) | ​ |

| Deferred income taxes | ​ | $ | (1,561) | ​ | $ | (1,672) | ​ |

In 2022, the Company repaid $400 of senior notes bearing an interest rate of 2.80% using cash on hand.

Additionally in 2021, the Company acquired 28, previously leased, properties for a purchase price of $455.

Separately, the Company also entered into a transaction to sell those properties to a third party for total proceeds of $621.

Total cash proceeds received as a result of the transactions was $166.

The sale transaction did not qualify for sale-leaseback accounting treatment.

As a result, the Company recorded property, plant and equipment for the $455 price paid and recorded a $621 financing obligation.

As of February [removed: 3, 2024,] [added: 1, 2025,] our [added: Interim] Chief Executive Officer and Interim Chief Financial Officer, together with a disclosure review committee appointed by the [added: Interim] Chief Executive Officer, evaluated the Company’s disclosure controls and procedures.

Based on that evaluation, our [added: Interim] Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of February [removed: 3, 2024.][added: 1, 2025.]

There have been no material additional implementations of modules during the quarter ended February [removed: 3, 2024.][added: 1, 2025.]

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 February [removed: 3, 2024.][added: 1, 2025.]

With the participation of the [added: Interim] Chief Executive Officer and the Interim Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in _Internal Control — Integrated Framework (2013)_, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of February [removed: 3, 2024.][added: 1, 2025.]

The effectiveness of the Company’s internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which can be found in Item 8 of this Form 10-K.

In the fourth quarter of [removed: 2023,] [added: 2024,] 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.

The information required by this Item 10 with respect to executive officers is included within Item 1 in Part I of this Annual Report on Form 10-K under the caption “Information about our Executive Officers.” The information required by this Item not otherwise set forth in Part I above or in this Item 10 of Part III is set forth under the headings Election of Directors, Information Concerning the Board of Directors- Committees of the Board, Information Concerning the Board of Directors- Audit Committee and Delinquent 16(a) Reports, if required, [added: and Compensation Discussion and Analysis – Securities Trading Policies] in the definitive proxy statement to be filed by the Company with the Securities and Exchange Commission within 120 days after the end of the fiscal year [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] proxy statement”) and is hereby incorporated by reference into this Form 10-K.

The information required by this Item is set forth in the sections entitled Compensation Discussion and Analysis, Compensation Committee Report, and Compensation Tables in the [removed: 2024] [added: 2025] proxy statement and is hereby incorporated by reference into this Form 10-K.

| (1) | The total number of securities reported includes the maximum number of common shares, [removed: 2,847,266,] [added: 2,340,449,] that may be issued under performance units granted under our long-term incentive plans. The nature of the awards is more particularly described in the Compensation Discussion and Analysis section of the definitive [removed: 2024] [added: 2025] proxy statement and is hereby incorporated by reference into this Form 10-K. The weighted-average exercise price in column (b) does not take these performance unit awards into account. |

The remainder of the information required by this Item is set forth in the section entitled Beneficial Ownership of Common Stock in the [removed: 2024] [added: 2025] proxy statement and is hereby incorporated by reference into this Form 10-K.

| Equity compensation plans approved by security holders | | 13,916,145 | ​ | $ | 36.25 | | 29,254,814 | ​ |

| Total | | 13,916,145 | ​ | $ | 36.25 | | 29,254,814 | ​ |

| Equity compensation plans approved by security holders | | 18,264,812 | ​ | $ | 33.11 | | 39,807,196 | ​ |

| Total | | 18,264,812 | ​ | $ | 33.11 | | 39,807,196 | ​ |

The information required by this Item is set forth in the sections entitled Related Person Transactions and Information Concerning the Board of Directors-Independence in the [removed: 2024] [added: 2025] proxy statement and is hereby incorporated by reference into this Form 10-K.

The information required by this Item is set forth in the section entitled Ratification of the Appointment of Kroger’s Independent Auditor in the [removed: 2024] [added: 2025] proxy statement and is hereby incorporated by reference into this Form 10-K.

| ​ | ​ | Consolidated Balance Sheets as of February [added: 1, 2025 and February] 3, 2024 [removed: and January 28, 2023] |

| ​ | ​ | Consolidated Statements of Operations for the years ended February [added: 1, 2025, February] 3, [removed: 2024,] [added: 2024 and] January 28, 2023 [removed: and January 29, 2022] |

| ​ | ​ | Consolidated Statements of Comprehensive Income for the years ended February [added: 1, 2025, February] 3, [removed: 2024,] [added: 2024 and] January 28, 2023 [removed: and January 29, 2022] Consolidated Statements of Cash Flows for the years ended February [added: 1, 2025, February] 3, [removed: 2024,] [added: 2024 and] January 28, 2023 [removed: and January 29, 2022] |

| ​ | ​ | Consolidated Statement of Changes in Shareholders’ Equity for the years ended February [added: 1, 2025, February] 3, [removed: 2024,] [added: 2024 and] January 28, 2023 [removed: and January 29, 2022] |

| 21.1 | ​ | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex21d1.htm)] |

| 23.1 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex23d1.htm)] |

| 24.1 | ​ | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex24d1.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex24d1.htm)] |

| 31.1 | ​ | [Rule 13a-14(a)/15d-14(a) [removed: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex31d1.htm)] [added: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex31d1.htm)] |

| 31.2 | ​ | [Rule 13a-14(a)/15d-14(a) [removed: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex31d2.htm)] [added: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex31d2.htm)] |

| 32.1 | ​ | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex32d1.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex32d1.htm)] |

| 97 | ​ | [The Kroger Co. Policy on Incentive Based Compensation [removed: Recovery](https://www.sec.gov/Archives/edgar/data/56873/000155837024004603/kr-20240203xex97.htm)] [added: Recovery](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex97.htm)] |

| 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.](https://www.sec.gov/Archives/edgar/data/56873/000110465924099745/tm2423778d2_ex10-1.htm) |

| 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.](https://www.sec.gov/Archives/edgar/data/56873/000110465924107383/tm2425919d1_ex10-1.htm) |

| 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.](https://www.sec.gov/Archives/edgar/data/56873/000110465924099745/tm2423778d2_ex10-2.htm) |

| 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.](https://www.sec.gov/Archives/edgar/data/56873/000110465924107383/tm2425919d1_ex10-2.htm) |

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| 10.18 | ​ | [Amended and Restated Employment Agreement between The Kroger Co. and David Kennerley dated March 28, 2025.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex10d18.htm) |

| ​ | ​ | ​ |

| 19.1 | ​ | [The Kroger Co. Share Repurchase Policy](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d1.htm) |

| ​ | ​ | ​ |

| 19.2 | ​ | [The Kroger Co. Policy on Securities Trading](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d2.htm) |

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| | ​ | |

| ​ | Chairman of the Board and [added: Interim] Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the [removed: 2nd] [added: 1st] of April [removed: 2024.][added: 2025.]

| * | ​ | Chairman of the Board and [added: Interim] Chief Executive Officer |

| Dated: April 1, 2025 | /s/ Ronald L. Sargent |

| ​ | Ronald L. Sargent |

| Dated: April 2, 2024 | /s/ W. Rodney McMullen |

| ​ | W. Rodney McMullen |

| * | ​ | Director |

| W. Rodney McMullen | ​ | |