Item 6. Exhibits. Copy as markdown
EXHIBIT 2.1 - Agreement and Plan of Merger, dated as of October 13, 2022, by and among the Company, Parent and Merger Sub, which is hereby incorporated by reference to Exhibit 2.1 of the Company’s 8-K filed with the SEC on October 14, 2022. EXHIBIT 3.1 - Amended Articles of Incorporation are hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 22, 2010 , as amended by the Amendment to Amended Articles of Incorporation, which is hereby incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended May 23, 2015. EXHIBIT 3.2 - The Company’s regulations, which are hereby incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2019. EXHIBIT 4.1 - Indenture, dated as of June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee, which is hereby incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 20, 1999. EXHIBIT 4.2 - Fiftieth Supplemental Indenture, dated as of August 27, 2024 between the Company and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee, which is hereby incorporated by reference to Exhibit 4.3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 27, 2024 . EXHIBIT 10.1 - Credit Agreement, dated as of September 13, 2024, by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Citibank, N.A., as co-administrative agents, and Wells Fargo Bank, National Association, as the paying agent, which is hereby incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2024. EXHIBIT 10.2 - Amendment No. 1 to Credit Agreement, dated as of October 8, 2024, by and among the Company, the lenders party thereto, Wells Fargo Bank, National Association and Citibank, N.A., as co-administrative agents, and Wells Fargo Bank, National Association, as the paying agent, to the Credit Agreement, dated as of September 13, 2024, which is hereby incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024. EXHIBIT 10.3 - Amendment No. 2 to Term Loan Credit Agreement, dated as of September 13, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, to the Term Loan Credit Agreement, dated as of November 9, 2022, which is hereby incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2024. EXHIBIT 10.4 - Amendment No. 3 to Term Loan Credit Agreement, dated as of October 8, 2024, by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, to the Term Loan Credit Agreement, dated as of November 9, 2022, which is hereby incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2024. EXHIBIT 31.1* - Rule 13a—14(a) / 15d—14(a) Certifications — Principal Executive Officer. EXHIBIT 31.2* - Rule 13a—14(a) / 15d—14(a) Certifications — Principal Financial Officer. EXHIBIT 32.1* - Section 1350 Certifications. EXHIBIT 101.INS* - XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
EXHIBIT 101.SCH* - XBRL Taxonomy Extension Schema Document. EXHIBIT 101.CAL* - XBRL Taxonomy Extension Calculation Linkbase Document. EXHIBIT 101.DEF* - XBRL Taxonomy Extension Definition Linkbase Document. EXHIBIT 101.LAB* - XBRL Taxonomy Extension Label Linkbase Document. EXHIBIT 101.PRE* - XBRL Taxonomy Extension Presentation Linkbase Document. EXHIBIT 104 - Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE KROGER CO. Dated: December 12, 2025 By: /s/ Ronald L. Sargent Ronald L. Sargent Chairman of the Board and Interim Chief Executive Officer Dated: December 12, 2025 By: /s/ David J. C. Kennerley David J. C. Kennerley Executive Vice President and Chief Financial Officer
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