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

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 [removed: merchant,] [added: merchants,] club stores, regional chains, deep discounters, dollar stores, and ethnic, specialty and natural food stores.

With the proliferation of grocery delivery – both by retailers and third-party delivery service providers – customers have [removed: an even wider] [added: a wide] range of retailers from which to choose.

Customers want to be able to shop on their own terms [removed: with zero compromise] whether at brick and mortar stores or online, pick-up or delivery, [added: all] depending on their particular trip needs and other factors.

We are continuing to enhance [removed: the customer] [added: our] connection with [added: our customers with] investments in our [removed: four strategic pillars] [added: top priorities] – [removed: Seamless, Personalization,] Fresh, [removed: and] _Our [removed: Brands_.][added: Brands_, Personalization and eCommerce.]

We believe [removed: our plans to continue] [added: that continuing] to [removed: improve] [added: focus on] these [removed: four strategic pillars] [added: top priorities] will enable us to meet the wide-ranging needs and expectations of our customers.

If we are unable to continue to enhance the [removed: foregoing] key elements of our connection with customers, or [removed: they] [added: if we] fail to strengthen customer loyalty, our ability to compete and our financial condition, results of operations or cash flows could be adversely affected.

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.

Growth in loyal households, customer traffic and digitally engaged customers [removed: allow] [added: allows] us to grow profits and power the flywheel in our model.

The nature and extent to which our competitors respond to the evolving and competitive industry by developing and implementing their competitive strategies could [added: also] adversely affect our profitability.

In addition, evolving customer preferences and the advancement of online, delivery, ship to home and mobile channels in our industry [removed: increase the competitive] [added: have increased competition in our] environment.

If we are not successful in reducing or offsetting the cost of fulfilling orders outside of our in-store channel [removed: with] [added: through] efficiencies, [removed: cost-savings,] expense reductions, or alternative revenues, our financial condition, results of operations or cash flows could be adversely affected.

Digital retailing is rapidly evolving, and we must keep pace with new developments by our [removed: competitors] [added: competitors,] as well as the [removed: evolving] [added: changing] needs and preferences of our customers.

We must compete by offering a convenient shopping experience for our [removed: customers] [added: customers,] regardless of how they choose to shop with us, and by [removed: investing in] providing and maintaining relevant customer-facing apps and interfaces that have the features customers want that are also reliable and easy to use.

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

Customers count on Kroger to provide them with safe [removed: food and] [added: food,] drugs and other merchandise.

Concerns regarding the safety of the products that we sell could cause shoppers to avoid purchasing certain products from [removed: us,] [added: us] or to seek alternative sources of [removed: supply] [added: supply,] even if the basis for the concern is outside of our control.

Any issue regarding the safety of items, whether _Our Brands_ items manufactured by us or for us or [removed: CPG] [added: consumer packaged goods] products we sell, regardless of the cause, could have a substantial and adverse effect on our reputation, financial condition, results of operations or cash flows.

[removed: Nearly] [added: More than] two-thirds of our associates are covered by collective bargaining agreements with unions, and our relationship with those unions, including 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.

Upon the expiration of our collective bargaining agreements, work stoppages by the affected workers could occur (and have occurred in the past) if we are unable to negotiate new contracts with [added: the applicable] labor [removed: unions.][added: union.]

In addition, changes to national labor policy could affect [removed: labor] relations with our associates and [removed: relationships] with unions.

We have committed to paying fair wages and providing the benefits that were collectively bargained with the United Food and Commercial Workers (“UFCW”) and other labor unions representing [added: our] associates.

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 [removed: us.][added: us or the successful transition of responsibilities following departures or role changes.]

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.

Our business is increasingly dependent on information technology systems that are [removed: complex and vital to continuing operations, resulting in an expansion of our technological presence and corresponding risk exposure.][added: complex.]

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

Through our sales and marketing activities, we collect and store [removed: some] personal information that our customers provide to us.

Although we have implemented procedures to protect our information, and require 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, [removed: rapidly evolving, increasingly sophisticated cyber-attacks] [added: cyberattacks] as they become more difficult to detect and [removed: defend against.][added: defend.]

The costs of attempting to protect against the foregoing risks and the costs of responding to [removed: cyber-attacks] [added: cyberattacks] are significant.

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

[removed: Our] [added: A significant portion of our] business depends on our customers’ willingness to entrust us with their personal information.

Events that adversely affect that trust, including inadequate disclosure to our customers of our uses of their information, failures to honor new and evolving data privacy [removed: rights,] [added: rights and laws,] failing to keep our information technology systems and our customers’ sensitive information secure from significant attack, theft, damage, loss or unauthorized disclosure or access, whether as a result of our action or inaction (including human error) or that of our business associates, vendors or other third parties, could adversely affect our brand and reputation and operating results and also could expose [removed: and/or has exposed] us to mandatory disclosure to the media, litigation (including class action litigation), governmental investigations and enforcement proceedings, material fines, penalties and/or remediation costs, and compensatory, special, punitive and statutory damages, consent orders, and/or injunctive relief, any of which could adversely affect our businesses, financial condition, results of operations or cash flows.

If we, our third-party service providers, or those with whom we share information fail to comply with laws and regulations, or self-regulatory regimes, that apply to all or parts of our business, such as section 5 of the FTC Act, the California Consumer Privacy [removed: Act (CCPA),] [added: Act,] the Health Insurance Portability and Accountability [removed: Act (HIPAA),] [added: Act,] or applicable international laws such as the EU General Data Protection [removed: Regulation (GDPR),] [added: Regulation,] our reputation could be damaged, possibly resulting in lost business, and we could be subjected to additional legal risk or financial losses as a result of non-compliance.

It could disrupt our business if these companies become unwilling or unable to provide these services to us, including due to [removed: short term] [added: short-term] disruption of service.

For example, we are subject to Payment Card Industry Data Security [removed: Standards (“PCI DSS”),] [added: Standards,] which contain compliance guidelines and standards with regard to our security surrounding the physical and electronic storage, processing and transmission of individual cardholder data.

Additionally, we are currently, and in the future may be, subject to a number of inquiries, investigations, claims, [removed: proceeding,] [added: proceedings,] and requests for information from governmental agencies or private parties, the adverse outcomes of which could harm our business.

Increasing governmental and societal attention to [removed: environmental, social, and governance (“ESG”)] [added: responsible business] 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.

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

[removed: In addition, we] [added: We] may face criticism as a result of [removed: ‘anti-ESG’ sentiment among] [added: Thriving Together, our responsible business strategy, from] certain stakeholders, including governmental authorities, regulators, shareholders and customers.

The execution of [removed: this] [added: the] strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of our control and prove to be more costly than we anticipate.

Additionally, we must comply with numerous provisions regulating, among other things, health and sanitation standards, food labeling and safety, [added: prescriptions, controlled substances, zoning, vehicle operations, fuel operations,] equal employment opportunity, minimum wages and licensing for the sale of food, drugs, and alcoholic beverages.

In addition, if we are not able to execute our plan to significantly increase our investment in major store projects, including new stores to accelerate sales growth and improve share, while supporting our long-term growth model, our financial condition, results of operations or cash flows could be adversely affected.

The emergence of artificial intelligence-powered agentic shopping tools, in which AI agents autonomously research, compare and purchase products on behalf of consumers could further disrupt traditional grocery retail.

If customers increasingly delegate purchasing decisions to AI agents that prioritize price, speed or other factors over retailer preference or brand loyalty, we could become disintermediated from the customer relationship.

This could result in reduced visibility into customer behavior, increased margin pressure and a weakened ability to influence purchasing decisions.

Our failure to adapt our digital capabilities to address the growth of agentic shopping could have an adverse effect on our business, financial condition, results of operations or cash flows.

We have closed certain customer fulfillment centers because they have not been meeting operational and financial expectations.

If we do not develop and maintain our eCommerce plan and profitability improvements of our customer fulfillment centers, our financial condition, results of operations or cash flows could be adversely affected.

Failure to protect this information, or failure to comply with applicable data protection and privacy laws, could result in legal, regulatory, reputational, and financial harm.

In addition, certain states have adopted Extended Producer Responsibility (“EPR”) packaging legislation with which we must comply.

For example, we recently experienced several key executive changes.

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 have been designated as the named fiduciary of these funds with sole investment authority of the assets of these funds.

​

The following discussion and analysis of financial condition and results of operations of The Kroger Co. should be read in conjunction with the “Forward-looking Statements” section set forth in Part I and the “Risk Factors” section set forth in Item 1A of Part [removed: I.][added: I of this Annual Report on Form 10-K.]

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 [removed: report,] [added: Annual Report on Form 10-K,] as well as Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our [added: Annual Report on] Form 10-K for the year ended February [removed: 3, 2024,] [added: 1, 2025,] which provides additional information on comparisons of fiscal years [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

By executing on our go-to-market strategy built on [removed: the four pillars of] Fresh, _Our Brands_, Personalization and [removed: Seamless,] [added: eCommerce,] we are creating a shopping experience that builds loyalty and grows sales.

Our retail business generates traffic and data which accelerates growth in our high operating margin alternative profit businesses, like [removed: Kroger Precision Marketing.][added: retail media.]

We are focused on [removed: enhancing] our [removed: pillars] [added: top priorities] and delivering an exceptional customer experience to accelerate this flywheel effect.

By expanding our store network and improving our [removed: digital] [added: eCommerce] capabilities, we expect to grow households and increase sales.

Our model provides [removed: more] [added: various] ways [removed: than ever] to generate net earnings growth.

[removed: This] [added: We believe this] will be achieved by:

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

| | ● | Expanding operating margin through long-term initiatives in gross margin, growing alternative profit [removed: businesses,] [added: businesses] and productivity and cost savings initiatives that are focused on simplifying [removed: processes] [added: our business] and [removed: utilizing technology to enhance the associate experience without affecting the customer experience.] [added: modernizing our ways of working.] Together, [added: we expect] these will enable us to improve operating margin, while balancing strategic price investments for customers and [removed: wage and benefit] investments [removed: for associates.] [added: in associates to improve customer experience.] |

We are committed to maintaining our current investment grade debt rating and [added: returning to] our net total debt to adjusted EBITDA ratio target range of 2.30 to 2.50.

[removed: 2024] [added: 2025] EXECUTIVE SUMMARY

| ​ | ​ | [removed: February 1,] [added: January 31,] | | [added: ​ ​] | Percentage | [added: ​ ​] | February [removed: 3,] [added: 1,] | | ​ |

| [added: ​ | ​ | 2025 | | ​] ​ [added: ​] | [added: 2024(2) | | ​] ​ [added: ​] | [added: |] 2025 | | [removed: ​] | [removed: Change] | [removed: ​] [added: ​ ​ ​] | [removed: 2024] | [added: 2024(2)] | [added: | |] ​ | [added: | |]

| [removed: Sales(1)] [added: Total sales] | ​ | $ | [added: 147,642 | ​ | 0.4 | % | $ |] 147,123 | ​ | [removed: (1.9)] [added: (0.1)] | % | $ | 150,039 | ​ | [added: $ | 147,328 | ​ |]

| Identical sales excluding fuel [added: and Adjusted Items(2)] | ​ | ​ | [removed: 1.5] [added: 2.9] | % | N/A | ​ | ​ | [removed: 0.9] [added: 1.5] | % |

| FIFO gross [removed: margin rate,] [added: margin,] excluding rent, depreciation and amortization, fuel and [removed: the Extra Week,] [added: Adjusted Items,] bps increase(1) | ​ | ​ | [removed: 0.32] [added: 0.44] | ​ | N/A | ​ | ​ | [removed: 0.18] [added: 0.32] | ​ |

| OG&A rate, excluding [removed: fuel, Adjusted Items] [added: fuel] and [removed: the Extra Week,] [added: Adjusted Items,] bps increase(1) | ​ | ​ | [removed: 0.31] [added: 0.29] | ​ | N/A | ​ | ​ | [removed: 0.21] [added: 0.31] | ​ |

| Operating [removed: profit(1)] [added: profit] | ​ | $ | [removed: 3,849] [added: 1,890] | ​ | [removed: 24.3 | % |] $ | [removed: 3,096] [added: 3,849] | ​ |

| Adjusted FIFO operating profit excluding the [removed: Extra Week(1)] [added: adjusted items above] | ​ | $ | [removed: 4,674] [added: 4,905] | ​ | [removed: (2.6) | % |] $ | [removed: 4,799] [added: 4,674] | ​ |

| Net earnings attributable to The Kroger Co. | ​ | $ | [removed: 2,665] [added: 1,016] | ​ | [removed: 23.2] [added: $] | [removed: %] [added: 2,665] | [added: ​ |] $ | 2,164 | ​ |

| [removed: Adjusted net] [added: Net] earnings attributable to The Kroger Co. excluding the [added: Adjusted Items and the] Extra Week [added: adjustment] | ​ | $ | [removed: 3,246] [added: 3,199] | ​ | [removed: (2.7)] [added: $] | [removed: %] [added: 3,246] | [added: ​ |] $ | 3,335 | ​ |

| Net earnings attributable to The Kroger Co. per diluted common share | ​ | $ | [removed: 3.67] [added: 1.54] | ​ | [removed: 24.0] [added: $] | [removed: %] [added: 3.67] | [added: ​ |] $ | 2.96 | ​ |

| [removed: Adjusted net] [added: Net] earnings attributable to The Kroger Co. per diluted common share excluding the [added: Adjusted Items and the] Extra Week [added: adjustment] | ​ | $ | [removed: 4.47] [added: 4.85] | ​ | [removed: (2.0)] [added: $] | [removed: %] [added: 4.47] | [added: ​ |] $ | 4.56 | ​ |

| Dividends paid | ​ | $ | [removed: 883] [added: 885] | ​ | [removed: 10.9] [added: 0.2] | % | $ | [removed: 796] [added: 883] | ​ |

| Dividends paid per common share | ​ | $ | [removed: 1.22] [added: 1.34] | ​ | [removed: 10.9] [added: 9.8] | % | $ | [removed: 1.10] [added: 1.22] | ​ |

| Share [removed: repurchases(2)] [added: repurchases(3)] | ​ | $ | [removed: 4,194] [added: 3,383] | ​ | N/A | ​ | $ | [removed: 62] [added: 4,194] | ​ |

| [removed: Increase (decrease)] [added: (Decrease) increase] in total debt, including obligations under finance leases compared to prior fiscal year [removed: end(3)] [added: end] | ​ | $ | [removed: 5,679] [added: (339)] | ​ | N/A | ​ | $ | [removed: (1,152)] [added: 5,679] | ​ |

| (1) | Total sales in 2024 includes $2,021 of Kroger Specialty Pharmacy sales. [removed: Total sales in 2023 includes $3,193 of Kroger Specialty Pharmacy sales.] In [removed: 2024,] [added: 2025,] the sale of Kroger Specialty Pharmacy had a positive effect on the FIFO gross margin rate, excluding rent, depreciation and amortization, fuel and [removed: the Extra Week] [added: Adjusted Items, as defined below,] and a negative effect on the OG&A rate, excluding [removed: fuel, the Extra Week] [added: fuel] and the [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] Adjusted Items, as defined below. It had no material effect on operating profit. |

[removed: | (2) | The $4,194 share repurchases included] [added: During 2024, we invested $4.2 billion to repurchase] 68.4 million [added: shares of] Kroger common [removed: shares,] [added: stock] at an average price of $61.31 per share, which includes excise tax [removed: related to] [added: on] the shares repurchased. [removed: See Note 13 to the Consolidated Financial Statements. |]

Notable items for [removed: 2024] [added: 2025] are:

| | ● | Achieved [added: adjusted] net earnings attributable to The Kroger Co. per diluted common share of [removed: $3.67,] [added: $4.85,] which represents a [removed: 24%] [added: 9%] increase compared to [removed: 2023.] [added: 2024.] |

| [removed: | ● | Achieved adjusted net] [added: Net] earnings attributable to The Kroger Co. per diluted common share [removed: of $4.47, which represents a 2% decrease compared to 2023,] excluding the [removed: 53rd week in 2023 (the “Extra Week”).] [added: Adjusted Items] | [added: ​ | $ | 4.85 | ​ | $ | 4.47 | ​ | $ | 4.76 | ​ |]

| | ● | Achieved [added: adjusted FIFO] operating profit of [removed: $3.8] [added: $4.9] billion, which represents a [removed: 24%] [added: 5%] increase compared to [removed: 2023.] [added: 2024.] |

| | ● | Generated cash flows from operations of [removed: $5.8] [added: $7.3] billion, which represents a [removed: 15% decrease] [added: 26% increase] compared to [removed: 2023.] [added: 2024.] |

| [removed: | ●] [added: (4)] | [removed: Digital] [added: eCommerce] sales [removed: grew] [added: are included in the “Total sales] to [removed: more than $13.0 billion] [added: retail customers without fuel” line above. eCommerce sales increased 16%] in [removed: annual sales. Digital] [added: 2025, 11% in 2024 and 12% in 2023, excluding the Extra Week in 2023. Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com, and the discontinuation of Ship Marketplace, eCommerce] sales [added: increased 17% in 2025. eCommerce sales] include products ordered online and picked up at our stores and our Delivery [removed: and Ship] solutions. Our Delivery solutions include orders delivered to customers from retail store locations, customer fulfillment centers and orders placed through third-party platforms. [removed: Our Ship solutions primarily include online orders placed through our owned platforms that are dispatched using mail service or third-party platforms. Digital] [added: eCommerce] sales growth was led by [removed: 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] [added: strong] demand [removed: across] [added: for] our [removed: Kroger] Delivery [removed: network.] [added: solutions.] |

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

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

As of [removed: February 1, 2025,] [added: January 31, 2026,] Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia.

As of [removed: February 1, 2025,] [added: January 31, 2026,] Kroger operated, either directly or through its subsidiaries, [removed: 2,731] [added: 2,697] supermarkets, of which [removed: 2,273] [added: 2,250] had pharmacies and [removed: 1,702] [added: 1,731] had fuel centers.

We achieved strong results in 2025, driven by continued performance in eCommerce and pharmacy along with momentum in Fresh and _Our Brands_.

We saw underlying improvements in market share trends and solid sales growth that reflect meaningful progress and demonstrate the strengthening of the business.

Food volumes improved, and grocery sales were a larger percentage of our sales mix, leading to the final period of the quarter resulting in positive share gains.

Through continued price investments, disciplined cost management, and improved store execution, we maintained our competitive position against our major competitors.

We will continue to simplify our business and improve our cost structure to redeploy those savings into areas that drive growth.

Our refreshed hybrid fulfillment model and ongoing reviews of non-core assets enable us to better allocate resources to core priorities and to reinvest savings into areas that drive growth and support lower prices for customers.

We have accelerated new store investment and are leveraging our stores and delivery partners to support our presence in key markets.

Additionally, we invested in service and labor hours to ensure that our stores are well-staffed, and we remain focused on equipping our associates with the tools, technology, data, and support needed to serve customers well.

Collectively, these actions support faster and more efficient execution of our strategies, positioning us to continue delivering value for both our customers and to generate attractive and sustainable returns for shareholders.

| ​ | ​ | 2026 | | ​ | Change | ​ | 2025 | | ​ |

| Sales(1) | ​ | $ | 147,642 | ​ | 0.4 | % | $ | 147,123 | ​ |

| Sales without fuel(1) | ​ | $ | 134,058 | ​ | 1.4 | % | $ | 132,150 | ​ |

| Operating profit(1) | ​ | $ | 1,890 | ​ | (50.9) | % | $ | 3,849 | ​ |

| (2) | For the first quarter of 2025, identical sales, excluding fuel, were adjusted to exclude stores involved in the labor disputes in Colorado. Identical sales, excluding fuel, were excluded for the first four weeks of the first quarters of 2025 and 2024 for stores involved in this labor dispute. |

| (3) | The share repurchases include excise tax related to the shares repurchased, the final delivery under the ASR agreement that occurred during the third quarter of 2025 (see Note 13 to the Consolidated Financial Statements), the 1999 Repurchase Program and the resumed open market repurchases in 2025 under the December 2024 Repurchase Program. The 1999 Repurchase Program and the December 2024 Repurchase Program are defined in the “Common Share Repurchase Programs” section below. |

| | ● | Achieved net earnings attributable to The Kroger Co. per diluted common share of $1.54. These results include $2.5 billion of fulfillment network impairment and related charges. |

| | ● | Achieved operating profit of $1.9 billion. These results include $2.5 billion of fulfillment network impairment and related charges. |

| | ● | Returned $4.3 billion to shareholders from share repurchases and dividend payments. |

| | ● | Identical sales, excluding fuel and Adjusted Items, increased 2.9% in 2025, compared to 2024, primarily driven by eCommerce, Pharmacy and Fresh departments. |

| | ● | Alternative profit streams contributed $1.5 billion of operating profit in 2025. |

| | ● | Our LIFO charge was $157 million in 2025, compared to $95 million in 2024. The increase in the LIFO charge was due to higher product cost inflation for 2025, compared to 2024. |

| | ● | During the first quarter of 2025, we recognized store closure costs of $100 million, $77 million net of tax, related to the planned closing of approximately 60 stores. As a result of these store closures, we expect a modest financial benefit and we are committed to reinvesting these savings back into the customer experience. |

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

| | ● | During 2025, we completed a strategic review of our eCommerce operations with the intention of improving the customer experience while accelerating eCommerce profitability. Following this review, we identified opportunities to optimize our automated fulfillment network by closing facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. in January 2026, which had not met operational or financial expectations, and canceled plans for the site in Charlotte, N.C. As a result of these closures and the automated fulfillment network not meeting operational or financial expectations, in 2025, we recorded impairment and related charges of $2.5 billion, $1.9 billion net of tax. We will continue to deliver eCommerce offerings using our store footprint, third-party delivery providers and automated fulfillment facilities where applicable. At the present time, in geographies where we see higher density of demand and better cost structure, we continue to evaluate performance and sustainability of automated fulfillment. These facility closures are expected to have a positive effect on eCommerce operating profit and a neutral effect on identical sales without fuel. |

_eCommerce_

We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.

_Media_

Kroger Precision Marketing, our retail media business, leverages our rich first-party data and deep customer relationships to provide targeted, measurable advertising solutions for consumer-packaged goods companies and a growing number of other industry partners.

With insights drawn from the shopping behaviors of millions of loyal households, Kroger Precision Marketing enables advertisers to reach customers with relevant messaging across a variety of digital and in-store channels, including on-site search, display, social media, connected TV, and in-store placements.

We believe our retail media business represents a significant and growing opportunity.

As advertisers increasingly seek returns on media, the ability to connect advertising spend directly to actual purchase behavior, Kroger Precision Marketing is uniquely positioned to deliver that capability at scale.

Our ability to link media impressions directly to household transactions across both digital and in-store purchases provides our advertising partners with best-in-class performance measurement.

Kroger Precision Marketing is a key contributor to our alternative profit strategy, which focuses on generating revenue from assets and capabilities that complement our core grocery business.

The retail media business carries an attractive margin profile relative to our traditional operations and is an important driver of our digital profitability.

We intend to continue investing in the technology, talent, and collaborations needed to grow this business and expand the range of solutions we offer to advertisers.

| | ● | Charges to operating, general and administrative (“OG&A”) of $100 million, $77 million net of tax, for store closures; $161 million, $121 million net of tax, for merger-related litigation and settlement charges; $50 million, $34 million net of tax, for impairment of intangible assets; $47 million, $37 million net of tax, for severance charge and related benefits; $2.5 billion, $1.9 billion net of tax, for fulfillment network impairment and related charges, and credits to OG&A of $6 million, $3 million net of tax, for opioid settlement charges and vendor reserves, and $21 million, $16 million net of tax, for executive stock compensation for a former executive (the “2025 OG&A Adjusted Items”). |

| | ● | A reduction to income tax expense of $7 million for executive stock compensation for a former executive income tax adjustment and a reduction to income tax expense of $34 million from recognizing deferred tax assets related to the sale of our Vitacost.com business (the “2025 Income Tax Expense Adjusted Items”). |

| | ● | A net charge to Sales, Merchandise costs and OG&A of $44 million, $33 million net of tax, for labor dispute charges (the “Labor Dispute”). |

| Adjustment for labor dispute charges(1)(3) | ​ | | 33 | ​ | | — | ​ | ​ | — | ​ |

| Adjustment for store closures(1)(4) | ​ | ​ | 77 | ​ | ​ | — | ​ | ​ | — | ​ |

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

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

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.

In 2024, we increased associate wages resulting in an average hourly rate of more than $19, and a rate of more than $25 with comprehensive benefits factored in, which is a 38% increase in rate in the last seven years.

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

| Sales without fuel and the Extra Week(1) | ​ | $ | 132,150 | ​ | 0.9 | % | $ | 130,988 | ​ |

| (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 adjusted FIFO operating profit of $4.7 billion, which represents a 3% decrease compared to 2023, excluding the Extra Week. |

| | ● | 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. |

_Seamless Digital Ecosystem_

The traffic and data generated by our retail business, including pharmacies and fuel centers, is enabling this transformation.

Our retail media business – Kroger Precision Marketing – provides best in class media capabilities for our consumer packaged goods partners and other industry verticals.

It is a key driver of our digital profitability and alternative profit.

| | ● | Charges to OG&A of $25 million, $19 million net of tax, for obligations related to withdrawal liabilities for certain multi-employer pension funds, $20 million, $15 million net of tax, for the revaluation of Home Chef contingent consideration, $44 million, $34 million net of tax, for merger related costs, $85 million, $67 million net of tax, for opioid settlement charges and $164 million for goodwill and fixed asset impairment charges related to Vitacost.com (the “2022 OG&A Adjusted Items”). |

| Adjustment for pension plan withdrawal liabilities(1)(2) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 19 | ​ |

| Adjustment for Home Chef contingent consideration(1)(4) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15 | ​ |

| Adjustment for pension plan withdrawal liabilities(14) | ​ | | — | ​ | | — | ​ | | 0.03 | ​ |

| Adjustment for Home Chef contingent consideration(14) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 0.02 | ​ |

| Net earnings attributable to The Kroger Co. per diluted common share excluding the Adjusted Items and the Extra Week adjustment | ​ | $ | 4.47 | ​ | $ | 4.56 | ​ | $ | 4.23 | ​ |

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

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

| Other sales(5) | ​ | | 1,291 | ​ | 5.0 | % | | 1,243 | ​ | ​ | 1,229 | ​ | 15.2 | % | | 1,067 |

| Total sales | ​ | $ | 147,123 | ​ | (0.1) | % | $ | 150,039 | ​ | $ | 147,328 | ​ | (0.6) | % | $ | 148,258 |

Total sales decreased in 2024, compared to total 2023 adjusted sales, by 0.1%.

Total 2023 adjusted sales represent total sales for 2023 excluding the Extra Week.

The decrease in the average retail fuel price was caused by a decrease in the product cost of fuel.

Total 2023 adjusted sales decreased in 2023, compared to 2022, by 0.6%.

As of [added: January 31, 2026 and] February 1, 2025, we had no forward-starting interest rate swap agreements outstanding.

The tables below provide information about our underlying debt portfolio as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024.][added: 1, 2025.]

The amounts shown for each year represent the contractual maturities of long-term debt, excluding finance leases, as of [removed: February 1, 2025] [added: January 31, 2026,] and February [removed: 3, 2024.][added: 1, 2025.]

The variable rate debt is based on a reference rate using the forward yield curve as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024.][added: 1, 2025.]

The Fair Value column includes the fair value of our debt instruments as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024.][added: 1, 2025.]

We had no outstanding interest rate derivatives classified as fair value hedges as of [added: January 31, 2026 and] February 1, [removed: 2025 or February 3, 2024.][added: 2025.]

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

| ​ | [added: ​ ​ ​] | [removed: 2024] [added: 2026] | | [added: ​ ​ ​] | [removed: 2025] [added: 2027] | | [added: ​ ​ ​] | [removed: 2026] [added: 2028] | | [added: ​ ​ ​] | [removed: 2027] [added: 2029] | | [added: ​ ​ ​] | [removed: 2028] [added: 2030] | | [added: ​ ​ ​] | Thereafter | | [added: ​ ​ ​] | Total | | [added: ​ ​ ​] | Fair Value | | |

| Variable rate principal payments | ​ | $ | [removed: (9)] [added: (43)] | ​ | $ | [removed: (81)] [added: —] | ​ | $ | [removed: —] [added: (20)] | ​ | $ | [removed: —] [added: (11)] | ​ | $ | [removed: (22)] [added: (14)] | ​ | $ | [removed: (33)] [added: —] | ​ | $ | [removed: (145)] [added: (88)] | ​ | $ | [removed: (145)] [added: (91)] | ​ |

| (1) | The fixed rate principal payments exclude debt discounts and deferred financing costs of [removed: $73] [added: $132] million, of which [removed: $7] [added: $9] million is current and [removed: $66] [added: $123] 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: 2024] [added: 2025] variable rate debt levels, a 10 percent change in interest rates would be immaterial.

The price and availability of these commodities directly [removed: affects] [added: affect] our results of operations.

As of [removed: February 3, 2024,] [added: January 31, 2026,] our outstanding diesel fuel hedge contracts had a total notional amount of [removed: $48] [added: $26] million.

As of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] we had no commodity derivative contracts outstanding other than the diesel fuel hedge contracts described above.

The change in fair value of certain Level 1 investments resulted in an unrealized loss of [removed: $116] [added: $41] million in [removed: 2024, $66] [added: 2025, $116] million in [removed: 2023] [added: 2024] and [removed: $586] [added: $66] million in [removed: 2022.][added: 2023.]

As of [removed: February 1, 2025,] [added: January 31, 2026,] the fair value of our investments in certain Level 1 financial instruments was [removed: $183] [added: $142] million.

As of [removed: February 1, 2025,] [added: January 31, 2026,] a 10% change in the fair value of these investments would be approximately [removed: $18] [added: $14] million.

As of [added: January 31, 2026 and] February 1, 2025, our defined benefit pension plans had total investment assets of $2.3 billion.

| ​ | ​ | January 31, 2026 | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate principal payments(1) | ​ | $ | (1,332) | ​ | $ | (616) | ​ | $ | (655) | ​ | $ | (554) | ​ | $ | (1,028) | ​ | $ | (11,734) | ​ | $ | (15,919) | ​ | $ | (14,884) | ​ |

| Average interest rate(1) | ​ | | 3.01 | % | | 3.68 | % | | 4.46 | % | | 7.69 | % | | 2.02 | % | | 5.04 | % | ​ | ​ | ​ | ​ | ​ | ​ |

| Average interest rate | ​ | | 5.19 | % | | — | ​ | | 6.19 | % | | 5.94 | % | | 5.76 | % | | — | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other assets” for $125 million and accumulated other comprehensive income for $95 million, net of tax.

As of February 3, 2024, the fair value of these swaps was recorded in “Other Assets” for $35 million and “Other long-term liabilities” for $3 million.

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

| ​ | ​ | February 3, 2024 | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate principal payments(1) | ​ | $ | (23) | ​ | $ | (19) | ​ | $ | (1,311) | ​ | $ | (616) | ​ | $ | (625) | ​ | $ | (7,521) | ​ | $ | (10,115) | ​ | $ | (9,256) | ​ |

| Average interest rate(1) | ​ | | 2.41 | % | | 3.03 | % | | 3.00 | % | | 3.68 | % | | 4.50 | % | | 4.56 | % | ​ | ​ | ​ | ​ | ​ | ​ |

| Average interest rate | ​ | | 7.19 | % | | 3.07 | % | | — | ​ | | — | ​ | | 7.94 | % | | 7.19 | % | ​ | ​ | ​ | ​ | ​ | ​ |

As of February 3, 2024, our defined benefit pension plans had total investment assets of $2.4 billion.

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

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

Our revenues are predominately earned and cash is generated as consumer products are sold to customers in our [removed: stores,] [added: stores and] fuel centers and via our online platforms.

All references to [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] are to the fiscal years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, [removed: 2024 and January 28, 2023,] [added: 2024,] respectively, unless specifically indicated otherwise.

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

As of [removed: February 1, 2025,] [added: January 31, 2026,] Kroger operates supermarkets under a variety of local banner names in 35 states and the District of Columbia.

As of [removed: February 1, 2025,] [added: January 31, 2026,] Kroger operated, either directly or through its subsidiaries, [removed: 2,731] [added: 2,697] supermarkets, of which [removed: 2,273] [added: 2,250] had pharmacies and [removed: 1,702] [added: 1,731] had fuel centers.

We connect with customers through our [removed: expanding seamless ecosystem and the consistent delivery] [added: growing network] of [added: in-store and digital shopping options, delivering] a [added: consistent] full, [removed: fresh,] [added: fresh] and friendly customer experience.

Each fuel center typically includes [removed: five] [added: four] to [removed: ten] [added: nine] islands of fuel dispensers and storage tanks with capacity for [removed: 40,000] [added: 35,000] to 50,000 gallons of fuel.

We offer a convenient shopping experience for our customers regardless of how they choose to shop with us, including [removed: Pickup, Delivery] [added: Pickup] and [removed: Ship.][added: Delivery.]

We offer Pickup and Harris Teeter ExpressLane™ — personalized, order online, pick up at the store services — at [removed: 2,412] [added: 2,408] of our supermarkets and provide Delivery, which allows us to offer digital solutions to substantially all of our customers.

These channels allow us to serve customers anything, anytime and anywhere with [removed: zero compromise on] [added: broad] selection, convenience, and price.

We also provide relevant customer-facing apps and interfaces that have the features customers want [added: and] that are also reliable, easy to use and deliver a seamless customer experience across our store and digital channels.

_Merchandising and [removed: Manufacturing_][added: Our Brands_]

_Our Brands_ [removed: products] play an important role in our merchandising strategy and represented over [removed: $32] [added: $39] billion of our sales in [removed: 2024.][added: 2025.]

Our supermarkets, on average, stock over [removed: 12,000] [added: 13,000] private label items.

_Our Brands_ products are primarily produced and sold in three “tiers.” Private Selection® is our main premium quality brand, offering customers culinary foods and ingredients that deliver [removed: amazing] [added: extraordinary] eating experiences.

The Kroger® brand, which represents the majority of our private label items, is designed to consistently satisfy and delight customers with quality products that exceed or meet the national brand in taste and [removed: efficacy, as well as with unique and differentiated products.][added: efficacy.]

[removed: Big K®,] Smart Way® [removed: and Heritage Farm® are some of] [added: is] our value [removed: brands,] [added: brand,] designed to deliver good quality at [removed: a very] [added: an] affordable price.

In addition to our three “tiers,” _Our Brands_ offers customers a variety of natural and organic products with [added: the] Simple Truth® [removed: and Simple Truth Organic®.][added: brand.]

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

We perform a “make or buy” analysis on _Our Brands_ products and decisions are based upon a comparison of market-based transfer [removed: prices] [added: price] versus open market purchases.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we owned 33 food production plants.

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

We want Kroger to be a place where our customers love to shop and [added: our] associates love to work.

As of [removed: February 1, 2025,] [added: January 31, 2026,] Kroger employed [removed: over 409,000] [added: more than 403,000] full- and part-time employees.

[removed: We] [added: Kroger provides a large number of people with first jobs, new beginnings and lifelong careers and we] have long been guided by [removed: our values –] [added: Our Values —] Honesty, Integrity, Respect, Safety, Diversity and Inclusion.

In addition to competitive wages, [removed: quality] [added: high-quality] benefits and a safe work environment, we offer a broad range of employment opportunities for workers of all ages and aspirations.

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

Associates at all levels of Kroger have access to training and education programs to build their skills and prepare for [removed: the roles they want.][added: new roles.]

In [removed: 2024,] [added: 2025,] we spent approximately [removed: $192] [added: $183] million on training our associates through onboarding, leadership development programs and programs designed to upskill associates across the Company.

Approximately [removed: 5,500] [added: 6,100] associates, [removed: 89%] [added: 92%] of whom are [removed: hourly, have taken] [added: paid on an hourly basis, took] advantage of our tuition reimbursement program in [removed: 2024.][added: 2025.]

Kroger has invested approximately [removed: $64] [added: $76] million in this program since it launched in 2018.

During [removed: 2024,] [added: 2025,] we increased associate [removed: wages] [added: wages,] resulting in an average hourly rate of more than [removed: $19,] [added: $20,] and a rate of more than [removed: $25] [added: $26] with comprehensive benefits factored in, which is a [removed: 38%] [added: 43%] increase in rate in the last [removed: seven] [added: eight] years.

We expect to make continued associate investments in [removed: 2025.][added: 2026.]

Our associates’ safety is a top [removed: priority.][added: priority and one of our core values.]

Through our strategy to set clear expectations, routine monitoring, and regular communication and engagement, we [added: strive to] reduce the number of injuries and accidents that happen in our [removed: workplace.][added: workplaces.]

[removed: A majority] [added: More than two-thirds] of our [removed: employees] [added: associates] are covered by collective bargaining agreements negotiated with local unions affiliated with one of several different international unions.

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

Our objective is to negotiate contracts that balance wage increases [removed: that] [added: so those wages] are competitive with union and non-union [removed: employers and] [added: employers,] provide affordable healthcare for associates [removed: with keeping] [added: and keep] groceries affordable for the communities we serve.

We intend to continue investing in new store growth as a key driver of long-term value creation.

New stores allow us to increase penetration in existing markets, enter new geographies and reach new customers.

We expect new store development to contribute to improved return on invested capital, volume growth and stronger market share performance.

_eCommerce_

We continue to make meaningful improvements in our eCommerce business and believe it will be an important growth driver and one of the key ways to attract new households.

_Media_

Kroger Precision Marketing, our retail media business, leverages our rich first-party data and deep customer relationships to provide targeted, measurable advertising solutions for consumer-packaged goods companies and a growing number of other industry partners.

With insights drawn from the shopping behaviors of millions of loyal households, Kroger Precision Marketing enables advertisers to reach customers with relevant messaging across a variety of digital and in-store channels, including on-site search, display, social media, connected TV, and in-store placements.

We believe our retail media business represents a significant and growing opportunity.

As advertisers increasingly seek returns on media, the ability to connect advertising spend directly to actual purchase behavior, Kroger Precision Marketing is uniquely positioned to deliver that capability at scale.

Our ability to link media impressions directly to household transactions across both digital and in-store purchases provides our advertising partners with best-in-class performance measurement.

Kroger Precision Marketing is a key contributor to our alternative profit strategy, which focuses on generating revenue from assets and capabilities that complement our core grocery business.

The retail media business carries an attractive margin profile relative to our traditional operations and is an important driver of our digital profitability.

We intend to continue investing in the technology, talent, and collaborations needed to grow this business and expand the range of solutions we offer to advertisers.

_Our Brands_ include (i) items produced in our food production plants or by outside manufacturers that display the name of any Kroger registered trademark or brand and (ii) certain fresh and service‑case products that may not bear a Kroger registered trademark or brand but are sourced, produced or prepared in accordance with our merchandising and quality standards.

Simple Truth® is free from unwanted ingredients and delivers our best natural and organic products for any lifestyle.

Approximately 20% of _Our Brands_ units sold in our supermarkets are produced in our food production plants.

*​*

We expect to disclose results of an updated climate risk assessment in the next reporting year.

| Gregory S. Foran | ​ | 64 | ​ | Mr. Foran was elected Chief Executive Officer effective February 2026. He was also appointed as a member of the Kroger Board effective February 2026. Mr. Foran previously served as the Chief Executive Officer of Air New Zealand Limited, a public airline, from February 2020 until October 2025. Prior to joining Air New Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief Executive Officer, Walmart U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia region from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014. |

| Joseph M. Kelley | ​ | 60 | ​ | Mr. Kelley was elected Senior Vice President in May 2025 and is responsible for the oversight of several Kroger retail divisions. From November 2021 to April 2025, he served as President of the King Soopers and City Market division. Prior to that, he served as President of the Houston division from May 2019 to November 2021. Mr. Kelley joined Kroger in 2019, serving as Vice President on special assignment with a focus on customer experience. Prior to joining Kroger, he held executive leadership roles with Ahold USA, Stop and Shop, Marsh Supermarkets, and Price Chopper Supermarkets, and served as principal of Kelley Business Advisors, LLC, where he advised grocery retailers. |

| Megan N. Shaffer | ​ | 41 | ​ | Ms. Shaffer was elected Group Vice President of Strategy, Customer Growth and Loyalty in June 2025. From May 2023 to June 2025, she served as Group Vice President and Chief Transformation Officer. From May 2018 to May 2020, she served as Senior Director in Retail Operations, focusing on process improvement and in-stock solutions. From May 2020 to April 2023, she was Vice President of Retail Operations, leading customer experience, labor, process improvement, and front-end operations. In September 2021, she gained responsibility for the Ruler Foods division. Ms. Shaffer joined Kroger in 2018 after 12 years in leadership roles with Aldi, Inc. |

| ​ | ​ | ​ | ​ | ​ |

| George H. Vincent | ​ | 68 | ​ | Mr. Vincent was elected Executive Vice President, General Counsel and Secretary in August 2025 and is responsible for oversight of Kroger’s Law and Compliance departments. Before joining Kroger, he was engaged in the private practice of law for 43 years at Cincinnati-based law firm Dinsmore & Shohl and served as the firm’s managing partner from 2007 to 2022. |

Supermarkets are generally operated under one of the following formats: combination food and drug stores (“combo stores”); multi-department stores; marketplace stores; or price impact warehouses.

The combo store is the primary grocery store format.

We believe this format is successful because the stores are large enough to offer the specialty departments, including natural food and organic sections, pharmacies, general merchandise, pet centers and high-quality perishables such as fresh seafood and organic produce.

Multi-department stores are significantly larger in size than combo stores.

In addition to the departments offered at a typical combo store, multi-department stores sell a wide selection of general merchandise items such as apparel, home fashion and furnishings, outdoor living, electronics, automotive products and toys.

Marketplace stores are smaller in size than multi-department stores.

They offer full-service grocery, pharmacy and health and beauty care departments as well as an expanded perishable offering and general merchandise area that includes apparel, home goods and toys.

Price impact warehouse stores offer a “no-frills, low cost” warehouse format and feature everyday low prices plus promotions for a wide selection of grocery and health and beauty care items.

Quality meat, dairy, baked goods and fresh produce items provide strategic differentiation for price impact warehouse stores.

The average size of a price impact warehouse store is similar to that of a combo store.

_Seamless Digital Ecosystem_

Both Simple Truth® and Simple Truth Organic® are free from a defined list of artificial ingredients that some customers have told us they do not want in their food, and the Simple Truth Organic products are USDA certified organic.

The traffic and data generated by our retail business, including pharmacies and fuel centers, enables our diverse business.

Our retail media business – Kroger Precision Marketing – provides differentiated media capabilities for our consumer packaged goods partners and other industry verticals.

It is a key driver of our digital profitability and alternative profit.

Kroger has provided a large number of people with first jobs, new beginnings and lifelong careers.

Over the last five years, we have now invested more than $2.7 billion in incremental wage investments.

It is also one of our core values.

We plan to update these climate risk assessments moving forward as needed.

| Gabriel Arreaga | ​ | 50 | ​ | Mr. Arreaga was elected Executive Vice President of Supply Chain in March 2025. He is responsible for the Company’s industry-leading Supply Chain organization, Logistics, Inventory & Replenishment, Manufacturing, and Fulfillment Centers. From December 2020 to March 2025, Mr. Arreaga served as Senior Vice President of Supply Chain. Prior to joining Kroger, Mr. Arreaga served as Senior Vice President of Supply Chains for Mondelez, where he was responsible for all operations and functions from field to consumer, internal and external factories, fulfillment centers, direct to store branches, Logistics and product development. He was also Global Vice President of Operations for Stanley Black and Decker and held numerous leadership roles at Unilever including Vice President of Food and Beverage Operations |

| Todd A. Foley | ​ | 55 | ​ | Mr. Foley was named Senior Vice President and Interim Chief Financial Officer in March 2024. Prior to that, he served as Group Vice President, Interim Chief Financial Officer and Corporate Controller from February 2024 to March 2024. Prior to that, he served as Group Vice President and Corporate Controller from October 2021 to February 2024. From April 2017 to September 2021, Mr. Foley served as Vice President and Corporate Controller. Before that, he held several leadership roles, including Vice President and Treasurer, Assistant Corporate Controller, and Controller of Kroger’s Cincinnati/Dayton division. Mr. Foley began his career with Kroger in 2001 as an audit manager in the Internal Audit Department after working for PricewaterhouseCoopers in various roles, including senior audit manager. |

| Christine S. Wheatley | ​ | 54 | ​ | Ms. Wheatley was elected Executive Vice President, General Counsel, and Secretary in March 2025. Prior to that, she served as Senior Vice President, General Counsel, and Secretary from May 2023 to March 2025. From May 2014 to May 2023, Ms. Wheatley served as Group Vice President, Secretary and General Counsel. She joined Kroger in February 2008 as Corporate Counsel, and thereafter served as Senior Attorney, Senior Counsel, and Vice President. Before joining Kroger, Ms. Wheatley was engaged in the private practice of law for 11 years, most recently as a partner at Porter Wright Morris & Arthur in Cincinnati. |

Incorporated by reference herein is information regarding certain legal proceedings in which we are involved as set forth under “Litigation” [added: and “Opioids”] contained in Note 12 [removed: – “Commitments and Contingencies” in the notes] to the Consolidated Financial [removed: Statements in Item 8 of Part II of this Annual Report.][added: Statements.]

For the fiscal year ended [removed: February 1, 2025.][added: January 31, 2026.]

| Ohio | [added: ​ ​ ​] | 31-0345740 |

The aggregate market value of the voting [removed: and non-voting] common equity held by non-affiliates [removed: computed by reference to] [added: based on] the [removed: average bid and asked] [added: closing sale] price of [removed: such common equity,] [added: those shares on the New York Stock Exchange,] as of the last business day of the registrant’s most recently completed second fiscal quarter (August [removed: 17, 2024).][added: 16, 2025).]

[removed: 660,893,475,] [added: 612,575,611,] shares of Common Stock of $1 par value, as of March [removed: 26, 2025.][added: 25, 2026.]

Portions of Kroger’s definitive proxy statement for its [removed: 2025] [added: 2026] 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 [removed: February 1, 2025][added: January 31, 2026]

| [Item 3](#ITEM3LEGALPROCEEDINGS_398656) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_398656) | [removed: 21] [added: 20] |

| [Item 4](#ITEM4MINESAFETY_848917) | [Mine Safety Disclosures](#ITEM4MINESAFETY_848917) | [removed: 21] [added: 20] |

| [Item 7A](#ITEM7AQUANTITATIVEANDQUALITATIVE_789704) | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVE_789704) | [removed: 49] [added: 46] |

| [Item 8](#ITEM8FINANCIALSTATEMENTS_150262) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTS_150262) | [removed: 52] [added: 50] |

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

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

| [Item 9B](#ITEM9BOTHERINFORMATION_351052) | [Other Information](#ITEM9BOTHERINFORMATION_351052) | [removed: 102] [added: 100] |

| [Item 9C](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN) | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN) | [removed: 102] [added: 100] |

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

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

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

| [Item 12](#ITEM12SECURITYOWNERSHIP_54845) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM12SECURITYOWNERSHIP_54845) | [removed: 104] [added: 101] |

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

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

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

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

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

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

[removed: FORWARD LOOKING] [added: FORWARD-LOOKING] STATEMENTS.

These statements are subject to a number of known and unknown risks, uncertainties and other important factors, including the risks and other factors discussed in “Risk Factors” below, that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such [removed: forward looking] [added: forward-looking] statements.

Such statements are indicated by words such as [added: “accelerate,”] “achieve,” “affect,” “anticipate,” “assumptions,” “believe,” “committed,” “continue,” “could,” [added: “creating,”] “deliver,” [added: “drive,”] “effect,” “enable,” “estimate,” “expects,” “future,” “goal,” “growth,” [added: “initiatives,”] “intended,” “likely,” [added: “maintain,”] “may,” “model,” “objective,” “plan,” “position,” “program,” “range,” “result,” “strategy,” “strive,” “strong,” “target,” “trend,” “will” and “would,” and similar words or phrases.

Moreover, statements in the sections entitled Risk Factors, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), and elsewhere in this [removed: report] [added: Annual Report] regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as [removed: amended.][added: amended (the “Exchange Act”).]

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

[added: | | ● |] We cannot fully foresee the effects of changes in economic conditions on our business. [added: |]

Other factors and assumptions not identified above, including those discussed in Part [removed: 1,] [added: I,] Item 1A of this Annual [removed: Report,] [added: Report on Form 10-K,] could also cause actual results to differ materially from those set forth in the forward-looking [removed: information.][added: statements.]

We undertake no obligation to update the forward-looking [removed: information] [added: statements] contained in this [removed: filing.][added: Annual Report on Form 10-K, except to the extent required by applicable law.]

$46.1 billion.

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

$38.2 billion.

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

Our approach is guided by the principles of the [removed: CRM,] [added: CRM program,] 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 Digital Officer (“CDO”).

The CRM [added: program] was developed in collaboration with third-party consultants and is aligned with the National Institute of Standards and Technology (“NIST”), Risk Management Framework (“RMF”), Cybersecurity Framework (“CSF”) and the International Organization for Standardization 27001 (“ISO 27001”).

Under Kroger’s [removed: CRM,] [added: CRM program,] cyber risks, including cyber threats and cyber events/incidents, are assessed, treated, and monitored on a continuous basis.

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

Kroger’s [removed: Information] [added: Enterprise] Security Operations [removed: Center (“iSOC”)] [added: (“ESO”)] responds to known third-party incidents on a continuous basis.

[removed: The iSOC] [added: ESO] is a part of the Corporate Information Security (“CIS”) department and is responsible for detecting, responding to, and escalating security incidents.

This response process is a regular and critical function of the [removed: iSOC] [added: ESO] and is defined in a separate appendix to the IR Plan.

The Kroger [removed: iSOC,] [added: ESO,] CISO, legal counsel, and corporate affairs stakeholders are then engaged depending on the incident’s scope, business effect, and potential material risk.

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

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

The [added: cyber] risk management team reports to the CISO and has combined experience in information security, governance, and compliance, including domains such as engineering, architecture, cybersecurity, and privacy.

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

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

Kroger’s [removed: interim] CISO brings [removed: nearly] [added: over] 20 years of experience developing and leading security and risk programs.

However, this does not mean that we will meet, or maintain, any particular technical standard, specification, framework, or requirement in the future, but rather we use NIST, RMF, CSF and ISO 27001 as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we operated approximately [removed: 2,800] [added: 2,700] owned or leased supermarkets, distribution warehouses, customer fulfillment centers and food production plants through divisions, subsidiaries or affiliates.

The total cost of our owned assets and finance leases at [removed: February 1, 2025,] [added: January 31, 2026,] was [removed: $60.1] [added: $60.0] billion while the accumulated depreciation was [removed: $34.4] [added: $35.8] billion.

[removed: Lease] [added: We operate in leased facilities in approximately half of our store locations, with lease] terms [added: that] generally range from 10 to 20 [removed: years with] [added: years, and] options to renew for varying terms at our sole discretion.

Certain leases include escalation clauses [removed: or] [added: and/or] payment of executory costs such as property taxes, utilities or insurance and maintenance.

We operate in leased facilities in approximately half of our store locations.

​

​

Our common stock is listed on the New York Stock Exchange under the symbol “KR.” As of March [removed: 26, 2025,] [added: 25, 2026,] there were [removed: 26,750] [added: 25,447] shareholders of record.

During [removed: 2023,] [added: 2025,] we paid two quarterly cash dividends of [removed: $0.26] [added: $0.32] per share and two quarterly cash dividends of [removed: $0.29] [added: $0.35] per share.

On March 1, [removed: 2025,] [added: 2026,] we paid a quarterly cash dividend of [removed: $0.32] [added: $0.35] per share.

On March [removed: 13, 2025,] [added: 12, 2026,] we announced that our Board of Directors declared a quarterly cash dividend of [removed: $0.32] [added: $0.35] per share, payable on June 1, [removed: 2025,] [added: 2026,] to shareholders of record at the close of business on May 15, [removed: 2025.][added: 2026.]

[removed: ][added: ]

| Company Name/Index | [removed: | 2019 |] [added: ​ ​ ​] | 2020 | [added: ​ ​ ​] | 2021 | [added: ​ ​ ​] | 2022 | [added: ​ ​ ​] | 2023 | [added: ​ ​ ​] | 2024 | [added: ​ ​ ​] | [added: 2025 | |]

* Total assumes $100 invested on [removed: February 1, 2020,] [added: January 30, 2021,] in The Kroger Co., S&P 500 Index, and the Peer Group, with reinvestment of dividends.

The Peer Group consists of Albertsons Companies, [removed: Inc. (included from June 26, 2020 when it began trading),] [added: Inc.,] Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target [removed: Corp.,] [added: Corporation,] Walgreens Boots Alliance Inc. [added: (included through August 29, 2025 when it was taken private)] and Walmart Inc.

The following table presents information on our purchases of our common shares during the fourth quarter of [removed: 2024:][added: 2025:]

| [added: ​ ​ ​] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Approximate Dollar | | |

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

| (1) | The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The fourth quarter of [removed: 2024] [added: 2025] contained three 28-day periods. |

| (2) | Includes (i) shares repurchased under the December 2024 Repurchase Program described below in (4), (ii) shares repurchased under a program announced on December 6, 1999 to repurchase [removed: 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 [removed: Program”)] [added: Program”),] and (iii) [removed: 12,979] [added: 6,778] shares that were surrendered to Kroger by participants under our long-term incentive plans to pay for taxes on restricted stock awards. [added: Excise tax on share repurchases in excess of issuances is reflected in the average price paid per share.] |

| (4) | On [removed: September 9, 2022,] [added: December 23, 2025, we announced that] our Board of Directors approved a [removed: $1.0] [added: $2.0] billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, [added: 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 [removed: “September 2022] [added: “December 2025] Repurchase Program”). [added: The December 2025 Repurchase Program authorization is incremental to the existing December 2024 Repurchase Program.] On December 11, 2024, [added: we announced that] our Board of Directors approved a $7.5 billion share repurchase program to reacquire shares via open market purchase or privately negotiated transactions, including [removed: accelerated stock repurchase (“ASR”)] [added: 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 [removed: 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 [removed: September 2022] [added: December 2024] Repurchase Program and the December [removed: 2024] [added: 2025] Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December [added: 2025 Repurchase Program, the December] 2024 Repurchase [removed: Program] [added: Program,] and the 1999 Repurchase Program do not have [removed: an] [added: any] expiration [removed: date] [added: dates,] but may be suspended or terminated by our Board of Directors at any time. |

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

| The Kroger Co. | | 100 | | 128.57 | | 135.86 | | 142.48 | | 194.80 | | 202.66 | ​ |

| S&P 500 Index | | 100 | | 121.00 | | 112.98 | | 139.92 | | 172.78 | | 201.03 | ​ |

| Peer Group | | 100 | | 118.08 | | 114.43 | | 133.33 | | 193.49 | | 217.65 | ​ |

| November 9, 2025 to December 6, 2025 | | 8,167,017 | ​ | $ | 66.66 | | 8,166,077 | ​ | $ | 1,245 | ​ |

| December 7, 2025 to January 3, 2026 | | 8,958,313 | ​ | $ | 63.35 | | 8,952,475 | ​ | $ | 2,685 | ​ |

| January 4, 2026 to January 31, 2026 | | 10,599,646 | ​ | $ | 62.66 | | 10,599,646 | ​ | $ | 2,028 | ​ |

| Total | | 27,724,976 | ​ | $ | 64.06 | | 27,718,198 | ​ | $ | 2,028 | ​ |

| 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 | ​ |

For the Fiscal Year Ended [removed: February 1, 2025][added: January 31, 2026]

| [Report of Independent Registered Public Accounting Firm](#ReportofIndependent_793021) | [removed: 53] [added: 51] |

| [Consolidated Balance Sheets](#BALANCE_SHEETS) | [removed: 56] [added: 54] |

| [Consolidated Statements of Operations](#STATEMENTS_OF_OPERATIONS) | [removed: 57] [added: 55] |

| [Consolidated Statements of Comprehensive [removed: Income](#STATEMENTS_COMPREHENSIVE_INCOME)] [added: Income](#COMPREHENSIVE_INCOME)] | [removed: 58] [added: 56] |

| [Consolidated Statements of Cash Flows](#STATEMENTS_CASH_FLOWS) | [removed: 59] [added: 57] |

| [Consolidated Statements of Changes in Shareholders’ Equity](#CONSOLIDATEDSTATEMENTOFCHANGESINSHA) | [removed: 60] [added: 58] |

| [Notes to Consolidated Financial Statements](#NOTES_TO_FINANCIAL_STATEMEN) | [removed: 61] [added: 59] |

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of The Kroger Co. and its subsidiaries (the "Company") as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the related consolidated statements of operations, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2025] [added: January 31, 2026] 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 [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s [added: Annual] Report on Internal Control Over Financial Reporting appearing under Item 9A.

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

The Company is one of dozens of companies that have been named in various lawsuits alleging that defendants contributed to [removed: creating] [added: create] 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 [removed: they operate,] [added: it operates,] subdivisions, and Native American tribes.

The settlement with states and subdivisions became effective on December 30, 2024, and the settlement with Native American tribes [removed: is currently anticipated to become] [added: became] effective [removed: by May 30,] [added: on September 26,] 2025.

As of [removed: February 1, 2025,] [added: January 31, 2026,] the Company has recorded [removed: $279] [added: $132] million and [removed: $1,139] [added: $981] million of the estimated settlement liability in other current liabilities and other long-term liabilities, respectively.

[removed: April 1, 2025][added: | ​ | ​ | 2025 | | | | ​ |]

| ​ | [added: ​ ​ ​] | [removed: February 1,] [added: January 31,] | | [added: ​ ​ ​] | February [removed: 3,] [added: 1,] | | |

| (In millions, except par amounts) | ​ | [removed: 2025] [added: 2026] | | ​ | [removed: 2024] [added: 2025] | | |

| Cash and temporary cash investments | ​ | $ | [removed: 3,959] [added: 3,334] | ​ | $ | [removed: 1,883] [added: 3,959] | ​ |

| Store deposits in-transit | ​ | | [removed: 1,312] [added: 1,244] | ​ | | [removed: 1,215] [added: 1,312] | ​ |

| Receivables | ​ | | [removed: 2,195] [added: 2,192] | ​ | | [removed: 2,136] [added: 2,195] | ​ |

| FIFO inventory | ​ | | [removed: 9,442] [added: 9,445] | ​ | | [removed: 9,414] [added: 9,442] | ​ |

| LIFO reserve | ​ | | [removed: (2,404)] [added: (2,553)] | ​ | | [removed: (2,309)] [added: (2,404)] | ​ |

| Prepaid and other current assets | ​ | ​ | [removed: 769] [added: 843] | ​ | ​ | [removed: 609] [added: 769] | ​ |

| Total current assets | ​ | | [removed: 15,273] [added: 14,505] | ​ | | [removed: 12,948] [added: 15,273] | ​ |

| Property, plant and equipment, net | ​ | | [removed: 25,703] [added: 24,260] | ​ | | [removed: 25,230] [added: 25,703] | ​ |

| Operating lease assets | ​ | ​ | [removed: 6,839] [added: 6,682] | ​ | ​ | [removed: 6,692] [added: 6,839] | ​ |

| Intangibles, net | ​ | | [removed: 834] [added: 808] | ​ | | [removed: 899] [added: 834] | ​ |

| Goodwill | ​ | | [removed: 2,674] [added: 2,595] | ​ | | [removed: 2,916] [added: 2,674] | ​ |

| Other assets | ​ | | [removed: 1,293] [added: 1,103] | ​ | | [removed: 1,820] [added: 1,293] | ​ |

| Total Assets | ​ | $ | [removed: 52,616] [added: 49,953] | ​ | $ | [removed: 50,505] [added: 52,616] | ​ |

| Current portion of long-term debt including obligations under finance leases | ​ | $ | [removed: 272] [added: 1,802] | ​ | $ | [removed: 198] [added: 272] | ​ |

| Current portion of operating lease liabilities | ​ | ​ | [removed: 599] [added: 665] | ​ | ​ | [removed: 670] [added: 599] | ​ |

| Accounts payable | ​ | | [removed: 10,124] [added: 10,488] | ​ | | [removed: 10,381] [added: 10,124] | ​ |

March 31, 2026

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

| ​ | ​ | ​ | | ​ | ​ | | ​ | ​ | | |

| Fulfillment network impairment and related charges | ​ | ​ | 2,497 | ​ | ​ | — | ​ | ​ | — | ​ |

| Balances at January 31, 2026 | | 1,918 | ​ | $ | 1,918 | ​ | $ | 3,907 | | 1,303 | ​ | $ | (28,113) | ​ | $ | (635) | ​ | $ | 28,850 | ​ | $ | 9 | ​ | $ | 5,936 |

The Company recorded asset impairment and related charges totaling $2,684 for 2025.

This includes store closure costs of $100, $77 net of tax, related to the planned closing of approximately 60 stores, impairment of intangible assets of $50, $34 net of tax, related to classifying a certain subsidiary as held for sale and charges of $2,497, $1,908 net of tax, related to our fulfillment network not meeting operational or financial expectations, the planned closing of three automated fulfillment facilities and the cancellation of a planned site (see Note 19 for additional details).

| Non perishable(1) | ​ | $ | 77,569 | | 52.5 | % | $ | 77,080 | | 52.4 | % | $ | 78,215 | | 52.1 | % |

| Other(4) | ​ | | 1,129 | | 0.8 | % | | 3,062 | | 2.1 | % | | 4,229 | | 2.8 | % |

| Held for sale adjustment (see Note 7) | ​ | | (79) | ​ | | — | ​ |

| 2030 | ​ | | 14 |

| Current | ​ | $ | 333 | ​ | $ | 598 | ​ | $ | 707 | ​ |

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

| Foreign | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Current | ​ | | 31 | ​ | | 24 | ​ | | — | ​ |

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

A reconciliation of the U.S federal statutory tax rate to the Company’s effective income tax rate in accordance with the updated requirements of ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” is as follows:

| ​ | ​ ​ ​ | Amount | | ​ ​ ​ | % of total | ​ ​ ​ |

| U.S. Federal statutory tax rate | ​ | $ | 252 | ​ | 21.0 | % |

| State and Local income taxes, net of Federal income tax effect(1) | ​ | | 23 | ​ | 1.9 | % |

| Foreign tax effect - Switzerland | ​ | ​ | 31 | ​ | 2.6 | % |

| Tax credits | ​ | | ​ | ​ | ​ | ​ |

| Foreign tax credit - Switzerland | ​ | ​ | (31) | ​ | (2.6) | % |

| Work opportunity tax credits | ​ | ​ | (13) | ​ | (1.1) | % |

| Other tax credits | ​ | ​ | (4) | ​ | (0.3) | % |

| Nontaxable or nondeductible items | ​ | | ​ | ​ | ​ | ​ |

| Excess tax benefits from share-based payments | ​ | ​ | (34) | ​ | (2.8) | % |

| Other nontaxable or nondeductible items | ​ | ​ | (9) | ​ | (0.8) | % |

| Changes in unrecognized tax benefits | ​ | | (9) | ​ | (0.7) | % |

| Tax benefit from the sale of Vitacost.com | ​ | ​ | (30) | ​ | (2.5) | % |

| ​ | ​ | | ​ | ​ | ​ | ​ |

| Effective income tax rate | ​ | $ | 176 | | 14.7 | % |

| (1) | State taxes in Oregon and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category for 2025. |

At January 31, 2026, the Company had a capital loss carryforward for federal income tax purposes of $165 that expires in 2030.

The utilization of certain of the Company’s capital loss may be limited in a given year.

Further, based on the analysis described below, the Company has recorded a valuation allowance against some of the deferred tax assets resulting from its capital loss.

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

During the year ended January 31, 2026, the Company did not recognize any interest and penalties.

The components of cash paid for income taxes, net of refunds, are as follows:

| Federal | ​ | $ | 512 |

| ​ | |

*​*

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| Company-sponsored pension plans | ​ | | (2) | ​ | | (9) | ​ | | (26) | ​ |

| Balances at January 29, 2022 | | 1,918 | ​ | $ | 1,918 | ​ | $ | 3,657 | | 1,191 | ​ | $ | (19,722) | ​ | $ | (467) | ​ | $ | 24,066 | ​ | $ | (23) | ​ | $ | 9,429 |

*​*

_Contingent Consideration_

The Company’s Home Chef business combination involved potential payment of future consideration that was contingent upon the achievement of certain performance milestones.

The Company recorded contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value using a discount rate determined in accordance with accepted valuation methods.

The liability for contingent consideration is remeasured to fair value at each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized in earnings until the contingency is resolved.

In 2022, adjustments to increase the contingent consideration liability as of year-end were recorded for $20 in OG&A expense.

The Company made the final contingent consideration payment in 2023, which was based on the fair value of the outstanding year-end 2022 liability.

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

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

Based on the results of the Company’s impairment assessment in the fourth quarter of 2022, Vitacost.com recorded a $160 goodwill impairment.

In the fourth quarter of 2022, as the Company’s digital strategy evolved, the Company’s primary focus was to effectively utilize its Pickup and Delivery capabilities.

This reprioritization resulted in reduced long-term profitability expectations and a decline in the market value for one underlying channel of business and led to the pre-tax and after-tax impairment charge of $160.

The pre-impairment goodwill balance for Vitacost.com was $160 as of the fourth quarter 2022.

There is no goodwill remaining for Vitacost.com as of January 28, 2023.

Approximately $97 and $104 net book value of property, plant and equipment collateralized certain mortgages at February 1, 2025 and February 3, 2024 respectively.

| Current | ​ | $ | 622 | ​ | $ | 707 | ​ | $ | 401 | ​ |

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

In 2023, the Company repaid $600 of senior notes bearing an interest rate of 3.85% and $500 of senior notes bearing an interest rate of 4.00%, all using cash on hand.

In addition, subject to certain conditions, some of the Company’s publicly issued debt is subject to redemption, in whole or in part, at the option of the holder upon the occurrence of a redemption event, upon not less than five days’ notice prior to the date of redemption, at a redemption price equal to the default amount, plus a specified premium.

“Redemption Event” is defined in the indentures as the occurrence of (i) any person or group, together with any affiliate thereof, beneficially owning 50% or more of the voting power of the Company, (ii) any one person or group, or affiliate thereof, succeeding in having a majority of its nominees elected to the Company’s Board of Directors, in each case, without the consent of a majority of the continuing directors of the Company or (iii) both a change of control and a below investment grade rating.

| 2025 | | $ | 104 | |

| 2026 | ​ | | 1,300 | ​ |

| 2028 | ​ | | 675 | ​ |

| 2029 | ​ | | 583 | ​ |

| Thereafter | ​ | | 12,641 | ​ |

As of February 3, 2024, the fair value of the interest rate swaps designated as cash flow hedges was recorded in “Other Assets” for $125 and accumulated other comprehensive income for $95, net of tax.

As of [removed: February 1, 2025,] [added: January 31, 2026,] our [removed: Interim Chief Executive Officer] [added: principal executive officer] and [removed: Interim Chief Financial Officer,] [added: principal financial officer,] together with a disclosure review committee appointed by the [removed: Interim Chief Executive Officer,] [added: principal executive officer,] evaluated the Company’s disclosure controls and procedures.

Based on that evaluation, our [removed: Interim Chief Executive Officer] [added: principal executive officer] and [removed: Interim Chief Financial Officer] [added: principal financial officer] concluded that the Company’s disclosure controls and procedures were effective as of [removed: February 1, 2025.][added: January 31, 2026.]

There have been no material additional implementations of modules during the quarter ended [removed: February 1, 2025.][added: January 31, 2026.]

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 [removed: February 1, 2025.][added: January 31, 2026.]

MANAGEMENT’S [added: ANNUAL] REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

With the participation of the [removed: Interim Chief Executive Officer] [added: principal executive officer] and [removed: the Interim Chief Financial Officer,] [added: principal 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 [removed: February 1, 2025.][added: January 31, 2026.]

The effectiveness of the Company’s internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] 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 [added: Annual Report on] Form 10-K.

In the fourth quarter of [removed: 2024,] [added: 2025,] 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, 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: 2024] [added: 2025] (the [removed: “2025] [added: “2026] proxy statement”) and is hereby incorporated by reference into this [added: Annual Report on] 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: 2025] [added: 2026] proxy statement and is hereby incorporated by reference into this [added: Annual Report on] Form 10-K.

The [removed: remainder of the] information required by this Item is set forth in the [removed: section] [added: sections] entitled [added: Equity Compensation Plan Information and] Beneficial Ownership of Common Stock in the [removed: 2025] [added: 2026] proxy statement and is hereby incorporated by reference into this [added: Annual Report on] Form 10-K.

| --- | --- |

The following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plans:

Equity Compensation Plan Information

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | (a) | | (b) | | | (c) | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Number of securities | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | remaining available for future | |

| ​ | ​ | Number of securities to | ​ | Weighted-average | | ​ | issuance under equity | |

| ​ | ​ | be issued upon exercise | ​ | exercise price of | | ​ | compensation plans | |

| ​ | ​ | of outstanding options, | ​ | outstanding options, | | ​ | (excluding securities | |

| Plan Category | ​ | warrants and rights(1) | ​ | warrants and rights(1) | | ​ | reflected in column (a)) | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Equity compensation plans not approved by security holders | | — | ​ | $ | — | | — | ​ |

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

| (1) | The total number of securities reported includes the maximum number of common shares, 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 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 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: 2025] [added: 2026] proxy statement and is hereby incorporated by reference into this [added: Annual Report on] 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: 2025] [added: 2026] proxy statement and is hereby incorporated by reference into this [added: Annual Report on] Form 10-K.

| (a)1.† | [added: ​ ​ ​] | Financial Statements: |

| ​ | ​ | Consolidated Balance Sheets as of [added: January 31, 2026 and] February 1, 2025 [removed: and February 3, 2024] |

| ​ | ​ | Consolidated Statements of Operations for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, 2024 [removed: and January 28, 2023] |

| ​ | ​ | Consolidated Statements of Comprehensive Income for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, 2024 [removed: and January 28, 2023] Consolidated Statements of Cash Flows for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, 2024 [removed: and January 28, 2023] |

| ​ | ​ | Consolidated Statement of Changes in Shareholders’ Equity for the years ended [added: January 31, 2026,] February 1, [removed: 2025,] [added: 2025 and] February 3, 2024 [removed: and January 28, 2023] |

| 3.2 | ​ | [The Company’s Regulations are hereby incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/56873/000110465918043187/a18-16228_1ex3d1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/56873/000110465919037955/a19-12207_1ex3d1.htm)] |

| [removed: 10.1*] [added: 10.5*] | ​ | [The Kroger Co. Deferred Compensation Plan for Independent Directors. Incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016.](http://www.sec.gov/Archives/edgar/data/56873/000110465915024557/a15-1850_1ex10d2.htm) |

| [removed: 10.2*] [added: 10.6*] | ​ | [The Kroger Co. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005.](http://www.sec.gov/Archives/edgar/data/56873/000119312505077143/dex104.htm) |

| [removed: 10.3*] [added: 10.7*] | ​ | [The Kroger Co. 401(k) Retirement Savings Account Restoration Plan. Incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007.](http://www.sec.gov/Archives/edgar/data/56873/000120677407000901/exhibit10-4.htm) |

| [removed: 10.4*] [added: 10.8*] | ​ | [The Kroger Co. Supplemental Retirement Plans for Certain Retirement Benefit Plan Participants. Incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007.](http://www.sec.gov/Archives/edgar/data/56873/000120677407000901/exhibit10-6.htm) |

| [removed: 10.5*] [added: 10.9*] | ​ | [The Kroger Co. Employee Protection Plan dated January 13, 2017. Incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017.](http://www.sec.gov/Archives/edgar/data/56873/000155837017002198/kr-20170128ex105894275.htm) |

| [removed: 10.6] [added: 10.10] | ​ | [Term Loan agreement, dated as of November 9, 2022, by and among The Kroger Co., the lenders from time to time party thereto, and Citibank, N.A., as administrative agent for the lenders, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2022.](https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/tm2230116d1_ex10-1.htm) |

| [removed: 10.7] [added: 10.11] | ​ | [Amendment No. 1 to Credit Agreement, dated as of November 9, 2022, by and among The Kroger Co., the lenders party thereto, and Bank of America, N.A., as paying agent to the Amended and Restated Credit Agreement dated July 6, 2021, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2022.](https://www.sec.gov/Archives/edgar/data/56873/000110465922117123/tm2230116d1_ex10-2.htm) |

| [removed: 10.8] [added: 10.12] | ​ | [The Kroger Co. 2008 Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 26, 2008.](http://www.sec.gov/Archives/edgar/data/56873/000110465908042413/a08-17314_1ex4d2.htm) |

| [removed: 10.9] [added: 10.13] | ​ | [The Kroger Co. 2011 Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on June 23, 2011.](http://www.sec.gov/Archives/edgar/data/56873/000110465911036146/a11-15415_1ex4d2.htm) |

| [removed: 10.10] [added: 10.14] | ​ | [The Kroger Co. 2014 Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 4.2 of the Company’s Form S-8 filed with the SEC on July 29, 2014.](http://www.sec.gov/Archives/edgar/data/56873/000110465914054520/a14-17907_1ex4d2.htm) |

| [removed: 10.11*] [added: 10.15*] | ​ | [The Kroger Co. 2019 Long-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 of the Company’s Form S-8 filed with the SEC on June 28, 2019.](http://www.sec.gov/Archives/edgar/data/56873/000110465919038276/a19-12068_1ex99d1.htm) |

| [removed: 10.12*] [added: 10.16*] | ​ | [Form of Restricted Stock Grant Agreement under Long-Term Incentive Cash Bonus Plans. Incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.](https://www.sec.gov/Archives/edgar/data/56873/000155837020003501/kr-20200201ex1011d57ca.htm) |

| [removed: 10.13*] [added: 10.17*] | ​ | [Form of Restricted Stock Grant Agreement under Long-Term Incentive and Cash Bonus Plans. Incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2007.](http://www.sec.gov/Archives/edgar/data/56873/000120677407000901/exhibit10-9.htm) |

| [removed: 10.14*] [added: 10.18*] | ​ | [Form of Non-Qualified Stock Option Grant Agreement under Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.](https://www.sec.gov/Archives/edgar/data/56873/000155837020003501/kr-20200201ex1013d552d.htm) |

| [removed: 10.15*] [added: 10.19*] | ​ | [Form of Non-Qualified Stock Option Grant Agreement under Long-Term Incentive and Cash Bonus Plans. Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 24, 2008.](http://www.sec.gov/Archives/edgar/data/56873/000110465908043802/a08-17829_1ex10d1.htm) |

| [removed: 10.16*] [added: 10.20*] | ​ | [Form of Performance Unit Award Agreement under Long-Term Incentive and Cash Bonus Plans. Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020.](https://www.sec.gov/Archives/edgar/data/56873/000155837020003501/kr-20200201ex1015272d7.htm) [added: ​] |

| [removed: 10.17*] [added: 10.21*] | ​ | [Form of Restricted Stock Grant Agreement under Long-Term Incentive and Cash Bonus Plan. Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021.](https://www.sec.gov/Archives/edgar/data/56873/000155837021003706/kr-20210130xex10d16.htm) |

| [removed: 10.18] [added: 10.22*] | ​ | [Amended and Restated Employment Agreement between The Kroger Co. and David Kennerley dated March 28, [added: 2025. Incorporated by reference to exhibit 10.18 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1,] 2025.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex10d18.htm) |

| 19.1 | ​ | [The Kroger Co. Share Repurchase [removed: Policy](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d1.htm)] [added: Policy. Incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d1.htm)] |

| 19.2 | ​ | [The Kroger Co. Policy on Securities [removed: Trading](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d2.htm)] [added: Trading. Incorporated by reference to Exhibit 19.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex19d2.htm)] |

| 21.1 | ​ | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex21d1.htm)] |

| 23.1 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex23d1.htm)] |

| 24.1 | ​ | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex24d1.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex24d1.htm)] |

| 31.1 | ​ | [Rule 13a-14(a)/15d-14(a) [removed: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex31d1.htm)] [added: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex31d1.htm)] |

| 31.2 | ​ | [Rule 13a-14(a)/15d-14(a) [removed: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex31d2.htm)] [added: Certification.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex31d2.htm)] |

| 32.1 | ​ | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex32d1.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex32d1.htm)] |

| 97 | ​ | [The Kroger Co. Policy on Incentive Based Compensation [removed: Recovery](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex97.htm)] [added: Recovery. Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.](https://www.sec.gov/Archives/edgar/data/56873/000155837025004267/kr-20250201xex97.htm)] |

| 10.23*† | ​ | [Employment Agreement between The Kroger Co. and Gregory S. Foran dated January 15, 2026.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex10d23.htm) |

| 10.24*† | ​ | [Form of Restricted Stock Grant Agreement under Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex10d24.htm) |

| 10.25*† | ​ | [Form of Non-Qualified Stock Option Grant under Long-Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/56873/000110465926037723/kr-20260131xex10d25.htm) |

| 10.26* | ​ | [The Amended and Restated Kroger 2019 Long-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 of the Company’s S-8 filed with the SEC on July 6, 2022.](https://www.sec.gov/Archives/edgar/data/56873/000110465922077663/tm2219416d1_ex99-1.htm) |

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| ​ | ​ | ​ |

| ​ | ​ | ​ |

| 2.1 | ​ | [Agreement and Plan of Merger, dated as of October 13, 2022, by and among the Company, Parent and Merger Sub, is hereby incorporated by reference to Exhibit 2.1 of the Company’s 8-K filed with the SEC on October 14, 2022.](https://www.sec.gov/Archives/edgar/data/56873/000110465922108671/tm2227942d1_ex2-1.htm) |

| Dated: [removed: April 1, 2025] [added: March 31, 2026] | /s/ Ronald L. Sargent |

| [added: * |] ​ | [removed: Chairman of the Board] [added: Director] and [removed: 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: 1st] [added: 31st] of [removed: April 2025.][added: March 2026.]

| /s/ [removed: Todd A. Foley] [added: David J.C. Kennerley] | ​ | [removed: Senior] [added: Executive] Vice President and [removed: Interim] Chief Financial Officer |

| /s/ Brian W. Nichols | [added: ​ ​ ​] | [added: Group] Vice President, Corporate Controller and Assistant Treasurer |

| * | [added: ​ ​ ​] | Director |

| ​ | Chairman of the Board |

| David J.C. Kennerley | ​ | (principal financial officer) |

| Gregory S. Foran | ​ | ​ |

| * | ​ | Chairman of the Board |

| *By: | /s/ George H. Vincent | ​ | ​ |

| ​ | George H. Vincent | ​ | ​ |

| Todd A. Foley | ​ | (principal financial officer) |

| * | ​ | Chairman of the Board and Interim Chief Executive Officer |

| *By: | /s/ Christine S. Wheatley | ​ | ​ |

| ​ | Christine S. Wheatley | ​ | ​ |