Form 8-K

8-K — KROGER CO

Accession: 0001104659-26-104763

Filed: 2026-09-02

Period: 2026-08-31

CIK: 0000056873

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2624577d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2624577d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2624577d1_8k.htm · Sequence: 1

false

0000056873

2026-08-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 31, 2026

The Kroger Co.

(Exact Name of Registrant as Specified in Its Charter)

Ohio

No. 1-303

31-0345740

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS

Employer Identification

No.)

1014 Vine Street

Cincinnati, OH

(Address of Principal Executive Offices)

45202

(Zip Code)

(513) 762-4000

(Registrant’s Telephone

Number, Including Area Code)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name Of Each

Exchange On Which

Registered

Common

Stock, $1.00 par value per share

New

York Stock Exchange

Indicate by

check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

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. ¨

Item

5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

On August 31, 2026, The Kroger Co. (“Kroger” or the

“Company”) appointed Mark Ibbotson, 63, as Executive Vice President and Chief Store Operations Officer, effective as of September 14,

2026.

Since 2020, Mr. Ibbotson has been a strategic advisor to retail

and technology companies and has served as a Senior Advisor for McKinsey & Company for the last four years. Prior thereto, he

previously served in various roles at Wal-Mart U.S. and its former UK subsidiary Asda since 2004, including as Executive Vice President

of Central Operations and Realty, and Senior Vice President of Innovation.

In his role as Executive Vice President and Chief Store Operations

Officer of Kroger, Mr. Ibbotson: (i) will receive an annual base salary of $1,000,000; (ii) is eligible for an annual incentive

bonus target equal to 110% of his base salary (pro-rated for 2026); (iii) will receive a one time grant of $1.25 million in restricted

shares, vesting ratably over 3 years, to be awarded in December 2026; (iv) will receive a grant of $1.25 million in performance

unit equity awards under the 2026-2028 long-term incentive plan, to be awarded in December 2026; (v) will receive a one-time

grant of $1 million in restricted shares that will vest ratably over two years, to be awarded in December 2026; and (vi) is

eligible for an annual long-term equity grant in March 2027, which will vest over 3 years, and for performance unit equity awards

pursuant to Kroger’s Long-Term Incentive Plan, together with a current total target value of $5 million. Mr. Ibbotson will

participate in the Company’s standard executive relocation program, including temporary housing for 90 days.

There are no family relationships, or arrangements or understandings

between Mr. Ibbotson and any other person pursuant to which he was appointed Executive Vice President and Chief Retail Store Operations

Officer. Mr. Ibbotson has not engaged in any transaction with the Company during the last fiscal year, and he does not propose

to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 2, 2026, Kroger issued a press release

regarding the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as

Exhibit 99.1.

The information in this Item 7.01 and the press release

attached hereto as Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the

filings of Kroger under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release, dated September 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

THE KROGER CO.

By:

/s/George H. Vincent

Name:

George H. Vincent

Title:

Executive Vice President, General Counsel and Secretary

Date: September 2, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2624577d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Kroger names Mark Ibbotson Executive Vice President and Chief Store

Operations Officer

CINCINNATI (September 2, 2026) – The Kroger Co. (NYSE:KR) today

announced that Mark Ibbotson will join the company as Executive Vice President and Chief Store Operations Officer, effective September

14.

Ibbotson brings decades of experience leading large-scale retail operations

through periods of significant transformation. Through senior leadership roles at Walmart and its former U.K. subsidiary Asda, Ibbotson

built a reputation as an operations specialist and innovator in omnichannel retail.

“Mark has done this work at scale, and he has done it exceptionally

well,” said Greg Foran, CEO of Kroger. “He knows what it takes to simplify complex operations, bring out the best in frontline

teams, and build the digital and physical capabilities that win with customers. That is what we need as we accelerate our momentum and

build America’s Best Grocer.”

Ibbotson began his retail career in the United Kingdom, including roles

at Sainsbury’s before joining Asda in 2004. There, he rose through a series of operational and leadership positions, including Loss

Prevention Director, Productivity Director and Retail Director, before becoming Chief Operating Officer. In that role, Ibbotson oversaw

the performance of hundreds of stores, drove meaningful improvements in efficiency and cost, and expanded the company’s eCommerce

capabilities and introduced pick up and drive through.

In 2015, Ibbotson joined Walmart U.S. as Senior Vice President of Innovation,

with a mandate to simplify store operations and introduce new technologies to improve the customer experience and associate productivity.

His responsibilities expanded significantly over time, and he became Executive Vice President of Central Operations and Realty. This broad

portfolio encompassed store operations, real estate, asset protection and key elements of Walmart’s digital transformation, including

the architecture and launch of the grocery eCommerce business.

During his tenure, Ibbotson helped lead the rollout of the company’s

eCommerce platform, including pickup and delivery services that became a cornerstone of Walmart’s omnichannel strategy. He also

supported the development of Walmart Academies for associate training.

Since leaving Walmart in 2020, Ibbotson has worked as a strategic advisor

to retail and technology companies and has served as a Senior Advisor for McKinsey & Company for the last four years.

“Kroger has the assets, the customer relationships and the associates

to be an outstanding grocer,” said Ibbotson. “The team is building on a foundation of fresh, value and digital growth that

is truly exciting. I am looking forward to contributing to that work and the talented teams I will have the privilege of working alongside.”

About

Kroger

At The Kroger Co.

(NYSE: KR), we are dedicated to our Purpose: To Feed the Human Spirit™.

We are, across our family of companies more than 400,000 associates who serve over 11 million customers daily through an eCommerce experience

and retail food stores under a variety of banner names, serving

America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor

relations site.

Contacts: Media: Erin Rolfes (513) 762-1080

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Aug. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 31, 2026

Entity File Number

1-303

Entity Registrant Name

Kroger Co.

Entity Central Index Key

0000056873

Entity Tax Identification Number

31-0345740

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1014 Vine Street

Entity Address, City or Town

Cincinnati

Entity Address, State or Province

Entity Address, Postal Zip Code

45202

City Area Code

513

Local Phone Number

762-4000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $1.00 par value per share

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration