Every material Form 8-K Kroger has filed with the SEC since February 13, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kroger outlined a multi-year plan called Build America's Favorite Grocer and set new long-term financial targets through 2029, including 3%-6% adjusted EBITDA growth and 7%-11% adjusted net EPS growth for FY2027 through FY2029, excluding the pending Giant Eagle acquisition. The company reaffirmed its full-year 2026 guidance from its second quarter earnings, and replaced its prior 8%-11% total shareholder return target with the EPS-only target.
Targets approximately 3% comparable sales growth in 2029, excluding fuel and pharmacy
Targets 3%-6% adjusted EBITDA CAGR and 7%-11% adjusted net EPS CAGR for FY2027 through FY2029
Reaffirms 2026 full-year guidance provided at second quarter earnings
New EPS target replaces prior 8%-11% total shareholder return target, which included dividend yield
Kroger reported second-quarter 2026 sales of $34.6 billion, up from $33.9 billion a year earlier, and GAAP earnings of $1.05 per diluted share versus $0.91. The company kept its full-year 2026 adjusted EPS guidance of $5.10 to $5.30 but lowered its identical sales without fuel guidance to 0.2% to 0.8% from 1.0% to 2.0%, and adjusted FIFO operating profit fell slightly year over year.
Q2 2026 adjusted EPS was $1.09 versus $1.04 a year earlier; adjusted FIFO operating profit was $1,076 million versus $1,091 million.
Identical sales without fuel rose 0.2% in the quarter, compared with 3.4% a year earlier.
Full-year 2026 adjusted EPS guidance of $5.10 to $5.30 was reaffirmed; identical sales guidance was cut to 0.2% to 0.8%.
Kroger repurchased $1.0 billion of shares in the quarter, with about $800 million left on the $2 billion authorization, and will host an investor update on October 20, 2026.
Kroger appointed Mark Ibbotson, 63, as Executive Vice President and Chief Store Operations Officer, effective September 14, 2026. He previously held roles at Walmart U.S. and Asda, and has been a Senior Advisor for McKinsey & Company for the last four years. The filing sets his base salary at $1,000,000 and a current total target long-term equity value of $5 million.
Appointment made August 31, 2026; effective September 14, 2026.
Annual base salary of $1,000,000 and an incentive bonus target of 110% of base salary, pro-rated for 2026.
Equity package includes $1.25 million in restricted shares, $1.25 million in performance units under the 2026-2028 plan, and $1 million in restricted shares, all to be awarded in December 2026.
Prior experience at Walmart U.S. and Asda since 2004, including Executive Vice President of Central Operations and Realty.
Kroger said Chairman Ronald L. Sargent will cease serving as a Company employee effective July 1, 2026, and will continue as Non-Executive Chairman of the Board, with updated director pay starting the same day. At the June 25, 2026 annual meeting, shareholders elected all ten directors, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as auditor, approved a revised long-term incentive plan, and rejected a shareholder proposal on GHG emissions reductions.
Effective July 1, 2026, Ronald L. Sargent (Chairman since March 2025) ceases to be an employee and continues as Non-Executive Chairman.
From July 1, 2026, each non-employee director receives a $115,000 annual cash retainer and annual incentive shares valued at about $215,000; Sargent also gets about $250,000 in annual incentive shares for chairman service.
Sargent received 468,967,642 votes for and 23,737,119 against in his director election.
The GHG emissions shareholder proposal was rejected, with 85,776,050 for and 404,190,678 against.
Kroger reported first quarter 2026 results on June 18, 2026, with diluted EPS of $1.46, up from $1.29 a year earlier, and operating profit of $1,407 million, up from $1,322 million. The company reaffirmed its full-year 2026 guidance, including FIFO operating profit of $5.0 to $5.2 billion and EPS of $5.10 to $5.30, but identical sales without fuel grew only 1.0%, down from 3.2%.
Diluted EPS $1.46 vs. $1.29; adjusted EPS $1.58 vs. $1.49
Sales $46.1 billion vs. $45.1 billion; gross margin 22.7% vs. 23.0%
Identical sales without fuel rose 1.0% vs. 3.2% a year earlier
Full-year 2026 guidance reaffirmed; $2 billion share repurchase expected to be completed by end of fiscal 2026
Kroger said Executive Vice President and Associate Experience Officer Timothy A. Massa gave notice on May 22, 2026 that he intends to retire in fall 2026. He will stay in his role until September 2026 and remain an employee through July 1, 2027 to support an orderly transition and key strategic projects. Kroger will name a successor at a later date, and the filing says his compensation is unchanged, though he will no longer be eligible for future annual equity grants.
Timothy A. Massa, Executive Vice President and Associate Experience Officer, notified Kroger on May 22, 2026 of his plan to retire in fall 2026.
He will continue in his role until September 2026 and remain an employee through July 1, 2027.
His compensation is unchanged, but he will not be eligible for future annual equity grants.
A successor has not been named and will be announced at a later date.
Kroger reported fourth quarter 2025 EPS of $1.35, up from $0.90 a year earlier, with sales of $34.7 billion and identical sales without fuel up 2.4%. For full-year 2025, GAAP EPS fell to $1.54 from $3.67 because of a $2.5 billion impairment and related charge for its automated fulfillment network, while adjusted EPS rose to $4.85 from $4.47. The company also guided 2026 adjusted EPS to $5.10 to $5.30 and expects to complete an additional $2 billion share repurchase by the end of fiscal 2026.
Q4 2025 operating profit was $1,246 million versus $912 million; adjusted EPS was $1.28 versus $1.14
Full-year 2025 GAAP EPS of $1.54 includes a $2.91 per diluted share loss from the $2.5 billion fulfillment network charge
2026 guidance: identical sales without fuel up 1.0% to 2.0%, adjusted FIFO operating profit $5.0 to $5.2 billion, free cash flow $2.7 to $2.9 billion
Board approved an additional $2 billion share repurchase authorization in December 2025, to be completed by end of fiscal 2026
Kroger's Board appointed Greg Foran, 64, as chief executive officer effective February 10, 2026, and he will also join the Board. Foran previously led Air New Zealand as CEO from February 2020 until October 2025 and Walmart U.S. from August 2014 until January 2020. Ron Sargent, interim CEO since March 2025, remains Chairman, and Kroger reaffirmed its fiscal 2025 guidance.
Foran's offer letter sets base salary at $1,500,000 a year and an annual cash incentive target of 200% of base salary.
Foran's long-term incentive target is $12,000,000 a year, with a standard grant planned for March 2026 subject to Compensation Committee approval.
Sargent remains Chairman and principal executive officer until the Form 10-K for the fiscal year ended January 31, 2026 is filed.
Kroger reaffirmed its fiscal 2025 guidance and said it will provide a further update on the leadership transition on its March 5 earnings call.
Kroger reported third quarter 2025 sales of $33.9 billion, up from $33.6 billion a year earlier, and a GAAP loss of $(2.02) per share after a $2.6 billion impairment and related charge tied to its automated fulfillment network. Excluding adjustment items, EPS rose to $1.05 from $0.98, and the company raised the low end of its full-year adjusted EPS guidance to $4.75 to $4.80.
Q3 2025 operating loss of $(1,541) million versus operating profit of $828 million in Q3 2024; the $2.6 billion charge equals $3.00 per share
Adjusted FIFO operating profit of $1,089 million, up from $1,017 million; identical sales without fuel rose 2.6%
Full-year 2025 adjusted EPS guidance is now $4.75 to $4.80, versus $4.70 to $4.80 previously; identical sales guidance narrowed to 2.8% to 3.0%
Kroger expects to complete its remaining $2.5 billion open market share repurchases by the end of fiscal 2025
Kroger said it will close certain U.S. fulfillment centers as part of updates to its eCommerce plan and expects impairment and related charges of approximately $2.6 billion in its third fiscal quarter of 2025. The company expects the changes to improve eCommerce operating profit by approximately $400 million in 2026, which matters to shareholders because the charge is large and the profit benefit is a company estimate that depends on the plan's results.
Expected impairment and related charges of approximately $2.6 billion in the third fiscal quarter of 2025
Facilities in Pleasant Prairie, Wis.; Frederick, Md.; and Groveland, Fla. will close in January
Kroger expects a positive effect on eCommerce operating profit of approximately $400 million in 2026
Kroger expects the closures to have a neutral effect on identical sales without fuel
Kroger reported second quarter 2025 results on September 11, 2025, with operating profit of $863 million, up from $815 million a year earlier, and diluted EPS of $0.91 versus $0.64. The company raised its identical sales without fuel guidance to 2.7% to 3.4% and lifted the low end of its adjusted EPS guidance to $4.70 to $4.80, which points to a stronger outlook for shareholders.
Q2 2025 operating profit was $863 million versus $815 million in Q2 2024; diluted EPS was $0.91 versus $0.64.
Adjusted EPS was $1.04 versus $0.93; identical sales without fuel rose 3.4%.
Full-year 2025 identical sales without fuel guidance was raised to 2.7% to 3.4%, from 2.25% to 3.25%.
Kroger expects to complete a $5 billion accelerated share repurchase in its fiscal third quarter of 2025, then resume open market repurchases under a remaining $2.5 billion authorization.
Kroger reported first quarter 2025 results on June 20, 2025, with diluted EPS of $1.29, flat from a year earlier, and adjusted EPS of $1.49 versus $1.43. Total sales were $45.1 billion, down from $45.3 billion, while identical sales without fuel rose 3.2%, and the company raised its full-year identical sales without fuel guidance to 2.25% to 3.25%. For shareholders, GAAP net earnings fell to $866 million from $947 million, a $100 million impairment tied to planned closures of about 60 stores weighed on the quarter, and other full-year guidance was reaffirmed.
Diluted EPS was $1.29 in both the first quarter of 2025 and 2024; adjusted EPS rose to $1.49 from $1.43.
Net earnings attributable to The Kroger Co. were $866 million, down from $947 million.
Identical sales without fuel increased 3.2%; full-year guidance was raised to 2.25% to 3.25%.
A $100 million impairment was recorded for the planned closing of about 60 stores over the next 18 months.
Kroger's board appointed Ronald Sargent as interim Chief Executive Officer and Chairman of the Board, as previously disclosed on March 2, 2025. This filing sets his compensation, including an annual base salary of $4,350,000 and a grant of 60,515 shares of restricted stock that vest one year after the award date.
Appointment: Ronald Sargent named interim CEO and Chairman, previously disclosed March 2, 2025
Annual base salary of $4,350,000, annualized for the duration of his service
Restricted stock grant of 60,515 shares, vesting one year from the award date
Kroger reported fourth quarter 2024 EPS of $0.90, down from $1.01 a year earlier, and adjusted EPS of $1.14, down from $1.34, while full-year 2024 adjusted EPS was $4.47 versus $4.76 in 2023. The company guided 2025 adjusted EPS to $4.60 to $4.80 and began a $5.0 billion accelerated share repurchase, with Ron Sargent serving as interim CEO. For shareholders, lower reported profit is offset in part by the guidance range and buyback, though the filing ties some of the profit decline to the sale of Kroger Specialty Pharmacy and the 53rd week in 2023.
Q4 2024 operating profit was $912 million versus $1,194 million a year earlier; total sales were $34.3 billion versus $37.1 billion
Fiscal 2024 EPS was $3.67 versus $2.96, while adjusted EPS was $4.47 versus $4.76
2025 guidance: adjusted FIFO operating profit of $4.7 to $4.9 billion and adjusted free cash flow of $2.8 to $3.0 billion
Commenced a $5.0 billion accelerated share repurchase under a $7.5 billion authorization, with $2.5 billion of capacity remaining
Kroger said Chairman and CEO Rodney McMullen resigned effective immediately after a Board investigation into his personal conduct, which the company says is unrelated to its financial performance, operations or reporting. Lead Director Ronald Sargent became interim CEO and Chairman, and the company said full-year Identical Sales without fuel are expected at the high end of guidance and Adjusted EPS slightly above the high end of guidance. Shareholders will get full 2024 results and 2025 guidance on March 6, 2025.
Rodney McMullen resigned as Chairman and CEO effective immediately; he forfeits unvested equity awards and will not receive a 2024 bonus.
Ronald Sargent, a director since 2006 and Lead Director since 2017, is interim CEO and Chairman; a Search Committee is seeking a permanent CEO.
Mark Sutton was appointed Lead Director.
Full-year Identical Sales without fuel expected at the high end of guidance; Adjusted EPS expected slightly above the high end of guidance.
Kroger appointed David Kennerley, 51, senior vice president and chief financial officer from PepsiCo Europe, as its CFO effective April 3, 2025. Kennerley joins Kroger on March 10, 2025, and Todd Foley, the interim CFO, remains in that role until April 3 before retiring at the end of the first quarter.
Kennerley has been CFO for PepsiCo Europe since March 2020 and has worked at PepsiCo since 2001.
Kennerley's compensation includes an annual base salary of $800,000 and an annual incentive bonus target of $800,000.
He will receive a one-time cash bonus of $1.35 million and a one-time grant of $2.8 million in restricted shares, to be awarded in March 2025.
Foley remains interim CFO until April 3, 2025, then stays as senior vice president until his retirement at the end of the first quarter.
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