DEF 14A of Kroger Co, May 13, 2026

DEF 14A of Kroger Co

Filed May 13, 2026 · FY20250001104659-26-060250

Open on EDGAR

  1. Director Nominee Highlights

    Director Nominee Highlights

  2. Director Nominee Highlights

    | | | | | Standing Committee Membership | | | | | | Other Public | | | | | | Director | | | | | | Company | | Name | Age' | Primary Occupation | Independent | Since | A | C&T | CG | F | PR | Boards | | Nora A. Aufreiter | 66 | Director Emeritus of McKinsey & Company | ✓ | 2014 | | | | ● | | 2 | | Kevin M. Brown | 63 | Executive Vice President and Chief Supply Chain Officer of Dell Technologies | ✓ | 2021 | | ● | | | ● | | | Mitchell R. Butier | 53 | Chairman of Avery Dennison Corp. | ✓ | | | | | | | 1 | | Gregory S. Foran | 64 | Chief Executive Officer | | 2026 | | | | | | 1 | | Anne Gates | 66 | Former President of MGA Entertainment, Inc. | ✓ | 2015 | $ | | ● | | | 2 | | Karen M. Hoguet | 69 | Former Chief Financial Officer of Macey’s, Inc. | ✓ | 2019 | $ ● | | | | | | | Ronald L. Sargent | 70 | Chairman of the Board | | 2006 | | | | | | 2 | | J. Amanda Sourry Knox (Amanda Sourry) | 62 | Former President of North America for Unilever | ✓ | 2021 | | | | ● | | 1 | | Mark S. Sutton † | 64 | Former Chairman and Chief Executive Officer of International Paper | ✓ | 2017 | | ● | | | | | | Ashok Vemuri | 58 | Former Chief Executive Officer and Director of Conduent Incorporated | ✓ | 2019 | $ ● | | | ● | | 1 |

  3. Director Nominee Highlights

    | A | Audit Committee | | Committee Chair* | Age as of record date | | C&T | Compensation & Talent Development Committee | | Financial Expert† | Lead Director | | CG | Corporate Governance Committee | | | | | F | Finance Committee | | | | | PR | Public Responsibilities Committee Member | | | |

  4. 2026 Director Nominee Skills and Experience

    2026 Director Nominee Skills and Experience

  5. Key Attributes and Skills of All Kroger Director Nominees

    Key Attributes and Skills of All Kroger Director Nominees

  6. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Intellectual and analytical skills |

  7. Key Attributes and Skills of All Kroger Director Nominees

    | ● | High integrity and business ethics |

  8. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Strength of character and judgment |

  9. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to devote significant time to Board duties |

  10. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Desire and ability to continually build expertise in emerging areas of strategic focus for our Company |

  11. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Demonstrated support of our longstanding values of diversity and inclusion |

  12. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Business and professional achievements |

  13. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to represent the interests of all shareholders |

  14. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Knowledge of corporate governance matters |

  15. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Understanding of the advisory and proactive oversight responsibility of our Board |

  16. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Comprehension of the responsibility of a public company director and the fiduciary duties owed to shareholders |

  17. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to work cooperatively with other members of the Board |

  18. Key Attributes and Skills of All Kroger Director Nominees

    | | Nora Aufreiter | Kevin Brown | Mitchell Butier | Greg Foran | Anne Gates | Karen Hoguet | Ronald Sargent | Amanda Sourry | Mark Sutton | Ashok Vemuri | Total (of 10) | | Business Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Retail | ● | | | ● | ● | ● | ● | ● | | | 6 | | Consumer | ● | ● | | ● | ● | ● | ● | ● | | | 7 | | Financial Expertise | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Risk Management | | ● | ● | ● | ● | ● | ● | ● | ● | ● | 9 | | Operations & Technology | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Manufacturing | | ● | ● | | ● | | | | ● | | 4 | | Responsible Business Practices | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 |

  19. Item No. 1 – Election of Directors

    Item No. 1 – Election of Directors You are being asked to elect 10 director nominees for a one-year term. The Committee memberships stated below are those in effect as of the date of this proxy statement. Ms. Elaine Chao and Mr. Clyde Moore have not been nominated for re-election and will retire from the Board effective June 25, 2026, following the Annual Meeting, when their terms will expire.

  20. Item No. 1 – Election of Directors

    | FOR | The Board of Directors unanimously recommends that you vote “FOR ALL” of Kroger’s director nominees. |

  21. Item No. 1 – Election of Directors

    | | | | | Standing Committee Membership | | | | | | Other Public | | | | | | Director | | | | | | Company | | Name | Age' | Primary Occupation | Independent | Since | A | C&T | CG | F | PR | Boards | | Nora A. Aufreiter | 66 | Director Emeritus of McKinsey & Company | ✓ | 2014 | | | | ● | | 2 | | Kevin M. Brown | 63 | Executive Vice President and Chief Supply Chain Officer of Dell Technologies | ✓ | 2021 | | ● | | | ● | | | Mitchell R. Butier | 53 | Chairman of Avery Dennison Corp. | ✓ | | | | | | | 1 | | Gregory S. Foran | 64 | Chief Executive Officer | | 2026 | | | | | | 1 | | Anne Gates | 66 | Former President of MGA Entertainment, Inc. | ✓ | 2015 | $ | | ● | | | 2 | | Karen M. Hoguet | 69 | Former Chief Financial Officer of Macey’s, Inc. | ✓ | 2019 | $ ● | | | | | | | Ronald L. Sargent | 70 | Chairman of the Board | | 2006 | | | | | | 2 | | J. Amanda Sourry Knox (Amanda Sourry) | 62 | Former President of North America for Unilever | ✓ | 2021 | | | | ● | | 1 | | Mark S. Sutton † | 64 | Former Chairman and Chief Executive Officer of International Paper | ✓ | 2017 | | ● | | | | | | Ashok Vemuri | 58 | Former Chief Executive Officer and Director of Conduent Incorporated | ✓ | 2019 | $ ● | | | ● | | 1 |

  22. Item No. 1 – Election of Directors

    | A | Audit Committee | | Committee Chair* | Age as of record date | | C&T | Compensation & Talent Development Committee | | Financial Expert† | Lead Director | | CG | Corporate Governance Committee | | | | | F | Finance Committee | | | | | PR | Public Responsibilities Committee Member | | | |

  23. Item No. 1 – Election of Directors

    As of the date of this proxy statement, Kroger’s Board of Directors consists of 11 members. The number of nominees for election of the Board of Directors is ten. Each nominee, if elected at the 2026 Annual Meeting, will serve until the Annual Meeting in 2027 or until his or her successor has been elected by the shareholders or by the Board pursuant to Kroger’s Code of Regulations and qualified. Each of our director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by Kroger’s shareholders. Kroger’s Articles of Incorporation provide that the vote required for election of a director nominee by the shareholders, except in a contested election or when cumulative voting is in effect, is the affirmative vote of a majority of the votes cast for or against the election of a nominee. The experience, qualifications, attributes, and skills that led the Corporate Governance Committee and the Board to conclude that the following individuals should serve as directors are set forth opposite each individual’s name below. The chart below shows the skills and experience that we consider important for our directors in light of our current business, strategy, and structure. In addition, all of our Director Nominees demonstrate the following qualities:

  24. Key Attributes and Skills of All Kroger Director Nominees

    Key Attributes and Skills of All Kroger Director Nominees

  25. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Intellectual and analytical skills |

  26. Key Attributes and Skills of All Kroger Director Nominees

    | ● | High integrity and business ethics |

  27. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Strength of character and judgment |

  28. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to devote significant time to Board duties |

  29. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Desire and ability to continually build expertise in emerging areas of strategic focus for our Company |

  30. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Demonstrated support of our longstanding values of diversity and inclusion |

  31. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Business and professional achievements |

  32. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to represent the interests of all shareholders |

  33. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Knowledge of corporate governance matters |

  34. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Understanding of the advisory and proactive oversight responsibility of our Board |

  35. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Comprehension of the responsibility of a public company director and the fiduciary duties owed to shareholders |

  36. Key Attributes and Skills of All Kroger Director Nominees

    | ● | Ability to work cooperatively with other members of the Board |

  37. Key Attributes and Skills of All Kroger Director Nominees

    | | Nora Aufreiter | Kevin Brown | Mitchell Butier | Greg Foran | Anne Gates | Karen Hoguet | Ronald Sargent | Amanda Sourry | Mark Sutton | Ashok Vemuri | Total (of 10) | | Business Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Retail | ● | | | ● | ● | ● | ● | ● | | | 6 | | Consumer | ● | ● | | ● | ● | ● | ● | ● | | | 7 | | Financial Expertise | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Risk Management | | ● | ● | ● | ● | ● | ● | ● | ● | ● | 9 | | Operations & Technology | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Manufacturing | | ● | ● | | ● | | | | ● | | 4 | | Responsible Business Practices | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 10 |

  38. Board Nominees for Directors for Terms of Office Continuing until 2027

    Board Nominees for Directors for Terms of Office Continuing until 2027

  39. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Nora A. Aufreiter Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting firm. She retired in June 2014 after more than 27 years with McKinsey, most recently as a director and senior partner. During that time, she worked extensively in the U.S., Canada, and internationally with major retailers, financial institutions, and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of The Bank of Nova Scotia and is chair of the Board of Directors of MYT Netherlands Parent B.V., the parent company of MyTheresa.com, an e- commerce retailer. She is also on the board of a privately held company, Cadillac Fairview, a subsidiary of Ontario Teachers’ Pension Plan, which is one of North America’s largest owners, operators, and developers of commercial real estate. Ms. Aufreiter is chair of the board of St. Michael’s Hospital and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario, Canada. Ms. Aufreiter has extensive business experience in a variety of retail sectors, including more than 10 years of corporate governance experience, more than 30 years of personnel and leadership development experience, and more than 10 years of real estate experience. Her vast experience in leading McKinsey’s North American Retail Practice, North American Branding service line and the Consumer Digital and Omnichannel service line is of particular value to the Board. In addition, during her tenure with McKinsey, the firm advised consulting clients on a variety of matters, including sustainability topics and setting and achieving sustainability goals, which is of value to the Board and the Public Responsibilities Committee. Ms. Aufreiter has served on our Public Responsibilities Committee for eleven years, the last six as chair. In 2021, she led the Board’s review of its responsible business strategy to clarify committee oversight of the different elements of this strategy. She also brings to the Board valuable insight on commercial real estate. In her current role as Chair of the Human Capital and Compensation Committee of The Bank of Nova Scotia, Ms. Aufreiter has responsibility for overseeing senior management succession and CEO evaluation and incentive compensation. In her previous role as Chair of the Corporate Governance Committee of The Bank of Nova Scotia, Ms. Aufreiter had responsibility for overseeing shareholder engagement, board succession planning, and sustainability strategy and priorities. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities Committee. | | Age 66 | Director Since 2014 | | | Committees: Finance Public Responsibilities(1) Qualifications: Business Management Retail Consumer Financial Expertise Operations & Technology Responsible Business Practices | | |

  40. Board Nominees for Directors for Terms of Office Continuing until 2027

    (1)Denotes Chair of Committee

  41. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Kevin M. Brown Mr. Brown is the Executive Vice President of Global Operations and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. During his tenure at Dell, he has had key leadership roles, including Chief Procurement Officer, and was instrumental in establishing manufacturing operations in the U.S. and Asia. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career, including Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply Chain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry at Newport News Shipbuilding, where he held leadership roles in reactor plant engineering, construction management and facilities. Mr. Brown currently serves on the boards of The George Washington University, the John F. Kennedy Library Foundation, and The Howard University Center for Supply Chain Excellence. He is also a member of the board of trustees for The Hotchkiss School and a life-member on the Council on Foreign Relations. Mr. Brown is a global leader with extensive leadership experience and supply chain innovation experience. His efforts led Dell to be recognized as having one of the most efficient, sustainable, and innovative supply chains. Mr. Brown has established himself as an authority on sustainable business practices. His combined deep global supply chain and procurement expertise and track record of sustainability and resilience leadership, as well as his experience in circular economic business practices, are of value to the Board in his role as director and member of the Public Responsibilities Committee. His deep expertise in all matters related to supply chain, supply chain resilience, and risk and crisis management are of particular value to the Board. | | Age 63 | Director Since 2021 | | | Committees: Compensation and Talent Development Public Responsibilities Qualifications: Business Management Consumer Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices | | |

  42. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Mitchell R. Butier Mr. Butier currently serves as the Non-Executive Chairman of Avery Dennison Corporation, a global materials science and digital identification solutions company, a position he has held since April 2025. Previously, Mr. Butier served as the Executive Chairman and CEO of Avery Dennison from April 2019 until August 2023. Mr. Butier served as Avery Dennison’s CEO from May 2016 to April 2019 and, after joining Avery Dennison in 2000, held roles of increasing responsibility and leadership, including CFO and COO, gaining technical expertise in packaging and finance and experience in manufacturing and operations, material science and technology. Mr. Butier is of value to the Board due to his extensive leadership experience, having held roles of increasing responsibility at Avery Dennison. Additionally, he brings to the Board his financial expertise as well as his experience in marketing, M&A, cybersecurity, and R&D that he gained as CEO of Avery Dennison. | | Age 53 | Director Since | | | Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices | | |

  43. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Gregory S. Foran Mr. Foran was elected Chief Executive Officer effective February 2026. He was also appointed as a member of the Board effective February 2026. Mr. Foran previously served as the Chief Executive Officer of Air New Zealand Limited, a public airline, from February 2020 until October 2025. Prior to joining Air New Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief Executive Officer, Walmart U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia region from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014. Mr. Foran brings to the Board extensive experience in global retail with increasing levels of responsibility and leadership at Walmart and Woolworth. During his 30 years at Woolworth, he progressed from store -level operations to senior leadership roles, overseeing their operations in New Zealand and Australia. During his tenure at Walmart, his efforts revitalized Walmart’s U.S. business by focusing on improving store conditions, enhancing customer service and strengthening the company’s competitive position. Mr. Foran also led the expansion of Walmart’s omnichannel customer experience. In his role as CEO of Air New Zealand, he successfully steered the organization through COVID and the subsequent related supply chain disruptions and led complex labor negotiations. His retail leadership experience, as well as his understanding of retail operations and eCommerce, are of value to the Board. | | Age 64 | Director Since 2026 | | | Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  44. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Anne Gates Ms. Gates was President of MGA Entertainment, Inc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her retirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included Chief Financial Officer for Disney Consumer Products (DCP) and Managing Director, DCP, Europe, and emerging markets. She is currently the Chair of the Board of Directors of Tapestry, Inc., where she serves as Chair of the Governance Committee, serves on the Audit Committee, and is on the Tapestry Foundation Board. She is also a director of Raymond James Financial, Inc., where she is the Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is also a member of the Boards of the Salzburg Global Seminar, PBS SoCal, Save the Children, and the Packard Foundation. Ms. Gates has extensive experience in the retail and consumer products industry. She brings to Kroger financial expertise gained while serving as President of MGA and CFO of a division of The Walt Disney Company. Ms. Gates has a broad business background in finance, marketing, strategy and business development, including international business. As the chair of the Corporate Governance Committee at Raymond James Financial, Inc., she oversees its code of ethics, board composition, shareholder proposals, and shareholder engagements efforts. These experiences combined with her experience as the Chair of the Board of Tapestry and its Governance Committee are of particular value to the Board in her role as an independent director and member of the Corporate Governance Committee. Her financial leadership and consumer products expertise is of particular value to the Board. Ms. Gates has been designated an Audit Committee financial expert and serves as Chair of the Audit Committee. | | Age 66 | Director Since 2015 | | | Committees: Audit(1) Corporate Governance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices | | |

  45. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Karen M. Hoguet Ms. Hoguet served as the Chief Financial Officer of Macy’s, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer until her retirement in 2019. Previously, she served on the board of Nielsen Holdings plc, as the chairman of the Audit Committee and a member of the Finance Committee. She also serves on the board of UC Health. Ms. Hoguet has extensive financial and operational leadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations, delivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive knowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as well as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround of Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions, divestitures and other strategic changes, including building an omnichannel model and developing a new strategic approach to real estate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience are of value to the Board, as is her public company experience, both as a long-serving executive and as a board member. In addition, her strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities are of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance Committee. | | Age 69 | Director Since 2019 | | | Committees: Audit Finance(1) Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  46. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Ronald L. Sargent Mr. Sargent has served as Chairman of the Board since March 2025 and also served as Interim Chief Executive Officer from March 2025 to February 2026. Mr. Sargent has been a Kroger director since 2006 and served as the Lead Director from June 2018 to March 2025. He was Chairman and Chief Executive Officer of Staples, Inc., a business products retailer, from 2002 until his retirement as Chief Executive Officer in 2016 and as Chairman in 2017, after joining the company in 1989. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in several roles across stores, sales, marketing, manufacturing and strategy. Mr. Sargent also serves on the Boards of Wells Fargo & Company and Five Below, Inc. Mr. Sargent has extensive retail experience, first with Kroger and then with increasing levels of responsibility and leadership at Staples, Inc. His efforts helped carve out a new market niche for the international retailer. In his role as Chair of the Wells Fargo Human Resources Committee, he oversees human capital management, human capital risk, culture and ethics. In his role as a member of the Five Below Nominating and Corporate Governance Committee, he oversees social and environmental governance, including corporate citizenship. He also serves as the Chair of the Five Below Talent and Compensation Committee. These committee experiences are of value to the Board, as is his understanding of retail operations, consumer insights, and e- commerce. Mr. Sargent’s strong insights into corporate governance and his executive leadership experience are also of value to the Board. | | Age 70 | Director Since 2006 | | | Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  47. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | J. Amanda Sourry Knox (Amanda Sourry) Ms. Sourry was President of North America for Unilever plc, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm’s UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently serves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management Development Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused on delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee, the Audit and Risk Committee, and the Sustainability Committee. Ms. Sourry has extensive experience in the CPG and retail industry. As a member of PVH Corp.’s Nominating, Governance & Management Development Committee and as Chair of its Compensation Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of talent leadership programs as it relates to management development, leadership assessment and succession planning programs and processes is of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to the Board her extensive global marketing and business experience in consumer-packaged goods, as well as customer development, including having overseen Unilever’s digital efforts. Ms. Sourry was actively involved in Unilever’s global talent and sustainability initiatives which is of value to the Board and to the Compensation & Development Committee. She also has a track record of driving profitable growth in operating companies and global categories in both developed and emerging markets. Ms. Sourry’s history in profit and loss responsibility and oversight, brand management, people leadership and capabilities development is of value to the Board. | | Age 62 | Director Since 2021 | | | Committees: Compensation & Talent Development(1) Finance Qualifications: Business Management Retail Consumer Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  48. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Mark S. Sutton Mr. Sutton was Chairman and Chief Executive Officer of International Paper Company, a leading global producer of renewable fiber-based packaging, pulp, and paper products until his retirement in 2024. Prior to becoming CEO in 2014, he served as President and Chief Operating Officer with responsibility for running International Paper’s global business. Mr. Sutton joined International Paper in 1984 as an Electrical Engineer. He held roles of increasing responsibility throughout his career, including Mill Manager, Vice President of Corrugated Packaging Operations across Europe, the Middle East and Africa, Vice President of Corporate Strategic Planning, and Senior Vice President of several business units, including global supply chain. He serves on the board of directors of the Louisiana State University Foundation. Mr. Sutton has extensive leadership experience with increasing levels of responsibility and leadership at International Paper. At International Paper, he oversaw its robust sustainability disclosures which are aligned with GRI, and its Vision 2030, which set forth ambitious forest stewardship targets and plans to transition to renewable solutions and sustainable operations. He also oversaw International Paper’s Vision 2030 goals pertaining to diversity and inclusion. He brings to the Board the critical thinking that comes with an electrical engineering background, as well as his experience leading a global company with labor unions. His strong strategic planning background, manufacturing and supply chain experience, and his leadership are of value to the Board. Mr. Sutton serves as Chair of the Corporate Governance Committee and Lead Director of the Board. Mr. Sutton’s global executive leadership and his corporate governance experience as Chairman and CEO of International Paper serve as the basis for his leadership role as Lead Director. | | Age 64 | Director Since 2017 | | | Committees: Compensation & Talent Development Corporate Governance(1) Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Manufacturing Responsible Business Practices | | |

  49. Board Nominees for Directors for Terms of Office Continuing until 2027

    | | | Ashok Vemuri Mr. Vemuri was Chief Executive Officer and a Director of Conduent Incorporated, a global digital interactions company, from its inception as a result of the spin-off from Xerox Corporation in January 2017 to 2019. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation from July 2016 to December 2016. Prior to that, he was President, Chief Executive Officer, and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of Capgemini, from 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and technology services company, in a variety of leadership and business development roles and served on the board of Infosys from 2011 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America. Mr. Vemuri is a member of The Board of Directors of Opal Fuels and is chair of its Audit Committee. Mr. Vemuri brings to the Board a proven track record of leading technology services companies through growth and corporate transformations. His experience as CEO of global technology companies, as well as his experience with cyber security and risk oversight, are of value to the Board as he brings a unique operational, financial, and client experience perspective. Additionally, Mr. Vemuri served on our Public Responsibilities Committee which gives him additional perspectives on risk oversight that he brings to the Audit Committee. Mr. Vemuri has been designated an Audit Committee financial expert. | | Age 58 | Director Since 2019 | | | Committees: Audit Finance Qualifications: Business Management Financial Expertise Risk Management Operations & Technology Responsible Business Practices | | |

  50. Board Nominees for Directors for Terms of Office Continuing until 2027

    YOUR VOTE IS EXTREMELY IMPORTANT. The Board of Directors unanimously recommends a vote “FOR ALL” of Kroger’s director nominees.

  51. Information Concerning the Board of Directors

    Information Concerning the Board of Directors

  52. Board Succession Planning and Director Nominee Selection Process

    Board Succession Planning and Director Nominee Selection Process Board succession planning is an ongoing, year-round process. The Corporate Governance Committee recognizes the importance of thoughtful Board refreshment and engages in a continuing process of identifying attributes sought for future Board members. The Corporate Governance Committee takes into account the Board and Committee evaluations regarding the specific qualities, skills, and experiences that would contribute to overall Board and Committee effectiveness, as well as the future needs of the Board and its Committees in light of Kroger’s current and long-term business strategies, and the skills and qualifications of directors who are expected to retire in the future, including as a result of our Board retirement policy. Under our retirement policy, directors retire at the annual meeting following their 72nd birthday, unless: (A) on that date, the director has served on the Board for fewer than ten years, in which case the director will retire from the Board on the date of the annual meeting next following the earlier of (i) the director’s 75th birthday or (ii) the 10- year anniversary of the director’s initial election to the Board; or (B) the Board determines that it is in the best interests of the Company to extend the retirement date for an additional period of time as deemed reasonable and appropriate by the Board. The Corporate Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. The Corporate Governance Committee recruits candidates for Board membership through its own efforts and through recommendations from other directors and shareholders. In addition, the Corporate Governance Committee retains an independent, third-party search firm to assist in identifying and recruiting director candidates who meet the criteria established by the Corporate Governance Committee. Mr. Butier was recommended to the Nominating and Corporate Governance Committee by an independent third-party search firm. The above referenced criteria are:

  53. Board Succession Planning and Director Nominee Selection Process

    | ● | demonstrated ability in fields considered to be of value to the Board, including business management, retail, consumer, operations, technology, financial, sustainability, manufacturing, public service, education, science, law, and government; |

  54. Board Succession Planning and Director Nominee Selection Process

    | ● | experience in high growth companies and business experience that can help the Company innovate and derive new value from existing assets; |

  55. Board Succession Planning and Director Nominee Selection Process

    | ● | highest standards of personal character and conduct; |

  56. Board Succession Planning and Director Nominee Selection Process

    | ● | willingness to fulfil the obligations of directors and to make the contribution of which he or she is capable, including regular attendance and participation at Board and Committee meetings, and preparation for all meetings, including review of all meeting materials provided in advance of the meeting; and |

  57. Board Succession Planning and Director Nominee Selection Process

    | ● | ability to understand the perspectives of Kroger’s customers, taking into consideration the diversity of our customers, including regional and geographic differences. |

  58. Board Succession Planning and Director Nominee Selection Process

    The Corporate Governance Committee also considers the specific experience and abilities of director candidates in light of our current business, strategy, and structure, and the current or expected needs of the Board in its identification and recruitment of director candidates and diversity of experience, skills and background. The criteria for Board membership applied by the Corporate Governance Committee in its evaluation of potential Board members does not vary based on whether a candidate is recommended by our directors, a third-party search firm, or shareholders.

  59. Director Compensation

    Director Compensation

  60. 2025 Director Compensation

    2025 Director Compensation The following table describes the fiscal year 2025 compensation for independent directors. Mr. Sargent, during his tenure as our Interim CEO, and Mr McMullen, our former CEO, did not receive compensation for their Board service. Mr. Sargent, our Chairman of the Board, served as an independent director and lead director for the months of February and a portion of March, 2025 and received compensation as such.

  61. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Change in Pension Value and Nonqualified Deferred Compensation(2) | Total | | Nora A. Aufreiter | $124,628 | $198,892 | $0 | $323,520 | | Kevin M. Brown | $104,688 | $198,892 | $0 | $303,580 | | Elaine L. Chao | $104,688 | $198,892 | $0 | $303,580 | | Anne Gates | $139,583 | $198,892 | $0 | $338,475 | | Karen M. Hoguet | $134,598 | $198,892 | $0 | $333,490 | | Clyde R. Moore | $117,961 | $198,892 | $4,599 | $321,452 | | Ronald L. Sargent | $28,647 | $0 | $6,837 | $35,484 | | Amanda Sourry | $118,023 | $198,892 | $0 | $316,915 | | Mark S. Sutton | $159,688 | $198,892 | $0 | $358,580 | | Ashok Vemuri | $114,658 | $198,892 | $0 | $313,550 |

  62. 2025 Director Compensation

    | (1) Amounts reported in the Stock Awards column represent the aggregate grant date fair value of the annual incentive share award, computed in accordance with FASB ASC Topic 718. On July 15, 2025, each independent director then serving received 2,767 incentive shares with a grant date fair value of $198,892. |

  63. 2025 Director Compensation

    | (2) The amount reported for Mr. Sargent represents preferential earnings on nonqualified deferred compensation. For a complete explanation of preferential earnings, please refer to footnote 5 to the Summary Compensation Table. Mr. Moore’s pension value increased by $4,599 which represents the change in actuarial present value of his accumulated benefit under the pension plan for independent directors. This change in value of accumulated pension benefits is included in the Director Compensation Table above. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, average annual earnings, and the assumptions used to determine the present value, such as the discount rate. The increase in the actuarial present value of his accumulated pension benefit for 2025 is primarily due to a decrease in the discount rate which was offset due to aging. |

  64. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We maintain a deferred compensation plan for independent directors. Participants may defer up to 100% of their cash compensation and/or the receipt of all (and not less than all) of the annual award of incentive shares.

  65. Fiscal 2025 Financial and Strategic Performance Highlights

    Fiscal 2025 Financial and Strategic Performance Highlights Kroger achieved strong results in 2025 as we executed on our strategy of focusing on growing households and increasing customer loyalty by delivering great value and convenience, and investing in Fresh, Our Brands, Personalization, and eCommerce. In 2025, we achieved an increase in ID Sales, without fuel, of 2.9%, excluding adjustment items, and adjusted FIFO operating profit of $4.9 billion. We have built a digital platform that allows customers to shift effortlessly between store, pick up, and delivery solutions. In 2025, we increased eCommerce sales, led by a strong demand for our Delivery solutions. As part of our Zero Hunger | Zero Waste social and environmental impact plan, in 2025, we donated 536 million meals to feed families across America. Our proven go-to-market strategy enables us to successfully navigate many operating environments. We believe that by delivering value for our customers, investing in our associates and serving our communities, we will continue to achieve attractive and sustainable total returns for our shareholders.

  66. Our Compensation Philosophy and Objectives

    | ● | Compensation must be designed to attract, retain and motivate those individuals who are best suited to be an NEO at Kroger and drive long-term value for shareholders. | | ● | A significant portion of pay should be performance-based, with the percentage of total pay tied to performance increasing proportionally with an NEO’s level of responsibility. | | ● | Compensation should include incentive-based pay to drive performance, providing superior pay for superior performance, including both a short- and long-term focus. | | ● | Compensation policies should include an opportunity for, and a requirement of, significant equity ownership to align the interests of NEOs and shareholders. | | ● | Components of compensation should be tied to an evaluation of business and individual performance measured against metrics that directly drive our business strategy. | | ● | Compensation plans should provide a direct line of sight to Company performance. | | ● | Compensation programs should be aligned with market practices. | | ● | Compensation programs should serve to both motivate and retain talent. |

  67. 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 | | |

  68. Establishing Each Component of Executive Compensation

    Establishing Each Component of Executive Compensation The Compensation Committee recommended, and the independent members of the Board determined, the Interim CEO’s compensation. In 2025, the Interim CEO recommended, and the Compensation Committee determined, each component of the other NEOs’ compensation. The Compensation Committee made changes to NEO compensation in March of 2025. Equity awards were granted in March and salary and annual incentive plan increases were effective April 1, 2025. The Compensation Committee determines the amount of each NEO’s salary, annual cash incentive plan target, and long-term equity compensation by taking into consideration numerous factors including:

  69. Establishing Each Component of Executive Compensation

    | ● | An assessment of individual contribution and performance; | | ● | Comparative compensation analysis involving comparable positions at peer group companies; | | ● | Level in organization and tenure in role; and | | ● | Internal equity among executives. |

  70. Establishing Each Component of Executive Compensation

    At the end of each year, individual performance is evaluated based on the NEO’s performance objectives listed above, and the results of that evaluation are used in the determination of salary increases, target bonus opportunities, and the grant amount of all equity awards: restricted stock and stock options, which are time-based, and performance units granted under the long-term incentive plan, which are performance-based.

  71. 2025 Annual Incentive Plan

    2025 Annual Incentive Plan The NEOs participate in a corporate performance-based annual cash incentive plan. The corporate annual cash incentive plan is a broad-based plan used across the Kroger enterprise. Approximately 46,000 associates are eligible to receive incentive payouts based all or in part on the incentive plan described below. The value of annual cash incentive awards that the NEOs earn each year is based upon Kroger’s overall company performance compared to goals established by the Compensation Committee based on the business plan adopted by the Board of Directors. A minimum level of performance must be achieved before any payout is earned, while a payout of up to 210% of target incentive potential can be achieved for superior performance on the corporate plan metrics. There are no guaranteed or minimum payouts; if none of the performance goals are achieved, then no incentive is earned and no payout is made. The annual cash incentive plan is designed to encourage decisions and behavior that drive the annual operating results and the long-term success of the Company. Kroger’s success is based on a combination of factors, and accordingly, the Compensation Committee believes that it is important to encourage behavior that supports multiple elements of our business strategy. NEO target incentive potentials for fiscal years 2024 and 2025, were as follows:

  72. 2025 Annual Incentive Plan

    | Name | 2024 Target Annual Incentive | 2025 Target Annual Incentive | | Ronald Sargent | - | - | | David J.C. Kennerley | - | $800,000 | | Mary Ellen Adcock | $900,000 | $900,000 | | Yael Cosset | $950,000 | $1,000,000 | | Timothy A. Massa | $900,000 | $990,000 | | Todd A. Foley | $700,000 | $700,000 | | W. Rodney McMullen | $2,900,000 | - |

  73. 2025 Annual Incentive Plan Metrics

    2025 Annual Incentive Plan Metrics Potential payouts under the plan are based on Company performance on three primary metrics: ID Sales, excluding Fuel and Pharmacy, Adjusted FIFO Operating Profit, including Fuel and Pharmacy, and Pharmacy Script Count Growth, plus a potential kicker based on Composite Scores. The performance objectives are shown in the grid below, with payouts interpolated for actual performance between levels.

  74. 2025 Annual Incentive Plan Metrics

    | Metric | Rationale for Use | | ID Sales, excluding Fuel and Pharmacy | ● Identical Sales (“ID Sales”) represent sales, excluding fuel and pharmacy, at our supermarkets that have been open without expansion or relocation for five full quarters, excluding supermarket fuel sales, plus sales growth at all other customer-facing non-supermarket businesses. | | | ● We believe that ID Sales are the best measure of real growth of our sales across the enterprise. A key driver of our model is ID Sales growth, without fuel. | | | ● This financial metric equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. | | Adjusted FIFO Operating Profit, including Fuel and Pharmacy | ● Adjusted FIFO Operating Profit, including fuel and pharmacy, is a key measure of company success as it tracks our earnings from operations, and it measures our day-to-day operational effectiveness. It is a useful measure to investors because it reflects the revenue and expense that a company can control. | | Pharmacy Script Count | ● Pharmacy sales results are volatile due to multiple factors including GLP-1 growth, Inflation Reduction Act, and mix changes. | | | ● Measures the success of growing our prescription business. | | Composite Score Kicker* | ● Achieving a high composite score reflects execution of an improved customer experience through operational excellence and consistent delivery of our standard of performance, which ultimately drives higher sale and earnings results. |

  75. 2025 Annual Incentive Plan Metrics

    *Composite Score Kicker metric provides that an additional 10% payout can be earned if 70% of stores are at 62%+ for composite score and less than 5% of stores are at 0% to 50% composite score. There is no payout of the Composite Score Kicker if the foregoing metrics are not met. The goals established by the Compensation Committee were as follows:

  76. 2025 Annual Incentive Plan Metrics

    | Annual 2025 AIP Grid | | | Total Identical Sales Excluding Fuel & Pharmacy | | | | | | | | | | | | | | | | | | | 0.00% | 0.40% | 0.75% | 1.00% | 1.25% | 1.50% | 1.70% | 1.90% | 2.10% | 2.30% | 2.55% | 2.80% | 3.05% | 3.50% | 4.00% | | Adjusted FIFO Operating Profit ($M) | ≥ | 4,410 | 0% | 5% | 30% | 35% | 40% | 45% | 50% | 60% | 70% | 75% | 80% | 85% | 90% | 100% | 120% | | | ≥ | 4,610 | 5% | 15% | 40% | 45% | 50% | 55% | 60% | 70% | 80% | 85% | 90% | 95% | 100% | 110% | 130% | | | ≥ | 4,710 | 10% | 25% | 50% | 55% | 60% | 65% | 70% | 80% | 90% | 95% | 100% | 105% | 110% | 120% | 140% | | | ≥ | 4,810 | 15% | 35% | 60% | 65% | 70% | 75% | 80% | 90% | 100% | 105% | 110% | 115% | 120% | 130% | 150% | | | ≥ | 4,910 | 20% | 45% | 70% | 75% | 90% | 93% | 97% | 100% | 110% | 115% | 120% | 125% | 130% | 140% | 160% | | | ≥ | 5,010 | 25% | 55% | 80% | 85% | 100% | 103% | 107% | 110% | 120% | 125% | 130% | 135% | 140% | 150% | 170% | | | ≥ | 5,110 | 30% | 65% | 90% | 105% | 110% | 113% | 117% | 120% | 130% | 135% | 140% | 145% | 150% | 160% | 180% | | | ≥ | 5,210 | 35% | 75% | 100% | 110% | 120% | 123% | 127% | 130% | 140% | 145% | 150% | 155% | 160% | 170% | 190% | | | ≥ | 5,410 | 40% | 85% | 110% | 120% | 130% | 133% | 137% | 140% | 150% | 155% | 160% | 165% | 170% | 180% | 200% |

  77. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    2025 Annual Incentive Plan – Actual Results and Payout Percentage

  78. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    | Corporate Plan Metric | 2025 Performance(1) | Weight | Payout | | Identical Sales, excluding fuel & pharmacy | 1.13% | 90% | 82.04% | | Adjusted Net Operating Profit, including fuel and pharmacy | $4.9 B | | | | Pharmacy Script Count Growth (2) | 10% | 10% | 100% | | Composite Score Kicker | | | 10% | | Total Payout | | | 93.84% |

  79. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    | (1) See grid above. |

  80. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    | (2) The pharmacy script growth metric could be paid out up to 10% if the Company achieved pharmacy script growth above a pre-determined growth target. There were various cut-ins if the pharmacy script growth metric did not hit the target. |

  81. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    Following the close of the 2025 fiscal year, the Compensation Committee reviewed Kroger’s performance against each of the metrics outlined above and determined the extent to which Kroger achieved those objectives. Our performance compared to the goals established by the Compensation Committee resulted in a payout of 93.84% of the participant’s incentive plan target for the NEOs, with the exception of Mr. McMullen and Ms. Adcock as discussed below. Mr. McMullen did not receive an incentive payment for 2025. Ms. Adcock received an annual bonus amount equal to 79.39% of her bonus potential because it included the corporate annual plan described above and team metrics as follows. The team metrics measured supermarket ID sales, excluding pharmacy and fuel, supermarket selling gross dollars including shrink dollars for all departments excluding pharmacy and fuel, and fuel gallons growth and fuel EBITDA grid.

  82. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    | Corporate Plan Metric | Payout Percentage | Weight | | Corporate Annual Bonus Plan | 82.04% | 60% | | Team Metrics | 45.93% | 40% | | Composite Score Kicker | 10% | | | Payout | 79.39% | |

  83. 2025 Annual Incentive Plan – Actual Results and Payout Percentage

    The Compensation Committee maintains the ability to reduce the annual cash incentive payout for all executive officers, including the NEOs, if they determine for any reason that the incentive payouts were not appropriate given their assessment of Company or individual performance. The Compensation Committee did not exercise such discretion for 2025 payouts. As described above, the corporate annual incentive payout percentage is applied to each NEO’s incentive plan target which is determined by the Compensation Committee. The actual amounts of performance-based annual incentive paid to the NEOs for 2025 are reported in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

  84. Long-Term Compensation Program

    Long-Term Compensation Program The Compensation Committee believes in the importance of providing an incentive to the NEOs to achieve the long-term goals established by the Board. As such, a majority of NEO compensation is dependent on the achievement of those goals. Long-term compensation promotes long-term value creation and discourages the over- emphasis of attaining short-term goals at the expense of long-term growth. The long-term incentive program is structured to be a combination of performance- and time-based compensation that reflects elements of financial and common share performance to provide both retention value and alignment with Company performance. The Compensation Committee determined that, for all executive officers, all long-term compensation would generally be equity-based as follows: 50% of equity granted under the program would be, performance-based and the remaining 50% of equity would be time-based, consisting of 30% in restricted stock and 20% in stock options. Each year, NEOs receive grants under the long-term compensation program, which is structured as follows:

  85. Long-Term Compensation Program

    | ● | Performance-Based (50% of NEO long-term target compensation) |

  86. Long-Term Compensation Program

    | ● | Long-term performance-based compensation is provided under a Long-Term Incentive Plan adopted by the Compensation Committee. The Committee adopts a new performance plan every year, measuring improvement on the Company’s long-term goals over successive three-year periods. Accordingly, at any one time there are three plans outstanding, which are summarized below. |

  87. Long-Term Compensation Program

    | ● | Under the Long-Term Incentive Plans, NEOs receive grants of equity called performance units. A target number of performance units based on level and individual performance is awarded to each participant at the beginning of the three-year performance period. |

  88. Long-Term Compensation Program

    | ● | Payouts under the plan are contingent on the achievement of certain strategic performance and financial measures and incentivize recipients to promote long-term value creation and enhance shareholder value by supporting the Company’s long-term strategic goals. |

  89. Long-Term Compensation Program

    | ● | The payout percentage, based on the extent to which the performance metrics are achieved, is applied to the target number of performance units awarded. Then, a modifier based on Relative Total Shareholder Return compared to the S&P 500 is applied, which can increase or decrease the payout. |

  90. Long-Term Compensation Program

    | ● | Performance units are paid out in Kroger common shares based on actual performance, along with dividend equivalents for the performance period on the number of earned common shares. |

  91. Long-Term Compensation Program

    | ● | Time-Based (50% of NEO long-term target compensation) |

  92. Long-Term Compensation Program

    | ● | Long-term time-based compensation consists of 20% stock options and 30% restricted stock, which are linked to common share performance, creating alignment between the NEOs’ and our shareholders’ interests. Historically, grants vest ratably over four years. |

  93. Long-Term Compensation Program

    | ● | Stock options have no initial value and recipients only realize benefits if the value of our common shares increases following the date of grant, further aligning the NEOs’ and our shareholders’ interests. |

  94. Long-Term Compensation Program

    Amounts of long-term compensation awards issued and outstanding for the NEOs are set forth in the Executive Compensation Tables section.

  95. Summary of The Three Long-Term Incentive Plans Outstanding During 2025

    Summary of The Three Long-Term Incentive Plans Outstanding During 2025 With respect to our long-term performance-based compensation, the Compensation Committee designed plan metrics to align with Kroger’s long-term business plans and growth model. These metrics are the key elements in driving Kroger’s TSR. The Compensation Committee adopts a new Long-Term Incentive Plan each year, which provides for overlapping three-year performance periods. Additional detail regarding each of the three plans is provided below, and a summary of the design of the plans outstanding during 2025 is as follows:

  96. Summary of The Three Long-Term Incentive Plans Outstanding During 2025

    | | 2023 – 2025 LTIP | 2024 – 2026 LTIP | 2025 – 2027 LTIP | | Performance Units and Dividend Equivalents | Performance units are equity grants which are paid out in Kroger common shares, based on actual performance at the end of the 3-year performance period, along with dividend equivalents for the performance period on the number of issued common shares ultimately earned. | | | | Performance Metrics | ● Adjusted Total Sales without Fuel + Fuel Gallons; ● Value Creation Metric (iTSR) Percentage; ● Fresh Equity metric; and ● Relative Total Shareholder Return modifier | | ● Adjusted Total Sales without Fuel + Fuel Gallons; ● Value Creation Metric (iTSR) Percentage; and ● Relative Total Shareholder Return modifier | | Determination of Payout | The payout percentage, based on the extent to which the performance metrics are achieved, is applied to number of performance units awarded. | | | | Maximum Payout | 187.5% | 187.5% | 187.5% | | Payout Date | March 2025 | March 2026 | March 2027 |

  97. 2023-2025 Long-Term Incentive Plan – Metrics

    2023-2025 Long-Term Incentive Plan – Metrics The 2023-2025 Long-Term Incentive Plan had the following components which supported our long-term business plans:

  98. 2023-2025 Long-Term Incentive Plan – Metrics

    | Metric | Rationale for Use | Weighting | | Adjusted Total Sales without Fuel + Fuel Gallons | ● This metric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents the important metric of top line growth of the business from all channels. | 25% | | Value Creation Metric (iTSR) Percentage | ● This financial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven by operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm. | 50% | | Fresh Equity metric | ● Fresh is a key element of how people decide where to shop. It drives trips and therefore delivers business results. Fresh is the core focus of how we differentiate and drive great engagement with customers and is a key driver of our growth. | 25% |

  99. 2023-2025 Long-Term Incentive Plan – Metrics

    After the calculation of the three metrics above, a modifier based on Relative Total Shareholder Return compared to the S&P 500 was applied which could have increased or decreased the payout, as follows, interpolated for actual results between thresholds:

  100. 2023-2025 Long-Term Incentive Plan – Metrics

    | TSR Rank Relative to S&P 500 | Modifier | | 25th percentile | 75% | | 50th percentile | 100% | | 75th percentile | 125% |

  101. 2023-2025 Long-Term Incentive Plan – Metrics

    The highest payout from the three metrics alone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric and the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons exceeds 3.5%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on the Adjusted Total Sales without Fuel + Fuel Gallons metric is 5.0%. The payout percentage, as modified by the Relative TSR modifier, will be applied to the target number of performance units granted under the plan to determine the payout amount. The maximum payout under the 2023- 2025 Long-Term Incentive Plan is 187.5% as further described below.

  102. 2023-2025 Long-Term Incentive Plan – Results and Payout

    2023-2025 Long-Term Incentive Plan – Results and Payout The results and payout of the 2023-2025 Long-Term Incentive Plan are as follows.

  103. 2023-2025 Long-Term Incentive Plan – Results and Payout

    | Metric | Performance | Goal | Final Payout Percentage | | Adjusted Total Sales without Fuel + Fuel Gallons | $141.9B | $147.6B | 0% | | Value Creation Metric (iTSR) | 6.8% | 11% | 59.1% | | Fresh Equity Metric | 42.7 | 46.4 | 0% | | Payout Before Modifier | | | 29.6% | | Relative TSR Modifier | >50% Percentile* | >50% Percentile | 109.4% | | TOTAL Payout for 2023-2025 Plan | | | 32.35% |

  104. 2023-2025 Long-Term Incentive Plan – Results and Payout

    * The Company ranked 203rd in the S&P 500 over the three-year period for TSR. Based on this result, the Company is in the second quartile of TSR results within the S&P 500. Because the Company ranking falls between 125 and 250, the multiplier to be applied in order to calculate the final LTIP payout is calculated based on an interpolation of payouts between 100% and 125%, illustrated below:

  105. 2023-2025 Long-Term Incentive Plan – Results and Payout

    | TSR Rank in S&P 500 | Payout Multiplier | | 1 to 125 | 125% | | 250 | 100% | | 375 to 500 | 75% | | Actual Result = 203 | 109.4% |

  106. 2023-2025 Long-Term Incentive Plan – Results and Payout

    The NEOs were issued the number of Kroger common shares equal to 32.35% of the target number of performance units awarded to each executive, along with dividend equivalents for the three-year performance period on the number of issued common shares. The dividend equivalents paid on common shares earned under the 2023 – 2025 Long-Term Incentive Plan are paid at the end of the plan and are reported in the “All Other Compensation” column of the Summary Compensation Table and footnote 6 to that table, and the common shares issued under the plan are reported in the 2025 Option Exercises and Stock Vested Table and footnote 2 to that table. The annual and long-term performance-based compensation awards described herein were made pursuant to our 2019 Amended and Restated Long-Term Incentive Plan (the “2019 Plan”), which was approved by our shareholders in June 2022.

  107. 2024 – 2026 Long-Term Incentive Plan Metrics

    2024 – 2026 Long-Term Incentive Plan Metrics The 2024 – 2026 Long-Term Incentive Plan metrics have been designed to reflect commitments made to our investors and other stakeholders regarding long-term sales growth, our Value Creation algorithm (through iTSR) and our commitment to Fresh. The plan also includes a modifier based on our relative TSR to the S&P 500 shareholder return.

  108. 2024 – 2026 Long-Term Incentive Plan Metrics

    | Metric | Rationale for Use | Weighting | | Adjusted Total Sales without Fuel + Fuel Gallons | ● This metric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents the important metric of top line growth of the business from all channels. | 25% | | Value Creation Metric (iTSR) Percentage | ● This financial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven by operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm. | 50% | | Fresh Equity metric | ● Fresh is a key element of how people decide where to shop. It drives trips and therefore delivers business results. Fresh is the core focus of how we differentiate and drive great engagement with customers, and is a key driver of our growth. | 25% |

  109. 2024 – 2026 Long-Term Incentive Plan Metrics

    The highest payout from the three metrics alone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric and the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons exceeds 3.2%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on the Adjusted Total Sales without Fuel + Fuel Gallons metric is 4.7%. After the calculation described above, a modifier based on Relative Total Shareholder Return compared to the S&P 500 will be applied, as follows, interpolated for actual results between the 25th percentile and 75th percentile thresholds:

  110. 2024 – 2026 Long-Term Incentive Plan Metrics

    | TSR Rank Relative to S&P 500 | Modifier | | 25th percentile | 75% | | 50th percentile | 100% | | 75th percentile | 125% |

  111. 2024 – 2026 Long-Term Incentive Plan Metrics

    The payout percentage, as modified by the Relative TSR modifier, will be applied to the number of performance units granted under the plan to determine the payout amount. If all three metrics are achieved at the maximum level and the Relative Total Shareholder Return modifier is maximized, the total plan payout would be 187.5%.

  112. 2025 – 2027 Long-Term Incentive Metrics

    2025 – 2027 Long-Term Incentive Metrics The 2025-2027 Long-Term Incentive Plan metrics have been designed to reflect commitments made to our investors and other stakeholders regarding long-term sales growth and our Value Creation algorithm (through intrinsic Total Shareholder Return, or iTSR).

  113. 2025 – 2027 Long-Term Incentive Metrics

    | Metric | Rationale for Use | Weighting | | Adjusted Total Sales without Fuel + Fuel Gallons | ● This metric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents the important metric of top line growth of the business from all channels. | 50% | | Value Creation Metric (iTSR) Percentage | ● This financial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven by operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm. | 50 % |

  114. 2025 – 2027 Long-Term Incentive Metrics

    The highest payout from the two metrics alone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric and the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons exceeds 4,2%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on the Adjusted Total Sales without Fuel + Fuel Gallons metric is 5.7%. After the calculation described above, a modifier based on Relative Total Shareholder Return compared to the S&P 500 will be applied, as follows, interpolated for actual results between the 25th percentile and 75th percentile thresholds:

  115. 2025 – 2027 Long-Term Incentive Metrics

    | TSR Rank Relative to S&P 500 | Modifier | | 25th percentile | 75% | | 50th percentile | 100% | | 75th percentile | 125% |

  116. 2025 – 2027 Long-Term Incentive Metrics

    The payout percentage, as modified by the Relative TSR modifier, will be applied to the number of performance units granted under the plan to determine the payout amount. If all three metrics are achieved at the maximum level and the Relative Total Shareholder Return modifier is maximized, the total plan payout would be 187.5%.

  117. Stock Options and Restricted Stock

    Stock Options and Restricted Stock Stock options and restricted stock continue to play an important role in retaining and rewarding NEOs for the achievement of long-term business objectives and provides incentives for the creation of shareholder value. Awards based on Kroger’s common shares are granted annually to the NEOs. Kroger historically has distributed time-based equity awards widely, helping to align the interests of associates with the interests of shareholders. The stock options permit the holder to purchase Kroger common shares at an exercise price equal to the closing price of Kroger common shares on the date of the grant. Stock options are granted only on one of the four dates of Board meetings conducted at least one business day after Kroger’s public release of its quarterly earnings results. The Compensation Committee determines the vesting schedule for stock options and restricted stock. During 2025, the Compensation Committee granted to the NEOs stock options and restricted stock, each with a four-year ratable vesting schedule. Restricted stock awards are reported in the “Stock Awards” column of the Summary Compensation Table and footnote 2 to the Table and the 2025 Grants of Plan Based Awards Table. Stock option awards are reported in the “Option Awards” column of the Summary Compensation Table and footnote 3 to the Table and the “All other Option Awards” column of the 2025 Grants of Plan Based Awards Table.

  118. Timing of Equity Grants

    Timing of Equity Grants Annual equity awards, including stock options awards, are generally granted to our executives and associates during the open trading window period within the first fiscal quarter of each fiscal year. The Compensation Committee (or our Board of Directors, if to our CEO) also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, new hires, promotions, retention, changing compensation practices or other factors, in the discretion of the Compensation Committee (or our Board of Directors, if to our CEO). We do not permit timed disclosure of material non-public information for the purposes of affecting the value of executive compensation, including stock option or similar equity awards, and stock options or other awards are not timed in relation to the release of material non-public information. In fiscal 2025, no stock options were granted to any NEO within four business days prior to or one business day following the filing of a Form 10-Q, 10-K, or 8-K that disclosed material non-public information.

  119. Retirement and Other Benefits

    Retirement and Other Benefits Kroger maintains several defined benefit and defined contribution retirement plans for its associates. The NEOs participate in one or more of these plans, as well as one or more excess plans designed to make up the shortfall in retirement benefits created by limitations under the Internal Revenue Code (the “Code”) on benefits to highly compensated individuals under qualified plans. Additional details regarding certain retirement benefits available to the NEOs can be found below in footnote 6 to the Summary Compensation Table and the 2025 Pension Benefits Table and the accompanying narrative. Kroger also maintains The Kroger Co. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) in which Mr. McMullen and Mr. Foley had elected to participate. This plan is a nonqualified plan under which participants can annually elect to defer up to 100% of their cash compensation prior to January 1, 2025 and up to 75% of the cash compensation after January 1,2025. Additional details regarding our nonqualified deferred compensation plans available to the NEOs can be found below in the 2025 Nonqualified Deferred Compensation Table and the accompanying narrative. Kroger also maintains The Kroger Co. Employee Protection Plan (“KEPP”), which covers all of our management associates who are classified as exempt under the federal Fair Labor Standards Act and certain administrative or technical support personnel who are not covered by a collective bargaining agreement, with at least one year of service. KEPP has a double trigger change in control provision, and it provides for severance benefits and extended Kroger-paid health care, as well as the continuation of other benefits as described in the plan, when an associate is actually or constructively terminated without cause within two years following a change in control of Kroger (as defined in KEPP). Participants are entitled to severance pay of up to 24 months’ salary and annual incentive target. The actual amount is dependent upon pay level and years of service. KEPP can be amended or terminated by the Board at any time prior to a change in control. Stock option and restricted stock grant agreements with award recipients provide that those awards “vest,” with options becoming immediately exercisable, and restrictions on restricted stock lapsing, upon a change in control as described in the grant agreements, but only if an associate is actually or constructively terminated without cause within two years following a change in control of Kroger (as defined in the grant agreement, and consistent with KEPP).

  120. Process for Establishing Executive Compensation

    | ● | target performance-based annual cash incentive; |

  121. Process for Establishing Executive Compensation

    | ● | target annual cash compensation (the sum of salary and annual cash incentive potential); |

  122. Process for Establishing Executive Compensation

    | ● | long-term incentive compensation, comprised of performance units, stock options and restricted stock; and |

  123. Process for Establishing Executive Compensation

    | ● | total direct compensation (the sum of target annual cash compensation and long-term compensation). |

  124. Process for Establishing Executive Compensation

    The make-up of the compensation peer group is reviewed annually and modified as circumstances warrant. The Compensation Committee determined that no updates were needed from the 2024 peer group. In addition, the Compensation Committee considered supplemental data provided by Korn Ferry from “general industry” companies, a representation of the Fortune 40, excluding financial services companies. This data provided reference points, particularly for senior executive positions where competition for talent extends beyond the retail sector. The peer group includes a combination of food and drug retailers, other large retailers based on revenue size, and large consumer-facing companies. Median 2025 revenue for the peer group was $106 billion, compared to our 2025 revenue of $148 billion. Considering the size of Kroger in relation to other peer group companies, the Compensation Committee believes that salaries paid to our NEOs should be competitively positioned relative to amounts paid by peer group companies for comparable positions. The Compensation Committee also aims to provide an annual cash incentive potential to our NEOs around the market median. Actual payouts may be as low as zero if performance does not meet the baselines established by the Compensation Committee, while superior financial performance is rewarded with compensation falling above the median. The Compensation Committee has the authority to determine the amount of the NEO’s compensation. In its annual review of compensation for the non-CEO NEOs, the Compensation Committee:

  125. Process for Establishing Executive Compensation

    | ● | Conducts an annual review of all components of compensation, quantifying total compensation for the NEOs including a summary for each NEO of salary, performance-based annual cash incentive, and long-term performance-based equity comprised of performance units, stock options and restricted stock. |

  126. Process for Establishing Executive Compensation

    | ● | Reviews a report from the Compensation Committee’s compensation consultant reflecting a comprehensive review of each element of pay, both annual and long-term; and compares NEO compensation with that of other companies, including both our peer group of competitors and a larger general industry group, to ensure that the Compensation Committee’s objective of competitiveness is met. |

  127. Process for Establishing Executive Compensation

    | ● | Took into account a recommendation from the Interim CEO for salary, annual cash incentive potential and long- term compensation awards for each of the senior officers, including the other NEOs. The Interim CEO’s recommendation took into consideration the objectives established by and the reports received by the Compensation Committee, as well as his assessment of individual job performance and contribution to our management team. |

  128. Executive Compensation Recoupment Policy (Clawback)

    Executive Compensation Recoupment Policy (Clawback) We have adopted a policy on incentive compensation-based recovery, which meets the requirements of NYSE listing standards and Section 10D of the Exchange Act. The policy requires the recoupment of incentive- based compensation paid to certain current and former executive officers in the event that the Company is required to restate its financial results due to the Company’s material non-compliance with any financial reporting requirement under the securities laws. Under the policy, the Company will seek recovery of erroneously awarded incentive-based compensation received by current and former executive officers during the three-year fiscal year period prior to the date the Company is required to prepare an accounting restatement. The Policy is administered by the Compensation Committee of the Board. Kroger has an additional recoupment policy, which provides that if a material error of facts results in the payment to an executive officer at the level of Group Vice President or higher of an annual or a long-term incentive in an amount higher than otherwise would have been paid, as determined by the Compensation Committee, then the officer, upon demand from the Compensation Committee, will reimburse Kroger for the amounts that would not have been paid if the error had not occurred. This recoupment policy applies to those amounts paid by Kroger within 36 months prior to the detection and public disclosure of the error or restatement. Furthermore, under the 2019 Plan, unless an award agreement provides otherwise, if a participant’s employment or service is terminated for cause, or if after termination the Compensation Committee determines either that (i) prior to termination, the participant engaged in an act or omission that would have warranted termination for cause or (ii) after termination, the participant violates any continuing obligation or duty of the participant with respect to Kroger, any gain realized by the participant from the exercise, vesting or payment of any award may be cancelled, forfeited or recouped in the sole discretion of the Committee. Under the 2019 Plan, any gain realized by the participant from the exercise, vesting or payment of any award may also be recouped if, within one year after such exercise, vesting or payment, (i) a participant is terminated for cause, (ii) the Compensation Committee determines that the participant is subject to recoupment pursuant to any Kroger policy, or (iii) after a participant’s termination for any reason, the Compensation Committee determines either that (1) prior to termination the participant engaged in an act or omission that would have warranted termination for cause, or (2) after termination the participant violates any continuing obligation or duty of the participant with respect to Kroger. Unless otherwise defined under the 2019 Plan award agreement, “cause” has the meaning as defined in The Kroger Co. Employee Protection Plan, as amended from time to time. Additionally, if an award based on financial statements that are subsequently restated in a way that would decrease the value of such award, the participant will, to the extent not otherwise prohibited by law, upon the written request of Kroger, forfeit and repay to Kroger the difference between what was received and what should have been received based on the accounting restatement, which will be repaid in accordance with any applicable Kroger policy or applicable law.

  129. Summary Compensation Table

    Summary Compensation Table The following table and footnotes provide information regarding the compensation of the NEOs for the fiscal years presented.

  130. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Plan Comp- ensation ($)(4) | Change in Pension Value and Nonqualified Deferred Comp- ensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Ronald L. Sargent Interim Chief Executive Officer and Chairman | 2025 | 3,975,806 | | 10,000,077 | | | | 62,016 | 14,037,608 | | | 2024 | | | | | | | | | | | 2023 | | | | | | | | | | David J.C. Kennerley Executive Vice President and Chief Financial Officer | 2025 | 647,312 | 850,000 | 7,050,821 | 619,990 | 750,688 | | 434,419 | 10,353,230 | | | 2024 | | | | | | | | | | | 2023 | | | | | | | | | | Mary Ellen Adcock Executive Vice President and Chief Merchant & Marketing Officer | 2025 | 897,321 | | 3,399,986 | 849,972 | 714,546 | | 173,269 | 6,035,094 | | | 2024 | 856,400 | | 3,700,060 | 899,842 | 1,071,085 | | 210,499 | 6,737,886 | | | 2023 | | | | | | | | | | Yael Cosset Executive Vice President and Chief Digital Officer | 2025 | 988,839 | | 4,080,023 | 1,019,958 | 930,884 | | 208,751 | 7,228,455 | | | 2024 | 932,784 | | 4,350,041 | 899,860 | 1,032,713 | | 270,868 | 7,486,266 | | | 2023 | 880,376 | | 3,400,063 | 850,220 | 224,176 | | 318,427 | 5,673,262 | | Timothy A. Massa Executive Vice President and Associate Experience Officer | 2025 | 978,051 | 250,000 | 3,399,986 | 849,972 | 915,520 | | 172,317 | 6,565,846 | | | 2024 | 924,191 | | 3,550,031 | 699,883 | 969,848 | | 218,120 | 6,362,073 | | | 2023 | 905,780 | | 2,400,017 | 600,162 | 201,159 | | 234,018 | 4,341,136 | | Todd A. Foley Former Senior Vice President and Interim Chief Financial Officer | 2025 | 248,214 | | 749,971 | | 268,876 | | 54,584 | 1,321,645 | | | 2024 | 596,613 | 600,000 | 1,700,050 | 299,965 | 759,767 | | 83,025 | 4,039,390 | | | 2023 | | | | | | | | | | W. Rodney McMullen Former Chairman and Chief Executive Officer | 2025 | 124,314 | | | | | 562,587 | 156,160 | 843,061 | | | 2024 | 1,433,913 | | 10,600,023 | 2,649,569 | 0 | 206,800 | 740,723 | 15,631,028 | | | 2023 | 1,422,581 | | 10,000,038 | 2,500,632 | 672,560 | 193,388 | 921,373 | 15,710,572 |

  131. Summary Compensation Table

    | (1) Mr. Kennerley received a signing bonus as part of his employment agreement. Mr. Massa received a cash bonus to reward his 2025 performance. |

  132. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of restricted stock and performance units granted each fiscal year, as computed in accordance with FASB ASC Topic 718. The following table reflects the value of each type of award granted to the NEOs in 2025: |

  133. Summary Compensation Table

    | Name | Restricted Stock | Performance Units | | Mr. Sargent | $10,000,077 | $0 | | Mr. Kennerley | $3,730,089 | $3,320,732 | | Ms. Adcock | $1,275,003 | $2,124,983 | | Mr. Cosset | $1,530,017 | $2,550,006 | | Mr. Massa | $1,275,003 | $2,124,983 | | Mr. Foley | $0 | $749,971 | | Mr. McMullen | $0 | $0 |

  134. Summary Compensation Table

    The Restricted Stock values include the annual grant of restricted stock in 2025. The grant date fair value of the performance units reflected in the stock awards column and in the table above is computed based on the probable outcome of the performance conditions as of the grant date. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three- year performance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the valuations are set forth in Note 11 to the consolidated financial statements in Kroger’s Annual Report on Form 10-K for fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026. Assuming that the highest level of performance conditions is achieved, the aggregate fair value of the 2025 performance unit awards at the grant date is as follows:

  135. Summary Compensation Table

    | Name | Value of Performance Units Assuming Maximum Performance | | Mr. Sargent | -- | | Mr. Kennerley | $6,266,356 | | Ms. Adcock | $3,984,376 | | Mr. Cosset | $4,781,277 | | Mr. Massa | $3,984,376 | | Mr. Foley | $1,406,211 | | Mr. McMullen | -- |

  136. Summary Compensation Table

    | (3) These amounts represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the valuations are set forth in Note 11 to the consolidated financial statements in Kroger’s Annual Report on Form 10-K for fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026. |

  137. Summary Compensation Table

    | (4) Non-equity incentive plan compensation earned for 2025 consists of amounts earned under the 2025 Annual Incentive Plan. The 2025 Annual Incentive Plan was calculated at 93.84% and was applied to each NEO’s annual incentive plan target, except for Ms. Adcock and Mr. Sargent. Ms. Adcock’s payout of 79.39% of her annual incentive target was calculated based on the Annual Incentive Plan metrics and the merchandising team metrics. Mr. Sargent did not participate in the 2025 Annual Incentive Plan and thus, did not receive payments under the 2025 Annual Incentive Plan. See “2025 Annual Incentive Plan Results” in the CD&A for more information on this plan. |

  138. Summary Compensation Table

    | (5) The amount reported consists of preferential earnings on nonqualified deferred compensation, which only applies to Mr. McMullen. The remainder of the NEOs do not participate in a defined benefit pension plan and did not receive preferential earnings on nonqualified deferred compensation. |

  139. Summary Compensation Table

    Change in Pension Value. The actuarial present value of Mr. McMullen’s accumulated pension benefits increased by $334,914. This change in value of accumulated pension benefits is included in the Summary Compensation Table. The value of accrued benefits increased primarily due to the decrease in discount rates offset somewhat due to aging. The Company froze the compensation and service periods used to calculate pension benefits for active associates who participated in the affected pension plans, including Mr. McMullen’s, as of December 31, 2019. Beginning January 1, 2020, the affected active associates no longer accrue additional benefits for future service and eligible compensation received under these plans. Please see the 2025 Pension Benefits section for further information regarding the assumptions used in calculating pension benefits. Preferential Earnings on Nonqualified Deferred Compensation. Mr. McMullen participated in The Kroger Co. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”) and received preferential earnings of $227,673. Under the plan, for elections made prior to January 1, 2025, deferred compensation earned interest at a rate representing Kroger’s cost of ten-year debt, as determined by the CFO, and approved by the Compensation Committee prior to the beginning of each deferral year. For each participant, a separate deferral account was created each year and the interest rate established for that year was applied to that deferral account until the deferred compensation is paid out. If the interest rate established by Kroger for a particular year exceeds 120% of the applicable federal long-term interest rate that corresponds most closely to the plan rate, the amount by which the plan rate exceeded 120% of the corresponding federal rate is deemed to be above- market or preferential. For each of the deferral accounts in which the plan rate is deemed to be above-market, Kroger calculates the amount by which the actual annual earnings on the account exceed what the annual earnings would have been if the account earned interest at 120% of the corresponding federal rate, and discloses those amounts as preferential earnings. Beginning January 1, 2025, deferred compensation is credited with earnings and/or losses based on notional investment directions made by the participant.

  140. Summary Compensation Table

    | (6) Amounts reported in the “All Other Compensation” column for 2025 include Company contributions to defined contribution retirement plans, dividend equivalents paid on earned performance units, and dividends paid on unvested restricted stock. In 2025, the total amount of perquisites and personal benefits for each of the NEOs was less than $10,000, except for Mr. Kennerley who received relocation benefits and tax gross-up payment for those benefits. The following table identifies the value of each element of All Other Compensation: |

  141. Summary Compensation Table

    | Name | Retirement Plan Contributions(a) | Payment of Dividend Equivalents on Earned Performance Units | Dividends Paid on Unvested Restricted Stock | Relocation | Tax Gross Up on Relocation | | Mr. Sargent | $0 | $0 | $61,725 | | | | Mr. Kennerley | $0 | $3,240 | $57,560 | $257,087 | $111,259 | | Ms. Adcock | $55,264 | $37,588 | $80,417 | | | | Mr. Cosset | $60,021 | $53,250 | $95,480 | | | | Mr. Massa | $58,620 | $37,588 | $76,109 | | | | Mr. Foley | $37,580 | $6,161 | $10,843 | | | | Mr. McMullen | $96,972 | $0 | $59,188 | | |

  142. Summary Compensation Table

    | (a) Retirement plan contributions. The Company makes automatic and matching contributions to NEOs’ accounts under the applicable defined contribution plan on the same terms and using the same formulas as other participating associates. The Company also makes contributions to NEOs’ accounts under the applicable defined contribution restoration plan, which is intended to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals under the defined contribution plans in accordance with the Code. See footnote 1 to the 2025 Nonqualified Deferred Compensation table for more information on the Company contributions made to the NEOs under the defined contribution restoration plan. |

  143. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information about equity and non-equity incentive awards granted to the NEOs in 2025.

  144. 2025 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Target ($)(1) | Maximum ($)(1) | Target (#)(2) | Maximum (#)(2) | | | | | | Ronald L. Sargent | 3/13/2025 | | | | | 60,515 | | | $4,000,042 | | | 12/19/2025 | | | | | 96,139 | | | $6,000,035 | | David J.C. Kennerley | | $800,000 | $1,680,000 | | | | | | | | | 3/13/2025 | | | | | 56,431 | | | $3,730,089 | | | 3/13/2025 | | | | | | 30,816 | $66.10 | $619,990 | | | 3/13/2025 | | | 50,238 | 94,196 | | | | $3,320,732 | | Mary Ellen Adcock | | $900,000 | $1,890,000 | | | | | | | | | 3/13/2025 | | | | | 19,289 | | | $1,275,003 | | | 3/13/2025 | | | | | | 42,247 | $66.10 | $849,972 | | | 3/13/2025 | | | 32,148 | 60,278 | | | | $2,124,983 | | Yael Cosset | | $1,000,000 | $2,100,000 | | | | | | | | | 3/13/2025 | | | | | 23,147 | | | $1,530,017 | | | 3/13/2025 | | | | | | 50,696 | $66.10 | $1,019,958 | | | 3/13/2025 | | | 38,578 | 72,334 | | | | $2,550,006 | | Timothy A. Massa | | $990,000 | $2,079,000 | | | | | | | | | 3/13/2025 | | | | | 19,289 | | | $1,275,003 | | | 3/13/2025 | | | | | | 42,247 | $66.10 | $849,972 | | | 3/13/2025 | | | 32,148 | 60,278 | | | | $2,124,983 | | Todd A.Foley | | $700,000 | $1,470,000 | | | | | | | | | 3/13/2025 | | | 11,346 | 21,274 | | | | $749,971 | | W. Rodney McMullen(5) | - | - | - | - | - | - | - | - | - |

  145. 2025 Grants of Plan-Based Awards

    | (1) These amounts relate to the 2025 performance-based annual incentive plan. The amount listed under “Target” represents the annual incentive potential of the NEO. By the terms of the plan, payouts are limited to no more than 210% of a participant’s annual incentive potential; accordingly, the amount listed under “Maximum” is 210% of that officer’s annual incentive potential amount. The amounts actually earned under this plan were paid out in March 2026; are described in the CD&A; and are included in the Summary Compensation Table for 2025 in the “Non-Equity Incentive Plan Compensation” column and described in footnotes 2 and 4 to that table. See “2025 Annual Cash Incentive Plan” in CD&A for more information about the program for 2025. |

  146. 2025 Grants of Plan-Based Awards

    | (2) These amounts represent performance units awarded under the 2025 Long-Term Incentive Plan, which covers performance during fiscal years 2025, 2026 and 2027. The amount listed under “Maximum” represents the maximum number of common shares that can be earned by the NEO under the award or 187.5% of the target amount. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three-year performance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value reported in the last column is based on the probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2025 in the “Stock Awards” column and described in footnote 2 to that table. |

  147. 2025 Grants of Plan-Based Awards

    | (3) These amounts represent the number of shares of restricted stock granted in 2025. The aggregate grant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2025 in the “Stock Awards” column and described in footnote 2 to that table. |

  148. 2025 Grants of Plan-Based Awards

    | (4) These amounts represent the number of stock options granted in 2025. Options are granted with an exercise price equal to the closing price of Kroger common shares on the grant date. The aggregate grant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718. The aggregate grant date fair value of these awards is included in the Summary Compensation Table for 2025 in the “Option Awards” column and described in footnote 3 to that table. |

  149. 2025 Grants of Plan-Based Awards

    | (5) Mr. McMullen did not receive any equity awards in 2025 due to his resignation. |

  150. 2025 Grants of Plan-Based Awards

    The Compensation Committee established the incentive potential amounts for the performance-based annual incentive awards (shown in this table as “Target”) and the number of performance units awarded for the long-term incentive awards (shown in this table as “Target”). Amounts are payable to the extent that Kroger’s actual performance meets specific performance metrics established by the Compensation Committee at the beginning of the performance period. There are no guaranteed or minimum payouts; if none of the performance metrics are achieved, then none of the award is earned and no payout is made. As described in the CD&A, actual earnings under the performance-based annual incentive plan may exceed the target amount if the Company’s performance exceeds the performance goals, but are limited to 187.5% of the target amount. The potential values for performance units awarded under the 2025-2027 Long-Term Incentive Plan are more particularly described in the CD&A. The annual restricted stock and nonqualified stock options awards granted to the NEOs generally vest in equal amounts on each of the first four anniversaries of the grant date, so long as the officer remains a Kroger associate. Any dividends declared on Kroger common shares are payable on unvested restricted stock.

  151. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information about outstanding equity-based incentive compensation awards for the NEOs as of the end of 2025. The vesting schedule for each award is described in the footnotes to this table. The market value of unvested restricted stock and unearned performance units is based on the closing price of Kroger’s common shares of $62.85 on January 30, 2026, the last trading day of fiscal 2025.

  152. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ronald L. Sargent | | | | | 60,515(6) | $3,803,368 | | | | | | | | | 96,139(7) | $6,042,336 | | | | David J.C. Kennerley | | 30,816 (1) | $66.10 | 3/13/2035 | 14,070(8) | $884,300 | | | | | | | | | 42,361(9) | $2,662,389 | | | | | | | | | | | 10,421(14) | $680,179 | | | | | | | | | 22,697(15) | $1,513,209 | | Mary Ellen Adock | 37,960 | | $34.94 | 3/11/2031 | 3,285(10) | $206,462 | | | | | 10,846 | | $38.32 | 3/11/2031 | 9,524(11) | $598,583 | | | | | 23,292 | 7,764(2) | $57.09 | 3/10/2032 | 20,943(12) | $1,316,298 | | | | | 19,907 | 19,908(3) | $47.25 | 3/9/2033 | 4,851(13) | $304,885 | | | | | 10,216 | 30,648(4) | $55.51 | 3/14/2034 | 19,289(8) | $1,212,314 | | | | | 3,174 | 9,525(5) | $61.85 | 12/20/2034 | | | 18,540(14) | $1,238,659 | | | | 42,247 (1) | $66.10 | 3/13/2035 | | | 32,148(15) | $2,153,595 | | Yael Cosset | 83,037 | | $34.94 | 3/11/2031 | 4,927(10) | $309,662 | | | | | 34,938 | 11,6462) | $57.09 | 3/10/2032 | 13,493(11) | $848,035 | | | | | 28,202 | 28,202(3) | $47.25 | 3/9/2033 | 28,374(12) | $1,783,306 | | | | | 13,135 | 39,405(4) | $55.51 | 3/14/2034 | 23,147(8) | $1,454,789 | | | | | | 50,696(1) | $66.10 | 3/13/2035 | | | 23,837(14) | $1,592,551 | | | | | | | | | 38,578(15) | $2,584,340 | | Timothy A. Massa | 40,561 | | $28.05 | 7/13/2028 | 3,285(10) | $206,462 | | | | | 66,336 | | $24.75 | 3/14/2029 | 9,524(11) | $598,583 | | | | | 62,696 | | $29.12 | 3/12/2030 | 24,321(12) | $1,528,575 | | | | | 52,195 | | $34.94 | 3/11/2031 | 19,289(8) | $1,212,314 | | | | | 23,292 | 7,764(2) | $57.09 | 3/10/2032 | | | 18,540(14) | $1,238,659 | | | 19,907 | 19,908(3) | $47.25 | 3/9/2033 | | | 32,148(15) | $2,153,595 | | | 10,216 | 30,648(4) | $55.51 | 3/14/2034 | | | | | | | | 42,247 (1) | $66.10 | 3/13/2035 | | | | | | Todd A. Foley | | | | | | | 3,769(14) | $268,347 | | | | | | | | | 1,600(15) | $147,531 | | W. Rodney McMullen | – | – | – | – | – | – | – | – |

  153. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1) Stock options vest in equal amounts on 3/13/2026, 3/13/2027, 3/13/2028, and 3/13/2029. (2) Stock options vest on 3/10/2026. (3) Stock options vest in equal amounts on 3/9/2026 and 3/9/2027. (4) Stock options vest in equal amounts on 3/14/2026, 3/14/2027, and 3/14/2028. (5) Stock options vest in equal amounts on 12/20/2026, 12/20/2027, and 12/20/2028. (8) Restricted stock vests in equal amounts on 3/13/2026, 3/13/2027, 3/13/2028, and 3/13/2029. (9) Restricted stock vests in equal amounts on 3/13/2026, 3/13/2027, and 3/13/2028. (10) Restricted stock vests on 3/10/2026. (11) Restricted stock vests in equal amounts on 3/9/2026 and 3/9/2027. (12) Restricted stock vests in equal amounts on 3/14/2026, 3/14/2027, and 3/14/2028.

  154. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (14) Performance units granted under the 2024 long-term incentive plan are earned as of the last day of fiscal 2026, to the extent performance conditions are achieved. Because the awards earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representation amount based on performance through fiscal 2025, including cash payments equal to projected dividend equivalent payments. | | (15) Performance units granted under the 2025 long-term incentive plan are earned as of the last day of fiscal 2027, to the extent performance conditions are achieved. Because the awards earned are not currently determinable, in accordance with SEC rules, the number of units and the corresponding market value reflect a representative amount based on performance in fiscal 2025, including cash payments equal to projected dividend equivalent payments. |

  155. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information regarding 2025 stock options exercised, restricted stock vested, and common shares issued pursuant to performance units earned under long-term incentive plans.

  156. 2025 Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(2) | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | (#) | ($) | | Ronald L. Sargent | — | — | — | — | | David J.C. Kennerley | — | — | 3,177 | $238,148 | | Mary Ellen Adcock | 103,936 | $4,185,414 | 31,816 | $2,199,863 | | Yael Cosset | 216,373 | $9,414,072 | 43,192 | $2,989,846 | | Timothy A. Massa | 45,065 | $2,111,388 | 31,145 | $2,151,873 | | Todd A.Foley | 58,646 | $1,862,447 | 15,632 | $1,041,027 | | W. Rodney McMullen | 2,501,970 | $90,595,826 | — | — |

  157. 2025 Option Exercises and Stock Vested

    | (1) Stock options have a ten-year life and expire if not exercised within that ten-year period. The value realized on exercise is the difference between the exercise price of the option and the closing price of Kroger’s common shares on the exercise date. |

  158. 2025 Option Exercises and Stock Vested

    | (2) The Stock Awards columns include vested restricted stock and earned performance units, as follows: |

  159. 2025 Option Exercises and Stock Vested

    | | Vested Restricted Stock | | Earned Performance Units | | | Name | Number of Shares | Value Realized | Number of Shares | Value Realized | | Ronald L. Sargent | — | — | — | — | | David J.C. Kennerley | — | — | 3,177 | $238,148 | | Mary Ellen Adcock | 21,546 | $1,430,024 | 10,270 | $769,839 | | Yael Cosset | 28,643 | $1,899,253 | 14,549 | $1,090,593 | | Timothy A. Massa | 20,875 | $1,382,034 | 10,270 | $769,839 | | Todd A. Foley | 13,785 | $902,576 | 1,847 | $138,451 | | W. Rodney McMullen | — | — | — | — |

  160. 2025 Option Exercises and Stock Vested

    Restricted stock. The table includes the number of shares acquired upon vesting of restricted stock and the value realized on the vesting of restricted stock, based on the closing price of Kroger common shares on the vesting date. Performance Units. Participants in the 2023-2025 Long-Term Incentive Plan were awarded performance units that were earned based on performance criteria established by the Compensation Committee as described in “2023- 2025 Long-Term Incentive Plan — Results and Payout” in the CD&A. Actual payouts were based on the level of performance achieved and were paid in common shares. The number of common shares issued, and the value realized based on the closing price of Kroger common shares of $74.96 on March 12, 2026, the date of deemed delivery of the shares, are reflected in the table above.

  161. 2025 Pension Benefits

    2025 Pension Benefits The following table provides information regarding pension benefits for the NEOs as of the last day of fiscal 2025. Only Mr. McMullen participates in a pension plan.

  162. 2025 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments during Last fiscal year ($) | | Ronald L. Sargent | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | David J. C. Kennerley | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Mary Ellen Adcock | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Yael Cosset | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Timothy A. Massa | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | Todd A. Foley | Pension Plan | — | — | — | | | Excess Plan | — | — | — | | W. Rodney McMullen | Pension Plan | 34 | 1,535,552 | — | | | Excess Plan | 34 | 17,271,631 | — |

  163. 2025 Pension Benefits

    | (1) In 2018, the Company froze the service periods used to calculate pension benefits and thus, Mr. McMullen’s number of years of credited service is less than his actual 46 years of service. |

  164. 2025 Pension Benefits

    | (2) The discount rate used to determine the present values was 5.40% for The Kroger Consolidated Retirement Benefit Plan Spin Off (the “Pension Plan”) and 5.31% for The Kroger Co. Consolidated Retirement Excess Benefit Plan (the “Excess Plan”), which are the same rates used at the measurement date for financial reporting purposes. Additional assumptions used in calculating the present values are set forth in Note 14 to the consolidated financial statements in Kroger’s Annual Report on 10-K for fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026. |

  165. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides information on nonqualified deferred compensation for the NEOs for 2025.

  166. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY | Company Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Withdraws Distributions | Aggregate Balance at Last FYE(3) | | Ronald L. Sargent | — | — | — | — | — | | David J.C. Kennerley | — | — | — | — | — | | Mary Ellen Adcock | — | $35,764 | $21,135 | — | $403,761 | | Yael Cosset | — | $40,521 | $25,561 | — | $488,289 | | Timothy A. Massa | — | $39,120 | $28,043 | — | $535,685 | | Todd A. Foley | $187,500 | $18,080 | $11,740 | — | $356,088 | | W. Rodney McMullen | $12,500 | $77,472 | $1,167,036 | $1,615,215 | $17,132,348 |

  167. 2025 Nonqualified Deferred Compensation

    | (1) This amount includes Company contributions to the NEOs pursuant to the defined contribution restoration plan, which is intended to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals under the defined contribution plans in accordance with the Code. This amount is included in footnote 6 to the Summary Compensation Table for 2025. |

  168. 2025 Nonqualified Deferred Compensation

    | (2) This amount includes the aggregate earnings on Mr. McMullen’s account, including any above-market or preferential earnings. The amount of $227,673 earned in 2025 is deemed to be preferential earnings and is included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2025. |

  169. 2025 Nonqualified Deferred Compensation

    | (3) The amount of $4,870,584 for Mr. McMullen was reported in the Summary Compensation Tables covering fiscal years 2006 – 2024. |

  170. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Kroger does not have employment agreements that provide for payments to the NEOs in connection with a termination of employment or a change in control of Kroger. However, KEPP and award agreements for stock options, restricted stock and performance units provide for certain payments and benefits to participants, including the NEOs, in the event of a termination of employment or a change in control of Kroger, as defined in the applicable plan or agreement. Our pension plans and nonqualified deferred compensation plan also provide for certain payments and benefits to participants in the event of a termination of employment, as described above in the 2025 Pension Benefits section and the 2025 Nonqualified Deferred Compensation section, respectively.

  171. Long-Term Incentive Awards

    Long-Term Incentive Awards The following table describes the treatment of long-term incentive awards following a termination of employment or change in control of Kroger, as defined in the applicable agreements, for fiscal year 2025. In each case, the continued vesting, exercisability or eligibility for the incentive awards will end if the participant provides services to a competitor of Kroger.

  172. Long-Term Incentive Awards

    | Triggering Event | Stock Options | Restricted Stock | Performance Units | | Involuntary Termination | Forfeit all unvested options. Previously vested options remain exercisable for the shorter of one year after termination or the remainder of the original 10-year term | Forfeit all unvested shares | Forfeit all rights to units for which the three-year performance period has not ended | | Voluntary Termination/Retirement ● Prior to minimum age and five years of service(1) | Forfeit all unvested options. Previously vested options remain exercisable for the shorter of one year after termination or the remainder of the original 10-year term | Forfeit all unvested shares | Forfeit all rights to units for which the three-year performance period has not ended | | Voluntary Termination/ Retirement ● After minimum age and five years of service(1) | Unvested options held greater than one year continue vesting on the original schedule. All options are exercisable for remainder of the original 10- year term | Unvested shares held greater than one year continue vesting on the original schedule | Pro rata portion(2) of units earned based on performance results over the full three-year period | | Death | Unvested options are immediately vested. All options are exercisable for the remainder of the original 10- year term | Unvested shares immediately vest | Pro rata portion(2) of units earned based on performance results through the end of the fiscal year in which death occurs. Award will be paid following the end of such fiscal year | | Disability | Unvested options are immediately vested. All options are exercisable for remainder of the original 10-year term | Unvested shares immediately vest | Pro rata portion(2) of units earned based on performance results over the full three-year period | | Change in Control(3) ● For awards in March 2019 and thereafter | Unvested options only vest and become exercisable upon an actual or constructive termination of employment within two years following a change in control | Unvested shares only vest upon an actual or constructive termination of employment within two years following a change in control | 50% of the units granted at the beginning of the performance period earned upon an actual or constructive termination of employment within two years following a change in control |

  173. Long-Term Incentive Awards

    | (1) The minimum age requirement is age 62 for stock options and restricted stock and age 55 for performance units. |

  174. Long-Term Incentive Awards

    | (2) The prorated amount is equal to the number of weeks of active employment during the performance period divided by the total number of weeks in the performance period. |

  175. Long-Term Incentive Awards

    | (3) These benefits are payable upon an actual or constructive termination of employment within two years after a change in control, as defined in the applicable agreements. |

  176. Quantification of Payments upon Termination or Change in Control

    Quantification of Payments upon Termination or Change in Control The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on the last day of the fiscal year, January 31, 2026, given compensation, age and service levels as of that date and, where applicable, based on the closing market price per Kroger common share on the last trading day of the fiscal year ($62.85 on January 30, 2026). Amounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of such event, the market price of Kroger common shares, and the officer’s age, length of service and compensation level.

  177. Quantification of Payments upon Termination or Change in Control

    | Name | Involuntary Termination | Voluntary Termination/ Retirement | Death | Disability | Change in Control without Termination | Change in Control with Termination | | Ronald L. Sargent | | | | | | | | Accrued and Banked Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $0 | | Continued Health and Welfare Benefits | | | | | | $0 | | Stock Options | $0 | $0 | $0 | $0 | $0 | $0 | | Restricted Stock(3) | $0 | $0 | $9,845,704 | $9,845,704 | $0 | $9,845,704 | | Performance Units(4) | $0 | $0 | $0 | $0 | $0 | $0 | | Executive Group Life Insurance | | | $0 | | | | | David J.C. Kennerley | | | | | | | | Accrued and Banked Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $0 | | Continued Health and Welfare Benefits(1) | | | | | | $0 | | Stock Options(2) | $0 | $0 | $0 | $0 | $0 | $0 | | Restricted Stock(3) | $0 | $0 | $3,546,688 | $3,546,688 | $0 | $3,546,688 | | Performance Units(4) | $0 | $0 | $912,148 | $912,148 | $0 | $1,270,104 | | Executive Group Life Insurance | | | $0 | | | | | Mary Ellen Adcock | | | | | | | | Accrued and Banked Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $3,600,000 | | Continued Health and Welfare Benefits(1) | | | | | | $69,372 | | Stock Options(2) | $0 | $0 | $589,767 | $589,767 | $0 | $589,767 | | Restricted Stock(3) | $0 | $0 | $3,638,512 | $3,638,512 | $0 | $3,638,512 | | Performance Units(4) | $0 | $0 | $1,450,345 | $1,450,345 | $0 | $2,000,955 | | Executive Group Life Insurance | | | $1,350,000 | | | | | Yael Cosset | | | | | | | | Accrued and Banked Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $4,000,008 | | Continued Health and Welfare Benefits(1) | | | | | | $69,667 | | Stock Options(2) | $0 | $0 | $796,265 | $796,265 | $0 | $796,265 | | Restricted Stock(3) | $0 | $0 | $4,395,792 | $4,395,792 | $0 | $4,395,792 | | Performance Units(4) | $0 | $0 | $1,806,999 | $1,806,999 | $0 | $2,486,063 | | Executive Group Life Insurance | | | $1,500,000 | | | | | Timothy A. Massa | | | | | | | | Accrued and Banked Vacation | $0 | $0 | $0 | $0 | $0 | $0 | | Severance | | | | | | $3,960,000 | | Continued Health and Welfare Benefits(1) | | | | | | $57,111 | | Stock Options(2) | $0 | $0 | $580,242 | $580,242 | $0 | $580,242 | | Restricted Stock(3) | $0 | $0 | $3,545,934 | $3,545,934 | $0 | $3,545,934 | | Performance Units(4) | $0 | $1,450,345 | $1,450,345 | $1,450,345 | $0 | $2,000,955 | | Executive Group Life Insurance | | | $1,485,000 | | | |

  178. Quantification of Payments upon Termination or Change in Control

    | (1) Represents the aggregate present value of continued participation in the Company’s medical, dental and term life insurance plans, based on the premiums payable by the Company during the eligible period. The eligible period for continued medical and dental benefits is based on the level and length of service, which is 24 months for all NEOs. The eligible period for continued executive term life insurance coverage is six months for the NEOs. The amounts reported may ultimately be lower if the NEO is no longer eligible to receive benefits, which could occur upon obtaining other employment and becoming eligible for substantially equivalent benefits through the new employer. |

  179. Quantification of Payments upon Termination or Change in Control

    | (2) Amounts reported in the “Death,” “Disability,” and “Change in Control” columns represent the intrinsic value of the accelerated vesting of unvested stock options, calculated as the difference between the exercise price of the stock option and the closing price per Kroger common share on January 30, 2026. A value of $0 is attributed to stock options with an exercise price greater than the market price on the last day of the fiscal year. In accordance with SEC rules, no amount is reported in the “Voluntary Termination/Retirement” column because vesting is not accelerated, but the options may continue to vest on the original schedule if the conditions described above are met. |

  180. Quantification of Payments upon Termination or Change in Control

    | (3) Amounts reported in the “Death,” “Disability,” and “Change in Control” columns represent the aggregate value of the accelerated vesting of unvested restricted stock. In accordance with SEC rules, no amount is reported in the “Voluntary Termination/Retirement” column because vesting is not accelerated, but the restricted stock may continue to vest on the original schedule if the conditions described above are met. |

  181. Quantification of Payments upon Termination or Change in Control

    | (4) Amounts reported in the “Voluntary Termination/Retirement,” “Death” and “Disability” columns represent the aggregate value of the performance units granted in 2024 and 2025, based on performance through the last day of fiscal 2025 and prorated for the portion of the performance period completed. Amounts reported in the change in control column represent the aggregate value of 50% of the maximum number of performance units granted in 2024 and 2025. Awards under the 2023 Long-Term Incentive Plan were earned as of the last day of 2025 so each NEO age 55 or over was entitled to receive (regardless of the triggering event) the amount actually earned, which is reported in the Stock Awards column of the 2025 Option Exercises and Stock Vested Table. |

  182. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 38. The following table sets forth compensation information for our CEOs (Mr. Sargent and Mr. McMullen) and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.

  183. PAY VERSUS PERFORMANCE TABLE*

    PAY VERSUS PERFORMANCE TABLE*

  184. PAY VERSUS PERFORMANCE TABLE*

    | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | | (g) | (h) | | | Summary Compensation Table Total for Ronald Sargent* (1) (2) | Compensation Actually Paid to Ronald Sargent (3) | Summary Compensation Table Total for Rodney McMullen (4)(5) | Compensation Actually Paid to Rodney McMullen (6) | Average Summary Compensation Table Total for Non-PEO NEOs (7) | Average Compensation Actually Paid to Non-PEO NEOs (8) | Value of Initial Fixed $100 Investment Based on | | Net Income (10) ($) | Adjusted FIFO Operating Profit ($) in Millions (11) | | Year | | | | | | | Total Shareholder Return (9) | Peer Group Total Shareholder Return (9) ($) | | | | 2025 | $14,037,608 | $13,883,235 | $843,061 | $(27,697,216) | $6,300,854 | $4,312,446 | $202.66 | $217.65 | $1,016 | $4,905 | | 2024 | - | - | $15,631,028 | $21,332,878 | $4,958,926 | $5,841,074 | $194.50 | $193.49 | $2,665 | $4,674 | | 2023 | - | - | $15,710,572 | $16,841,015 | $5,373,738 | $5,669,814 | $142.48 | $133.33 | $2,164 | $4,986 | | 2022 | - | - | $19,209,843 | $23,325,794 | $6,117,423 | $6,281,085 | $135.86 | $114.43 | $2,244 | $5,079 | | 2021 | - | - | $18,168,730 | $36,111,316 | $5,644,957 | $9,323,327 | $128.57 | $118.08 | $1,665 | $4,310 |

  185. PAY VERSUS PERFORMANCE TABLE*

    *Totals in the above table might not equal the summation of the columns due to rounding.

  186. PAY VERSUS PERFORMANCE TABLE*

    | 1. | Mr. Sargent served as the Company’s principal executive officer (“PEO”) beginning March 2, 2025. |

  187. PAY VERSUS PERFORMANCE TABLE*

    | 2. | Represents the amount of total compensation reported for our Interim CEO, Mr. Sargent, in the “Total” column of the Summary Compensation Table (“SCT”)) for fiscal year 2025. |

  188. PAY VERSUS PERFORMANCE TABLE*

    | 3. | The dollar amount reported for Mr. Sargent in this column has been calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation actually earned, realized or received by the Interim CEO during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sargent’s total compensation for fiscal year 2025 to determine the CAP: |

  189. PAY VERSUS PERFORMANCE TABLE*

    | Mr. Sargent SCT Total to CAP Reconciliation | | | | | | | | Year | Reported Summary Compensation Table for PEO ($) | Minus: Reported Summary Compensation Table Value of Equity Awards (a) ($) | Plus/Minus: Equity Award Adjustments (b) ($) | Plus/Minus: Reported Change in the APV of Pension Benefits in Summary Compensation Table ($) | Plus: Pension Benefit Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2025 | 14,037,608 | 10,000,077 | 9,845,704 | – | – | 13,883,235 |

  190. PAY VERSUS PERFORMANCE TABLE*

    | a) | The amounts included in this column are the amounts reported in “Stock Awards” and “Option Awards” columns of the SCT for fiscal 2025 and are subtracted from the Reported Summary Compensation Table “SCT” for PEO. |

  191. PAY VERSUS PERFORMANCE TABLE*

    | b) | The equity award adjustments for fiscal 2025 were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K as follows: the equity award adjustments for each applicable year include the following: (i) addition of the year-end fair value of any equity awards granted in fiscal 2025 that are outstanding and unvested as of the end of the year; (ii) addition or subtraction of the amount equal to the change as of the end of fiscal 2025 (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of fiscal 2025; (iii) for equity awards that were granted and vested in fiscal 2025, addition of the fair value as of the vesting date; (iv) for equity awards granted in prior years that vested in fiscal 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during fiscal 2025, subtraction of the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in fiscal 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEOs are provided in the table below: |

  192. PAY VERSUS PERFORMANCE TABLE*

    | Mr. Sargent Equity Awards Adjustments | | | | | | | Year | Plus/Minus: Year End Fair Value of Awards Granted in the Year ($) | Plus/Minus: Change in Fair Value of Outstanding & Unvested Awards ($) | Plus: Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 9,845,704 | – | – | – | 9,845,704 |

  193. PAY VERSUS PERFORMANCE TABLE*

    | c) | The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” of the SCT for fiscal 2025. Total Pension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. |

  194. PAY VERSUS PERFORMANCE TABLE*

    | 4. | Mr. McMullen served as the Company’s PEO during fiscal 2021, 2022, 2023, and 2024 and during fiscal 2025 until his resignation on March 2, 2025. |

  195. PAY VERSUS PERFORMANCE TABLE*

    | 5. | Represents the amount of total compensation reported for the Company’s former PEO, Mr. McMullen, in the “Total” column of the Summary Compensation Table for the applicable fiscal years. |

  196. PAY VERSUS PERFORMANCE TABLE*

    | 6. | The dollar amounts reported for Mr. McMullen in this column has been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the CEO during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for fiscal year 2025 to determine the CAP using the same methodology as described in footnote 3: |

  197. PAY VERSUS PERFORMANCE TABLE*

    | Mr. McMullen SCT Total to CAP Reconciliation | | | | | | | | Year | Reported Summary Compensation Table for PEO ($) | Minus: Reported Summary Compensation Table Value of Equity Awards ($) | Plus/Minus: Equity Award Adjustments ($) | Plus/Minus: Reported Change in the APV of Pension Benefits in Summary Compensation Table ($) | Plus/Minus: Pension Benefit Adjustments(a) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 843,061 | – | – | 334,914 | | 508,147 |

  198. PAY VERSUS PERFORMANCE TABLE*

    | Mr. McMullen Equity Awards Adjustments | | | | | | | Year | Year End Fair Value of Awards Granted in the Year ($) | YoY Change in Fair Value of Outstanding & Unvested Awards ($) | Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | - | (28,205,363) | – | – | (28,205,363) |

  199. PAY VERSUS PERFORMANCE TABLE*

    | 7. | The amounts in this column are the amounts reported in “Change in Pension and Non-Qualified Deferred Compensation of the SCT” for fiscal 2025. Total Pension Benefits Adjustments are equal to the Pension Service Costs incurred during the relevant period. No Prior Service Costs were incurred as no modifications were made to the pension plan during the relevant period. |

  200. PAY VERSUS PERFORMANCE TABLE*

    | 8. | The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the Total column of the SCT in the applicable fiscal years. For 2025, our non-PEO NEOs were David J.C. Kennerley, Mary Ellen Adcock, Yael Cosset, Timothy A. Massa, and Todd A. Foley. For 2024, our non-PEO NEOs were Todd A. Foley, Mary Ellen Adcock, Yael Cosset, Timothy A. Massa, and Gary Millerchip. For 2023, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Timothy A. Massa. For 2022, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Timothy A. Massa. For 2021, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Michael J. Donnelly. |

  201. PAY VERSUS PERFORMANCE TABLE*

    | 9. | The dollar amounts reported in column (e) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable fiscal years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for fiscal 2025 to determine the CAP using the same methodology as described in footnote 3: |

  202. PAY VERSUS PERFORMANCE TABLE*

    | Average Non-PEO NEOs Summary Compensation Table Total to CAP Reconciliation | | | | | | | | Year | Average Reported Summary Compensation Table for Non-PEO NEOs ($) | Minus: Average Reported Summary Compensation Table Value for Equity Awards for Non- PEO NEOs ($) | Plus/Minus: Average Equity Award Adjustments(a) ($) | Plus/Minus: Average Reported Change in the APV of Pension Benefits in SCT(b) ($) | Plus/Minus: Average Pension Benefit Adjustments ($) | Average Compensation Actually Paid to non-PEO NEOs ($) | | 2025 | 6,300,854 | 4,404,136 | 2,415,728 | – | – | 4,312,446 |

  203. PAY VERSUS PERFORMANCE TABLE*

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below: |

  204. PAY VERSUS PERFORMANCE TABLE*

    | Equity Award Adjustments for Non-PEO NEOs | | | | | | | Year | Plus/Minus: Average Year End Fair Value of Awards Granted in the Year ($) | Plus/Minus: Average Change in Fair Value of Outstanding & Unvested Awards ($) | Plus/Minus: Average Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($) | Plus/Minus: Average Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustment ($) | | 2025 | 3,386,895 | (1,130,477) | 2,887 | 156,422 | 2,415,728 |

  205. PAY VERSUS PERFORMANCE TABLE*

    | 10. | Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. The cumulative TSR depicts a hypothetical $100 investment in Kroger common shares on January 30, 2021, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  206. PAY VERSUS PERFORMANCE TABLE*

    | 11. | Net income is as reported in the Company’s audited financial statements for the applicable year in accordance with U.S. GAAP. |

  207. PAY VERSUS PERFORMANCE TABLE*

    | 12. | Adjusted FIFO Operating Profit equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. For a reconciliation of non-GAAP information, see pages 28-36 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026. |

  208. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Interim CEO and Chairman, Mr. Sargent, to the annual total compensation of our median associate. Because both Mr. McMullen and Mr. Sargent served as CEOs during parts of fiscal 2025, we choose to use the compensation of the Interim CEO, Mr. Sargent, who was in the position on the date selected to identify the median employee. We then annualized Mr. Sargent’s annual total compensation. Using this methodology, the annual total compensation for our Interim CEO was $14,400,108. The annual total compensation of our median associate for 2025 was $34,552. As a result, we estimate that the ratio of our Interim CEO’s annual total compensation to that of our median associate for fiscal 2025 was 417 to 1. Our median employee is a full-time associate in the Central region. Over half of Kroger’s associates are part-time workers. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. The SEC rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Therefore, the estimated pay ratio reported above may not be comparable to the pay ratios reported by other companies and should not be used as a basis for comparison between companies. For 2025, our median employee is the same employee that was used in the 2024 CEO Pay Ratio calculation, as we reasonably believe there were no changes in our employee population or compensation arrangements that would have significantly affected our pay ratio calculation. We identified the “median employee” from our employee population on the last day of our 12th fiscal period (December 31, 2025), which included full-time, part-time, temporary, and seasonal employees who were employed on that date. The consistently applied compensation measure we used was “base salary/wages paid,” which we measured from the beginning of our payroll calendar year, January 1, 2025, through December 31, 2025; and as reflected on 2025 W-2 statements. For associates hired in 2025 or associates on leave at the end of 2025, their earnings were annualized based on their full-time equivalent percent and rate. We did not make any other adjustments permissible by the SEC nor did we make any other material assumptions or estimates to identify our median employee. We then determined the median associate’s annual total compensation using the Summary Compensation Table methodology as detailed in Item 402(c)(2)(x) of Regulation S-K and compared it to the annual total compensation of Mr. Sargent as detailed in the “Total” column of the Summary Compensation Table for 2025, to arrive at the pay ratio disclosed above.