Every material Form 8-K Kroger filed with the SEC in 2026, 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.
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