Every material Form 8-K Kroger filed with the SEC in 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Kroger filing is on SEC EDGAR ↗. 8-K briefs of other companies →