Kroger Co. Files 8-K Report

TL;DR

Kroger filed an 8-K, likely with financial updates. Watch for details.

AI Summary

On August 27, 2024, The Kroger Co. filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits," indicating updates or disclosures related to the company's financial status and significant occurrences. No specific financial figures or new events were detailed in the provided excerpt.

Why It Matters

This filing signals that Kroger is making official disclosures to the SEC, which could contain important updates for investors regarding financial performance or significant business events.

Risk Assessment

Risk Level: low — The filing is a standard disclosure form (8-K) and the provided excerpt does not contain specific negative or positive news, making the immediate risk level low.

Key Players & Entities

• The Kroger Co. (company) — Registrant
• August 27, 2024 (date) — Date of earliest event reported
• Ohio (location) — State of incorporation
• 513-762-4000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.00 — nge on which registered Common Stock $1.00 par value per share KR New York Sto
• $1,000,000,000 — ssuing an aggregate principal amount of $1,000,000,000 of 4.700% Senior Notes due 2026 (the "2
• $1,400,000,000 — nior Notes due 2027 (the "2027 notes"), $1,400,000,000 of 4.650% Senior Notes due 2029 (the "2
• $1,300,000,000 — nior Notes due 2029 (the "2029 notes"), $1,300,000,000 of 4.900% Senior Notes due 2031 (the "2
• $2,200,000,000 — nior Notes due 2031 (the "2031 notes"), $2,200,000,000 of 5.000% Senior Notes due 2034 (the "2
• $2,100,000,000 — ior Notes due 2034 (the "2034 notes") , $2,100,000,000 of 5.500% Senior Notes due 2054 (the "2
• $1,500,000,000 — r Notes due 2054 (the "2054 notes") and $1,500,000,000 of 5.650% Senior Notes due 2064 ( the "

Filing Documents

• tm2421523d7_8k.htm (8-K) — 32KB
• tm2421523d7_ex1-1.htm (EX-1.1) — 169KB
• tm2421523d7_ex1-1d1.htm (EX-1.1(1)) — 96KB
• tm2421523d7_ex4-3d1.htm (EX-4.3(1)) — 470KB
• tm2421523d7_ex5-1.htm (EX-5.1) — 12KB
• tm2421523d7_ex5-2.htm (EX-5.2) — 11KB
• tm2421523d7_8kimg001.jpg (GRAPHIC) — 4KB
• tm2421523d7_ex5-2img001.jpg (GRAPHIC) — 4KB
• tm2421523d7_ex1-1d1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-093481.txt ( ) — 1145KB
• kr-20240827.xsd (EX-101.SCH) — 3KB
• kr-20240827_lab.xml (EX-101.LAB) — 33KB
• kr-20240827_pre.xml (EX-101.PRE) — 22KB
• tm2421523d7_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. On May 20, 2022, The Kroger Co. (the "Company") filed Registration Statement No. 333-265130 on Form S-3 with the Securities and Exchange Commission pursuant to Rule 415 registering an indeterminate amount of securities (the "Registration Statement"). Pursuant to a Prospectus Supplement dated August 20, 2024 , the Company is issuing an aggregate principal amount of $1,000,000,000 of 4.700% Senior Notes due 2026 (the "2026 notes"), $1,000,000,000 of 4.600% Senior Notes due 2027 (the "2027 notes"), $1,400,000,000 of 4.650% Senior Notes due 2029 (the "2029 notes"), $1,300,000,000 of 4.900% Senior Notes due 2031 (the "2031 notes"), $2,200,000,000 of 5.000% Senior Notes due 2034 (the "2034 notes") , $2,100,000,000 of 5.500% Senior Notes due 2054 (the "2054 notes") and $1,500,000,000 of 5.650% Senior Notes due 2064 ( the "2064 notes" and together with the 2026 notes, 2027 notes, 2029 notes, 2031 notes, 2034 notes and 2054 notes , the "Notes"). In connection with the issuance of the Notes, the Company has executed an Underwriting Agreement dated as of August 20, 2024 and entered into a Pricing Agreement dated as of August 20, 2024, by and among the Company and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is attached hereto as Exhibit 1.1 and the Pricing Agreement is attached hereto as Exhibit 1.1.1. The Indenture for the Notes (the "Base Indenture"), dated as of June 25, 1999, between the Company and U.S. Bank Trust Company, National Association (formerly known as Firstar Bank, National Association), as Trustee (the "Trustee"), is filed as Exhibit 4.1 hereto. The Fiftieth Supplemental Indenture , relating to the Notes, dated as of August 27, 2024 , between the Company and the Trustee, supplements the Base Indenture. The Fiftieth Supplemental Indenture is attached hereto as Exhibit 4.3.1. An opinion of Christine S. Wheatley, Esq., including

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 1.1 Underwriting Agreement, dated as of August 20, 2024. 1.1.1 Pricing Agreement, dated as of August 20, 2024, among the Company, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC. 4.1 Indenture, dated as of June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 20, 1999). 4.3.1 Fiftieth Supplemental Indenture, relating to the Notes, dated as of August 27, 2024, between the Company and U.S. Bank National Association (formerly known as Firstar Bank, National Association), as Trustee. 5.1 Opinion of Christine S. Wheatley, Esq. 5.2 Opinion of Weil, Gotshal & Manges LLP. 23.1 Consent of Christine S. Wheatley, Esq., which is contained in her opinion filed as Exhibit 5.1. 23.2 Consent of Weil, Gotshal & Manges LLP, which is contained in its opinion filed as Exhibit 5.2. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE KROGER CO. August 27, 2024 By: /s/ Christine S. Wheatley Christine S. Wheatley Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR