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Kroger Co

NYSE: KR · USD

Kroger Co (KR) Economic Moat Analysis—

Avantages concurrentiels, preuves datées et risques d’érosion.

Incertain avantage concurrentiel

Kroger has valuable loyalty-linked data, established private brands and demonstrated sourcing efficiencies. Growing media revenue and profitable eCommerce support current monetization, but the passages do not establish a durable competitive advantage. Pricing power is fragile: price reductions and investments accompany declining units. Digital progress and cost savings coexist with fulfillment impairments and underlying expense deleverage.

Intangible assets

Potential moat candidate: loyalty-linked transaction data and private brands are established commercial assets. Approximately 63 million households, over 95% loyalty-linked transactions and over $39 billion of private-brand sales demonstrate scale and usage. Media revenue growth demonstrates monetization, but superior advertiser outcomes, customer dependency and barriers to replication are not established.

Durabilité
Accumulated data science investment and continuing customer transactions could sustain these capabilities. Their existence does not establish a durable advantage relative to competitors; management's claims of unique positioning and superior measurement remain assertions.
Concurrents
Comparaison non établie
Risques d’érosion
Broad retail choice and declining units weaken the inference of customer lock-in. Agentic shopping could weaken retailer relationships and data access, but this is a disclosed possibility rather than realized erosion.
Ce qui invaliderait la thèse
The advantage thesis would weaken if loyalty-linked transaction coverage or household reach persistently declined, private-brand demand deteriorated, or media revenue and profitability failed to persist despite continued investment. Evidence that comparable alternatives deliver equivalent outcomes without switching friction would undermine the moat thesis.
Preuves (5) · Contre-preuves (4)

Cost advantage

Potential moat candidate: Kroger's store footprint, production assets and sourcing capabilities support operating efficiencies. Reported sourcing improvements and profitable eCommerce demonstrate benefits, but no comparative unit-cost advantage is disclosed.

Durabilité
The existing infrastructure supports current operations. Fulfillment write-downs demonstrate that infrastructure scale alone does not assure efficient economics, and the passages cannot establish a sustainable cost lead.
Concurrents
Comparaison non établie
Risques d’érosion
Higher transportation costs, shrink, associate costs and supermarket sales deleverage can absorb savings. eCommerce profitability includes third-party media revenue, so standalone fulfillment profitability is unestablished.
Ce qui invaliderait la thèse
A sustained inability to offset operating costs through sourcing and productivity, further fulfillment impairments, or loss of digital profitability would undermine this candidate. A durable moat would require evidence of a cost advantage that survives these pressures and competitive price investment.
Preuves (4) · Contre-preuves (4)

Évolution depuis la dernière analyse

  • Retain the uncertain moat verdict: the current catalog demonstrates commercial assets and operating benefits but does not establish durable competitive superiority.
  • Retain the prior pricing-power and management grades after reassessing their supporting passages; all four moat criteria remain null.
  • Clarify margin resilience: the September results report a 13-basis-point improvement in second-quarter FIFO gross margin excluding specified items, despite lower GAAP gross margin and underlying OG&A deleverage.
  • Include the reduced September identical-sales outlook as evidence of weaker sales expectations, not a realized full-year outcome.

Limites de l’analyse

  • Assessment uses only the supplied passages. All source dates are filing dates with dateKind filed, not retrieval dates or independently established publication dates.
  • Competitive-environment passages disclose generic categories rather than named competitors. Companies named in transaction, supplier or director-biography passages do not establish competitor coverage; competitor arrays are therefore empty.
  • Loyalty participation measures transaction identification, not exclusive demand, switching costs or cohort retention. Relative costs, local market shares, advertiser retention and comparable advertising outcomes are absent.
  • Operating results support numerical pricing and management assessments, but management claims of unique positioning, superior measurement and customer experience are not independent proof.
  • Pharmacy regulatory effects support a limited assessment of constrained pricing discretion. Detailed pharmacy reimbursement contracts and media pricing terms are absent.
  • Actual executive holdings and compliance with ownership guidelines are not established. The proposed Second Amended Plan and requested share reserve are not treated as adopted or vested.
  • Digital profitability includes third-party media revenue. Sales and profit measures with exclusions do not establish standalone fulfillment economics or company-wide customer retention.

Indicateurs financiers à confronter à la thèse

Ratios calculés à partir des publications annuelles. Une valeur manquante reste indisponible. Les graphiques détaillés sont accessibles dans les autres onglets.

Indicateurs financiers à confronter à la thèse
PériodeGross marginOperating marginROICFCF margin
202222.0%2.5%14.3%2.6%
202321.4%2.8%16.1%1.0%
202422.2%2.1%11.8%1.9%
202522.7%2.6%15.3%1.2%
202623.3%1.3%8.3%2.3%

Pouvoir de fixation des prix38

  • Pricing outcomes

    Management reports lowering prices and sharpening promotions; reported margin drivers confirm value investment. Higher spending per item accompanies fewer units and does not isolate successful discretionary price increases from mix or inflation.

  • Customer demand

    Loyalty-linked transactions and comparable eCommerce growth support engagement indirectly. Overall unit declines temper that evidence. No retention rate or exclusive customer relationship is inferred.

  • Margin resilience

    Digital profitability, sourcing gains and improved second-quarter comparable FIFO gross margin offset some pressure. GAAP gross margin declined, underlying OG&A deleveraged and adjusted FIFO operating profit slipped in the quarter. Lower depreciation from closures also helped reported results.

  • Pricing freedom

    Realized Inflation Reduction Act effects demonstrate constraints in pharmacy economics. Price reductions and broad customer alternatives further limit practical discretion. Detailed reimbursement and advertising contracts are absent, restricting conclusions across the business.

Management56

  • Capital discipline

    The $2.5 billion fulfillment impairment and related charges demonstrate a substantial investment failure. Retained merger financing primarily funded an accelerated repurchase. First-half 2026 operating cash generation remained positive, but investment, repurchases, dividends and debt payments substantially reduced cash. No conclusion about repurchase valuation is implied.

  • Incentive alignment

    Actual annual incentives paid 93.84% of target and 2023 performance units were earned at 32.4%, demonstrating differentiated outcomes. Existing equity compensation, clawback practices, ownership guidelines and hedging restrictions support alignment. Actual holdings and guideline compliance are unestablished; proposed plan changes are excluded.

  • Execution

    Comparable eCommerce growth, digital profitability, sourcing gains and higher GAAP operating profit demonstrate execution. Fulfillment impairments, unit declines, expense deleverage and a reduced sales outlook make the overall record mixed. Customer execution is assessed indirectly; historical outcomes are not attributed solely to the current CEO.

  • Governance

    Fully independent committees, annual director elections, special-meeting rights, absence of a poison pill and documented shareholder meetings support strong disclosed governance practices. These arrangements and activities do not establish exceptional oversight effectiveness.

Sources et méthode

Publication courante · Mis à jour 19/10/2026 · Version 6

Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.

Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 19/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Data, private brands and sourcing benefits are demonstrated, but comparative superiority and barriers to replication are not established. The moat remains uncertain.

durability · — · Accumulated capabilities could persist, but the passages do not establish durable economic protection. Fulfillment impairments caution against equating infrastructure with durability.

customer dependency · — · Loyalty-linked transactions establish engagement, while broad retail choice and declining units limit dependency inferences. Switching friction and exclusive repeat demand are unestablished.

erosion resilience · — · Digital profitability and sourcing gains coexist with cost pressures and deleverage. These mixed operating results do not establish the resilience of a structural advantage.

Pouvoir de fixation des prix38

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 1/4 · Management reports lowering prices and sharpening promotions; reported margin drivers confirm value investment. Higher spending per item accompanies fewer units and does not isolate successful discretionary price increases from mix or inflation.

retention · 2/4 · Loyalty-linked transactions and comparable eCommerce growth support engagement indirectly. Overall unit declines temper that evidence. No retention rate or exclusive customer relationship is inferred.

margin resilience · 2/4 · Digital profitability, sourcing gains and improved second-quarter comparable FIFO gross margin offset some pressure. GAAP gross margin declined, underlying OG&A deleveraged and adjusted FIFO operating profit slipped in the quarter. Lower depreciation from closures also helped reported results.

contractual freedom · 1/4 · Realized Inflation Reduction Act effects demonstrate constraints in pharmacy economics. Price reductions and broad customer alternatives further limit practical discretion. Detailed reimbursement and advertising contracts are absent, restricting conclusions across the business.

Prévisibilité94

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
3.51
Positive FCF years (%)
100.00
FCF margin volatility (pp)
0.63

Solidité financière37

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
48.66
netDebtEbitGrade
0.00
interestCoverageGrade
95.91
currentRatioGrade
4.08
Debt / FCF (x)
4.59
Net debt / operating income (x)
6.64
Current ratio (x)
0.80
cashInterestPaid
633.00
cashInterestCoverage
11.55

Allocation du capital90

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
14.78
3-year average dilution (%)
-3.08
3-year average SBC / revenue (%)
0.11
cashConversionGrade
100.00

Qualité du management56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 1/4 · The $2.5 billion fulfillment impairment and related charges demonstrate a substantial investment failure. Retained merger financing primarily funded an accelerated repurchase. First-half 2026 operating cash generation remained positive, but investment, repurchases, dividends and debt payments substantially reduced cash. No conclusion about repurchase valuation is implied.

incentive alignment · 3/4 · Actual annual incentives paid 93.84% of target and 2023 performance units were earned at 32.4%, demonstrating differentiated outcomes. Existing equity compensation, clawback practices, ownership guidelines and hedging restrictions support alignment. Actual holdings and guideline compliance are unestablished; proposed plan changes are excluded.

execution · 2/4 · Comparable eCommerce growth, digital profitability, sourcing gains and higher GAAP operating profit demonstrate execution. Fulfillment impairments, unit declines, expense deleverage and a reduced sales outlook make the overall record mixed. Customer execution is assessed indirectly; historical outcomes are not attributed solely to the current CEO.

governance · 3/4 · Fully independent committees, annual director elections, special-meeting rights, absence of a poison pill and documented shareholder meetings support strong disclosed governance practices. These arrangements and activities do not establish exceptional oversight effectiveness.

Preuves

Our Data Kroger serves approximately 63 million households annually, and because of our rewards program, over 95% of customer transactions are tethered to a Kroger loyalty card.

Business / Our Data / annual households and loyalty-linked transactions · Dépôt 31/03/2026

Our over 20 years of investment in data science capabilities allows us to utilize this data to create personalized experiences and value for our customers and enables our growing, high operating margin alternative profit businesses, including data analytic services and third-party media revenue.

Business / Our Data / data science investment and monetization · Dépôt 31/03/2026

Merchandising and Our Brands Our Brands products play an important role in our merchandising strategy and represented over $39 billion of our sales in 2025.

Business / Merchandising and Our Brands / 2025 sales · Dépôt 31/03/2026

The increase in the second quarter and first two quarters of 2026, compared to the same periods of 2025, is primarily due to an increase in third-party media revenue.

MD&A / Sales / third-party media revenue growth · Dépôt 18/09/2026

Our eCommerce business, including third-party media revenue, was profitable in the second quarter and first two quarters of 2026.

MD&A / eCommerce / profitability including third-party media revenue · Dépôt 18/09/2026

COMPETITIVE ENVIRONMENT The operating environment for the food retailing industry continues to be characterized by the proliferation of local, regional, and national retailers, including both retail and digital formats, and intense and ever-increasing competition ranging from online retailers, mass merchants, club stores, regional chains, deep discounters, dollar stores, and ethnic, specialty and natural food stores.

Risk Factors / Competitive Environment / competing retail formats · Dépôt 31/03/2026

With the proliferation of grocery delivery – both by retailers and third-party delivery service providers – customers have a wide range of retailers from which to choose.

Risk Factors / Competitive Environment / customer retail alternatives · Dépôt 31/03/2026

Identical sales, excluding fuel, for the second quarter of 2026, compared to the second quarter of 2025, increased primarily due to increased eCommerce, natural foods, meat and seafood, bakery and pharmacy sales and increased spend per item, partially offset by a reduction in the number of units sold, and the effects from the Inflation Reduction Act of 138 basis points, a customer shift from brand to generic prescriptions of 61 basis points, the effects of the Cyclospora outbreak of approximately 35 basis points and egg deflation of 30 basis points.

MD&A / Identical Sales / spending per item, units and pharmacy effects · Dépôt 18/09/2026

If customers increasingly delegate purchasing decisions to AI agents that prioritize price, speed or other factors over retailer preference or brand loyalty, we could become disintermediated from the customer relationship.

Risk Factors / agentic shopping / potential customer disintermediation · Dépôt 31/03/2026

As of January 31, 2026, Kroger operated, either directly or through its subsidiaries, 2,697 supermarkets, of which 2,250 had pharmacies and 1,731 had fuel centers.

Business / Stores / supermarkets, pharmacies and fuel centers · Dépôt 31/03/2026

We own 33 food production plants, primarily bakeries and dairies, which supply approximately 20% of Our Brands units sold in our supermarkets; the remaining Our Brands items are produced to our strict specifications by outside manufacturers.

Business / Merchandising and Our Brands / production facilities · Dépôt 31/03/2026

This increase resulted primarily from the sale of our Kroger Specialty Pharmacy business, which has a lower gross margin rate, sourcing improvements, lower shrink and lower supply chain costs, partially offset by increased pharmacy sales, which have a lower gross margin rate, and increased price investments.

MD&A / FIFO Gross Margin / sourcing, shrink, supply chain and price investments · Dépôt 31/03/2026

Charges to operating, general and administrative (“OG&A”) of $100 million, $77 million net of tax, for store closures; $161 million, $121 million net of tax, for merger-related litigation and settlement charges; $50 million, $34 million net of tax, for impairment of intangible assets; $47 million, $37 million net of tax, for severance charge and related benefits; $2.5 billion, $1.9 billion net of tax, for fulfillment network impairment and related charges, and credits to OG&A of $6 million, $3 million net of tax, for opioid settlement charges and vendor reserves, and $21 million, $16 million net of tax, for executive stock compensation for a former executive (the “2025 OG&A Adjusted Items”).

MD&A / 2025 Adjusted Items / fulfillment impairment and other charges · Dépôt 31/03/2026

This decrease resulted primarily from increased fuel sales, which have a lower gross margin rate, higher transportation costs, as a percentage of sales, higher shrink and greater value delivered for customers, partially offset by improved eCommerce profitability, increased third-party media revenue, higher pharmacy margins, sourcing improvements, tariff refunds, which were fully invested in value, a decreased LIFO charge and lower depreciation and amortization, as a percentage of sales.

MD&A / Second-Quarter Gross Margin / pressures and offsets · Dépôt 18/09/2026

Excluding the effect of fuel, the 2026 Second Quarter OG&A Adjusted Items and the 2025 Second Quarter OG&A Adjusted Items, our OG&A rate increased 33 basis points in the second quarter of 2026, compared to the second quarter of 2025.

MD&A / OG&A / second-quarter expense rate excluding fuel and adjusted items · Dépôt 18/09/2026

This increase resulted primarily from planned investment in associates, increased healthcare costs and supermarket sales deleverage, partially offset by continued execution of broad-based cost savings initiatives that drive administrative efficiencies, including store productivity, and lower incentive plan costs.

MD&A / OG&A / associate costs, healthcare, deleverage and savings · Dépôt 18/09/2026

We are lowering prices and sharpening our promotions so value is easy to see.

CEO shareholder letter / affordability / price reductions and promotions · Dépôt 13/05/2026

Excluding the effect of fulfillment center exits in markets where Kroger does not operate stores, the sale of Vitacost.com and the discontinuation of Ship Marketplace, eCommerce sales increased 20% in the second quarter and 19% in the first two quarters of 2026, compared to the same periods of 2025, led by increased demand for Delivery solutions.

MD&A / eCommerce / comparable sales growth and exclusions · Dépôt 18/09/2026

1 Second Quarter Financial Results 2Q26 ($ in millions; except EPS) 2Q25 ($ in millions; except EPS) ID Sales(1) (Table 4) 0.2% 3.4% Earnings Per Share $1.05 $0.91 Adjusted EPS (Table 6) $1.09 $1.04 Operating Profit $971 $863 Adjusted FIFO Operating Profit (Table 7) $1,076 $1,091 Gross Margin (Table 8) 22.4% 22.5% FIFO Gross Margin Rate(2) Increased 13 basis points OG&A Rate(3) Increased 33 basis points (1) Without fuel and includes an unfavorable 138 basis point impact from the Inflation Reduction Act.

Second Quarter Financial Results / operating profit, adjusted profit and margin rates · Dépôt 11/09/2026

This decrease in both periods was primarily due to the fulfillment network closures in the fourth quarter of 2025.

MD&A / Depreciation and Amortization / effect of fulfillment closures · Dépôt 18/09/2026

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Two Quarters Ended ​ ​ ​ August 15, ​ August 16, ​ (In millions) ​ ​ ​ 2026 ​ ​ ​ 2025 Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ ​ Net earnings including noncontrolling interests ​ $ 1,546 ​ $ 1,478 ​ Adjustments to reconcile net earnings including noncontrolling interests to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 1,726 ​ 1,829 ​ Asset impairment and store closure charges ​ ​ 66 ​ ​ 114 ​ Operating lease asset amortization ​ ​ 314 ​ ​ 318 ​ LIFO charge ​ 91 ​ 102 ​ Share-based employee compensation ​ 101 ​ 83 ​ Deferred income taxes ​ 94 ​ (31) ​ Gain on sale of assets ​ ​ (26) ​ ​ (6) ​ Gain on investments ​ ​ (20) ​ ​ (37) ​ Other ​ 15 ​ (29) ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ Store deposits in-transit ​ 185 ​ 179 ​ Receivables ​ (162) ​ (12) ​ Inventories ​ (460) ​ 92 ​ Prepaid and other current assets ​ (85) ​ (91) ​ Accounts payable ​ (4) ​ (14) ​ Accrued expenses ​ 38 ​ 181 ​ Income taxes receivable and payable ​ 219 ​ ​ 6 ​ Operating lease liabilities ​ ​ (367) ​ ​ (291) ​ Other ​ (186) ​ (183) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ 3,085 ​ 3,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ ​ ​ ​ ​ Payments for property and equipment, including payments for lease buyouts ​ (2,437) ​ (1,968) ​ Other ​ 42 ​ (139) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used by investing activities ​ (2,395) ​ (2,107) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Flows from Financing Activities: ​ ​ ​ ​ ​ ​ ​ Payments on long-term debt including obligations under finance leases ​ (604) ​ ​ (122) ​ Dividends paid ​ ​ (431) ​ ​ (422) ​ Proceeds from issuance of capital stock ​ ​ 36 ​ 163 ​ Treasury stock purchases ​ (1,271) ​ (203) ​ Other ​ ​ (78) ​ (73) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used by financing activities ​ (2,348) ​ (657) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and temporary cash investments ​ (1,658) ​ 924 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and temporary cash investments: ​ ​ ​ ​ ​ ​ ​ Beginning of year ​ 3,334 ​ 3,959 ​ End of period ​ $ 1,676 ​ $ 4,883 ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of capital investments: ​ ​ ​ ​ ​ ​ ​ Payments for property and equipment, including payments for lease buyouts ​ $ (2,437) ​ $ (1,968) ​ Payments for lease buyouts ​ ​ 37 ​ 11 ​ Changes in construction-in-progress payables ​ (251) ​ (73) ​ Total capital investments, excluding lease buyouts ​ $ (2,651) ​ $ (2,030) ​ ​ ​ ​ ​ ​ ​ ​ ​ Disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ Cash paid during the year for net interest ​ $ 372 ​ $ 370 ​ Cash paid during the year for income taxes ​ $ 159 ​ $ 415 ​ ​ The accompanying notes are an integral part of the Consolidated Financial Statements.

Consolidated Statements of Cash Flows / first two quarters of 2026 and 2025 · Dépôt 18/09/2026

(3) The increase of $5,679 in total debt was primarily due to issuing $10,500 of senior notes to pay a portion of the cash consideration for the proposed merger with Albertsons and for general corporate purposes offset by the mandatory redemption of $4,700 of senior notes following the termination of the merger.

MD&A / debt increase / merger financing and mandatory redemption · Dépôt 01/04/2025

After the termination of the proposed merger, these funds were primarily used to fund the $5,000 ASR program to be completed under our December 2024 Repurchase Program.

MD&A / use of merger financing after termination / accelerated repurchase · Dépôt 01/04/2025

The annual incentive program, based on a grid of identical sales, excluding fuel, and adjusted FIFO operating profit, including fuel, paid out at 93.84% of target, based on the goals and targets set by the Committee.

Compensation Discussion and Analysis / actual annual incentive payout · Dépôt 13/05/2026

Long-term performance unit equity awards granted in 2023 and tied to commitments made to our investors and other stakeholders regarding long-term sales growth, value creation (iTSR) metric, our commitment to Fresh, and relative Total Shareholder Return were earned at 32.4% of target.

Compensation Discussion and Analysis / actual 2023 performance-unit outcome · Dépôt 13/05/2026

41 Summary of Key Compensation Practices What we do: What we do not do: ✓ Alignment of pay and performance × No special severance or change in control programs applicable only to NEOs ✓ Stock ownership guidelines for executives × No cash component in long-term incentive plans ✓ Multiple performance metrics under our short- and long-term performance-based plans discourage excessive risk taking and align with our long-term value creation strategy × No tax gross-up payments for executives, except for relocation expenses ✓ Double-trigger change in control provisions in all equity awards × No special executive life insurance benefit ✓ Double-trigger change in control provisions in cash severance benefits × No re-pricing or backdating of stock options without shareholder approval ✓ check;All long-term compensation is equity-based × No guaranteed salary increases or bonuses ✓ Engagement of an independent compensation consultant × No payment of dividends or dividend equivalents until performance units are earned ✓ Robust clawback policy × No evergreen or reload feature; no shares can be added to stock plan without shareholder approval ✓ Ban on hedging, pledging, and short sales of Kroger securities ✓ Minimal perquisites Establishing Each Component of Executive Compensation The Compensation Committee recommended, and the independent members of the Board determined, the Interim CEO’s compensation.

Compensation Discussion and Analysis / existing compensation practices · Dépôt 13/05/2026

These guidelines require independent directors, executive officers, and other key executives to acquire and hold a minimum dollar value of Kroger common shares as set forth below: Position Multiple Chief Executive Officer 6 times base salary President and Chief Operating Officer 4 times base salary Executive Vice Presidents and Senior Vice Presidents 3 times base salary Independent Directors 5 times annual cash retainer All covered individuals are expected to achieve the target level within five years of appointment to their positions.

Stock Ownership Guidelines / required multiples and compliance period · Dépôt 13/05/2026

✓ All five Board Committees are fully independent.

Corporate Governance Practices / committee independence · Dépôt 13/05/2026

✓ Robust code of ethics. Shareholder Rights ✓ Annual director election.

Corporate Governance Practices / annual director elections · Dépôt 13/05/2026

✓ No poison pill. ✓ Shareholders have the right to call a special meeting.

Corporate Governance Practices / poison pill and special-meeting rights · Dépôt 13/05/2026

As part of our ongoing dialogue with our shareholders regarding governance matters, in 2025, we requested meetings with 18 shareholders representing 37% of our outstanding shares during proxy season and off-season engagement and subsequently met with 17 shareholders representing 29% of our outstanding shares.

Shareholder Engagement / actual 2025 shareholder meetings · Dépôt 13/05/2026

Full-Year 2026 Guidance* Adjusted Metric* FY26 Guidance as of June 18, 2026 FY26 Guidance as of September 11, 2026 Identical Sales without fuel** 1.0% - 2.0% 0.2% - 0.8% FIFO Operating Profit $5.0 - $5.2 billion $5.0 - $5.2 billion EPS $5.10 - $5.30 $5.10 - $5.30 Free Cash Flow $2.7 - $2.9 billion $2.7 - $2.9 billion Cap Ex $3.8 - $4.0 billion $3.8 - $4.0 billion Tax Rate*** 23% 23% * Without adjusted items, if applicable.

Full-Year 2026 Guidance / September reduction in identical-sales outlook · Dépôt 11/09/2026

Historique des publications

Historique des publications
VersionMis à jourAvantage concurrentiel
619/10/2026uncertain
519/10/2026uncertain
418/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Indisponible

Sources

Méthode et limites de l’analyse · Comprendre ce concept