Item 1. Legal Proceedings.

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Item 1. Legal Proceedings.

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

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

(c)

ISSUER PURCHASES OF EQUITY SECURITIES


					Approximate
					Dollar Value of
					Shares that May
				Total Number of	Yet Be
				Shares Purchased	Purchased
	Total Number	Average		as Part of Publicly	Under the Plans
	of Shares	Price Paid Per		Announced Plans	or Programs(4)(5)
Period(1)	Purchased(2)	Share(2)		or Programs(3)	(in millions)
First four weeks
August 17, 2025 to September 13, 2025	208,814	$	68.04	208,082	$	2,500
Second four weeks
September 14, 2025 to October 11, 2025 - ASR	10,006,931		(6)	10,006,931	$	2,500
September 14, 2025 to October 11, 2025 - excluding ASR	1,866,360	$	67.20	1,854,014	$	2,382
Third four weeks
October 12, 2025 to November 8, 2025	8,988,073	$	67.27	8,987,996	$	1,784
Total	21,070,178	$	67.27	21,057,023	$	1,784

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

(2)	Includes (i) shares repurchased under the December 2024 Repurchase Program, (ii) shares repurchased under the 1999 Repurchase Program and (iii) 13,155 shares that were surrendered to the Company by participants under our long-term incentive plans to pay for taxes on restricted stock awards. Excise tax on share repurchases in excess of issuances is reflected in the average price paid per share.

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

(4)

The amounts shown in this column reflect the amount remaining under the December 2024 Repurchase Program as of the specified period end dates. Amounts available under the 1999 Repurchase Program are dependent upon option exercise activity. The authority remaining under the December 2024 Repurchase Program and the 1999 Repurchase Program do not have expiration dates but may be suspended or terminated by our Board of Directors at any time.

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

(6)

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

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