The Kroger Co. Issues $1.5 Billion in Senior Notes to Refinance Maturing Debt

Overview of Filing

On October 5, 2026, The Kroger Co. filed a Current Report on Form 8-K under Item 8.01 (Other Events) announcing the closing of a $1.50 billion public debt offering registered under shelf Registration Statement No. 333-295223.

Offering Structure and Terms

The debt issuance consists of two senior unsecured tranches:

• $650,000,000 aggregate principal amount of 5.800% Senior Notes due 2032
  • Governed by the Fifty-First Supplemental Indenture dated October 5, 2026, between Kroger and U.S. Bank Trust Company, National Association, as Trustee.
• $850,000,000 aggregate principal amount of 6.200% Senior Notes due 2036
  • Governed by the Fifty-Second Supplemental Indenture dated October 5, 2026, between Kroger and U.S. Bank Trust Company, National Association, as Trustee.

Underwriters and Agreements

• Representatives: Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Wells Fargo Securities, LLC acted as representatives of the underwriting syndicate.
• Pricing & Underwriting Agreement: Executed as of September 28, 2026.

Use of Proceeds and Financial Impact

Kroger stated that net proceeds from the offering will be deployed primarily to refinance corporate debt maturing in October 2026, with remaining funds allocated toward general corporate purposes. This is a routine liability management transaction aimed at extending debt maturities and maintaining liquidity.