Kroger 10-Q 2026-08-15

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended August 15, 2026

OR

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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

Commission file number 1-303

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The Kroger Co.

(Exact name of registrant as specified in its charter)

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Ohio	​	31-0345740
(State or other jurisdiction of	​	(I.R.S. Employer
incorporation or organization)	​	Identification No.)

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1014 Vine Street**,** Cincinnati**,** Ohio 45202

(Address of principal executive offices)

(Zip Code)

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(513) 762-4000

(Registrant’s telephone number, including area code)

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Unchanged

(Former name, former address and former fiscal year, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common, $1.00 Par Value	KR	New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☒	​	Accelerated filer	☐
Non-accelerated filer	☐	​	Smaller reporting company	☐
​	​	​	Emerging growth company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

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There were 590,588,700 shares of Common Stock ($1 par value) outstanding as of September 15, 2026.

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PART I – FINANCIAL INFORMATION

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Item 1.	Financial Statements.

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THE KROGER CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Second Quarter Ended					​	Two Quarters Ended					​
​	​	August 15,		​	August 16,		​	August 15,		​	August 16,		​
(In millions, except per share amounts)	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Sales	​	$	34,621	​	$	33,940	​	$	80,742	​	$	79,058	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating expenses	​	​	​	​	​	​	​	​	​	​	​	​	​
Merchandise costs, including advertising, warehousing, and transportation, excluding items shown separately below	​		26,763	​		26,130	​		62,256	​		60,681	​
Operating, general and administrative	​		5,952	​		5,967	​		13,915	​		13,890	​
Rent	​		198	​		202	​		467	​		473	​
Depreciation and amortization	​		737	​		778	​		1,726	​		1,829	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Operating profit	​		971	​		863	​		2,378	​		2,185	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Other income (expense)	​	​	​	​	​	​	​	​	​	​	​	​	​
Net interest expense	​	​	(156)	​	​	(144)	​	​	(365)	​	​	(343)	​
Non-service component of company-sponsored pension plan expense	​	​	(9)	​	​	(3)	​	​	(16)	​	​	(4)	​
Gain on investments	​	​	34	​	​	56	​	​	20	​	​	37	​
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Net earnings before income tax expense	​		840	​		772	​		2,017	​		1,875	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income tax expense	​		198	​		162	​		471	​		397	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net earnings including noncontrolling interests	​		642	​		610	​		1,546	​		1,478	​
Net income attributable to noncontrolling interests	​		1	​		1	​		3	​		3	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net earnings attributable to The Kroger Co.	​	$	641	​	$	609	​	$	1,543	​	$	1,475	​
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Net earnings attributable to The Kroger Co. per basic common share	​	$	1.05	​	$	0.91	​	$	2.52	​	$	2.22	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average number of common shares used in basic calculation	​		606	​		662	​		610	​		661	​
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Net earnings attributable to The Kroger Co. per diluted common share	​	$	1.05	​	$	0.91	​	$	2.51	​	$	2.20	​
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Average number of common shares used in diluted calculation	​		608	​		665	​		612	​		664	​

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The accompanying notes are an integral part of the Consolidated Financial Statements.

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THE KROGER CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Second Quarter Ended					​	Two Quarters Ended					​
​	​	August 15,		​	August 16,		​	August 15,		​	August 16,		​
(In millions)	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	2026		​ ​ ​	2025
Net earnings including noncontrolling interests	​	$	642	​	$	610	​	$	1,546	​	$	1,478	​
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Other comprehensive income (loss)	​	​	​	​	​	​	​	​	​	​	​	​	​
Change in pension and other postretirement defined benefit plans, net of income tax(1)	​	​	4	​	​	2	​	​	7	​	​	1	​
Unrealized gains and losses on cash flow hedging activities, net of income tax(2)	​		1	​		(1)	​		7	​		—	​
Amortization of unreali

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The following analysis should be read in conjunction with the Consolidated Financial Statements.

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CAUTIONARY STATEMENT

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This 10-Q, including the financial statement notes and the following discussion and analysis, contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), about our future performance. These statements are based on management’s assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words such as “achieve,” “affect,” “anticipate,” “believe,” “committed,” “continue,” “could,” “drive,” “estimate,” “expect,” “future,” “goals,” “intend,” “maintain,” “may,” “model,” “plan,” “strategy,” “trend,” and “will,” and similar words or phrases. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. These include the specific risk factors identified in “Risk Factors” in our Annual Report on Form 10-K for our last fiscal year and any subsequent filings, as well as those identified in this Form 10-Q.

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Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include:

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	●	The extent to which our sources of liquidity are sufficient to meet our requirements may be affected by the state of the financial markets and the effect that such condition has on our ability to issue commercial paper at acceptable rates. Our ability to borrow under our committed lines of credit, including our bank credit facilities, could be impaired if one or more of our lenders under those lines is unwilling or unable to honor its contractual obligation to lend to us, or in the event that global pandemics, natural disasters or weather conditions interfere with the ability of our lenders to lend to us. Our ability to refinance maturing debt may be affected by the state of the financial markets.

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	●	Our ability to achieve sales, earnings and incremental 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 state and federal regulatory agencies; our ability to retain pharmacy sales from 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 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 media businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through Fresh, Our Brands, Personalization and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons Companies, Inc.; 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.

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	●	Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

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	●	Our adjusted effective tax rate may differ from the expected rate due to changes in tax laws and policies, the status of pending items with various taxing authorities and the deductibility of certain expenses.

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	●	We cannot fully foresee the effects of changes in economic conditions on our business.

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Statements elsewhere in this Form 10-Q and below regarding our expectations, projections, beliefs, intentions or strategies are forward-looking statements. While we believe that the statements are accurate, uncertainties about the general economy, our labor relations, our ability to execute our plans on a timely basis and other uncertainties described in this report and other reports that we file with the Securities and Exchange Commission (“SEC”) could cause actual results to differ materially. We assume no obligation to update the information contained in this Form 10-Q unless required by applicable law.

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FINANCIAL PERFORMANCE DATA

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The following table provides highlights of our financial performance:

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Financial Performance Data

($ in millions, except per share amounts)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Second Quarter Ended							​	​	Two Quarters Ended							​
​	​	August 15,		​ ​	Percentage	​ ​	August 16,		​	​	August 15,		​ ​	Percentage	​ ​	August 16,		​
​	​	2026		​	Change	​	2025		​	​	2026		​	Change	​	2025		​
Sales	​	$	34,621	​	2.0	%	$	33,940	​	​	$	80,742	​	2.1	%	$	79,058	​
Sales without fuel	​	$	30,517	​	(0.5)	%	$	30,671	​	​	$	71,375	​	(0.1)	%	$	71,449	​
Identical sales excluding fuel and Adjusted Items(1)	​	​	0.2	%	N/A	​	​	3.4	%	​	​	0.6	%	N/A	​	​	3.3	%
FIFO gross margin, excluding rent, depreciation and amortization, fuel and Adjusted Items, bps increase	​	​	13	​	N/A	​	​	39	​	​	​	1	​	N/A	​	​	62	​
OG&A rate, excluding fuel and Adjusted Items, bps increase (decrease)	​	​	33	​	N/A	​	​	(5)	​	​	​	23	​	N/A	​	​	34	​
Operating profit	​	$	971	​	12.5	%	$	863	​	​	$	2,378	​	8.8	%	$	2,185	​
Adjusted FIFO operating profit	​	$	1,076	​	(1.4)	%	$	1,091	​	​	$	2,620	​	0.4	%	$	2,610	​
Net earnings attributable to The Kroger Co.	​	$	641	​	5.3	%	$	609	​	​	$	1,543	​	4.6	%	$	1,475	​
Adjusted net earnings attributable to The Kroger Co.	​	$	667	​	(4.0)	%	$	695	​	​	$	1,647	​	(2.5)	%	$	1,690	​
Net e

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There have been no material changes in our exposure to market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

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As of August 15, 2026, we had no forward-starting interest rate swap agreements or treasury lock agreements outstanding.

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The Chief Executive Officer and the Chief Financial Officer, together with a disclosure review committee appointed by the Chief Executive Officer, evaluated Kroger’s disclosure controls and procedures as of the quarter ended August 15, 2026, the end of the period covered by this Form 10-Q. Based on that evaluation, Kroger’s Chief Executive Officer and Chief Financial Officer concluded that Kroger’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act) were effective as of the end of the period covered by this Form 10-Q to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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The Company is in the process of implementing a broad, multi-year, technology transformation project to modernize mainframe, middleware and legacy systems to achieve better process efficiencies across customer service, merchandising, sourcing, payroll and accounting through the use of various solutions. There have been no material additional implementations of modules during the quarter ended August 15, 2026. As the Company’s technology transformation project continues, the Company continues to emphasize the maintenance of effective internal control and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase and will evaluate as additional phases are deployed.

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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 August 15, 2026.

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PART II - OTHER INFORMATION

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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.

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

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(c)

ISSUER PURCHASES OF EQUITY SECURITIES

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​	​	​	​	​	​	​	​	​	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	​	​	​	​	​	​	​	​	​	​	​
May 24, 2026 to June 20, 2026		110	​	$	64.65		—	​	$	1,830	​
Second four weeks	​	​	​	​	​	​	​	​	​	​	​
June 21, 2026 to July 18, 2026		13,454,813	​	$	59.76		12,953,130	​	$	1,089	​
Third four weeks	​	​	​	​	​	​	​	​	​	​	​
July 19, 2026 to August 15, 2026		5,053,538	​	$	58.13		5,053,494	​	$	801	​
Total		18,508,461	​	$	59.32		18,006,624	​	$	801	​

(1)	The reported periods conform to our fiscal calendar composed of thirteen 28-day periods. The second quarter of 2026 contained three 28-day periods.

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(2)	Includes (i) shares repurchased under the December 2025 Repurchase Program, (ii) shares repurchased under the 1999 Repurchase Program and (iii) 501,837 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.

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(3)	Represents shares repurchased under the December 2025 Repurchase Program and the 1999 Repurchase Program.

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(4)

On December 6, 1999, we announced the 1999 Repurchase Program. On December 23, 2025, we announced that our Board of Directors approved the December 2025 Repurchase Program. The amounts shown in this column reflect the amount remaining under the December 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 2025 Repurchase Program and the 1999 Repurchase Program do not have any expiration dates, but may be suspended or terminated by our Board of Directors at any time.

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(5)	Excludes excise tax on share repurchases in excess of issuances.

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(c)

In the second quarter of 2026, 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.

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EXHIBIT 10.1*	-	The Kroger Co. Executive Severance Plan.
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EXHIBIT 10.2*	-	Employment Agreement between The Kroger Co. and Emilee De Martino dated May 22, 2026.
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EXHIBIT 10.3*	-	Employment Agreement between The Kroger Co. and Nate Faust dated July 29, 2026.
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EXHIBIT 10.4*	-	Employment Agreement between The Kroger Co. and Mark Ibbotson dated August 24, 2026.
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EXHIBIT 31.1*	-	Rule 13a—14(a) / 15d—14(a) Certifications — Principal Executive Officer.
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EXHIBIT 31.2*	-	Rule 13a—14(a) / 15d—14(a) Certifications — Principal Financial Officer.
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EXHIBIT 32.1*	-	Section 1350 Certifications.
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EXHIBIT 101.INS*	-	Inline 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.
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EXHIBIT 101.SCH*	-	Inline XBRL Taxonomy Extension Schema Document.
EXHIBIT 101.CAL*	-	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
EXHIBIT 101.DEF*	-	Inline XBRL Taxonomy Extension Definition Linkbase Document.
EXHIBIT 101.LAB*	-	Inline XBRL Taxonomy Extension Label Linkbase Document.
EXHIBIT 101.PRE*	-	Inline 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	​	​
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SIGNATURES

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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.

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​	THE KROGER CO.
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Dated: September 18, 2026	By:	/s/ Gregory S. Foran
​	​	Gregory S. Foran
​	​	Chief Executive Officer (principal executive officer)
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Dated: September 18, 2026	By:	/s/ David J. C. Kennerley
​	​	David J. C. Kennerley
​	​	Executive Vice President and Chief Financial Officer (principal financial officer)

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