The Kroger Co. Launches Senior Notes Offering Due 2032 and 2036

Executive Summary

On September 28, 2026, The Kroger Co. filed a preliminary prospectus supplement (Form 424B5) under its existing shelf registration statement (File No. 333-295223). The company is offering two series of senior debt securities: Senior Notes due 2032 and Senior Notes due 2036. The principal amounts, coupon rates, and offering prices are subject to completion at pricing.

Offering Structure & Terms

• Issuer: The Kroger Co.
• Securities Offered:
  • Senior Notes due 2032
  • Senior Notes due 2036
• Ranking: Senior unsecured obligations ranking pari passu with all existing and future senior unsecured indebtedness of Kroger (~$17.0 billion outstanding as of August 15, 2026).
• Interest Payments: Payable semi-annually, commencing in 2027.
• Denominations: Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
• Redemption Provisions: Callable prior to the applicable Par Call Date (one month prior to maturity for the 2032 notes; three months prior for the 2036 notes) at a make-whole redemption price based on the U.S. Treasury Rate plus a specified spread. Callable at par on or after the Par Call Date.
• Change of Control: Subject to a change of control repurchase offer upon a triggering event.
• Joint Book-Running Managers: Citigroup, Mizuho, and Wells Fargo Securities.

Use of Proceeds & Capital Structure Context

• Use of Proceeds: Kroger intends to use the net proceeds to refinance indebtedness maturing in October 2026 and for general corporate purposes.
• Liquidity & Debt Profile: As of August 15, 2026, Kroger had approximately $17.0 billion in total debt (including finance leases). The company maintains an undrawn $2.75 billion committed revolving credit facility maturing on September 13, 2029 (with an accordion feature up to an additional $2.0 billion), with $4 million committed in letters of credit.