The Kroger Co. Prices $1.5 Billion Senior Notes Offering Across Two Tranches

Offering Overview

The Kroger Co. filed a prospectus supplement under Rule 424(b)(5) for a registered public offering of $1,500,000,000 aggregate principal amount of senior unsecured notes across two tranches.

Tranche Terms

1. 5.800% Senior Notes due 2032

   • Principal Amount: $650,000,000
   • Maturity Date: February 15, 2032
   • Public Offering Price: 99.967% of principal amount ($649,785,500 total)
   • Underwriting Discount: 0.600% ($3,900,000)
   • Proceeds to Kroger (before expenses): $645,885,500 (99.367%)
   • Interest Dates: Semi-annually on February 15 and August 15, commencing February 15, 2027
   • Par Call Date: January 15, 2032 (1 month prior to maturity)
   • Make-Whole Spread: Treasury Rate plus 15 basis points

2. 6.200% Senior Notes due 2036

   • Principal Amount: $850,000,000
   • Maturity Date: November 1, 2036
   • Public Offering Price: 99.756% of principal amount ($847,926,000 total)
   • Underwriting Discount: 0.650% ($5,525,000)
   • Proceeds to Kroger (before expenses): $842,401,000 (99.106%)
   • Interest Dates: Semi-annually on May 1 and November 1, commencing May 1, 2027
   • Par Call Date: August 1, 2036 (3 months prior to maturity)
   • Make-Whole Spread: Treasury Rate plus 15 basis points

Capital Structure & Ranking

• Ranking: Unsecured senior debt ranking equal in right of payment with all existing and future senior unsecured obligations (~$17.0 billion total debt as of August 15, 2026) and senior to any future subordinated debt.
• Liquidity Position: $2.75 billion committed revolving credit facility expiring September 13, 2029, with no outstanding commercial paper or credit facility draws as of August 15, 2026 ($4 million in letters of credit committed).

Use of Proceeds

Kroger estimates net proceeds of approximately $1.49 billion after underwriting discounts and offering expenses, intended to refinance debt maturing in October 2026 and for general corporate purposes.