UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 22, 2026
The Kroger Co.
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | No. 1-303 | 31-0345740 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1014 Vine Street Cincinnati, OH (Address of Principal Executive Offices) | 45202 (Zip Code) |
(513) 762-4000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Exchange on which registered: |
| Common Stock, $1.00 par value per share | KR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 22, 2026, Timothy A. Massa, the Executive Vice President and Associate Experience Officer of The Kroger Co. (the “Company”), provided notice to the Company of his intention to retire in the fall of 2026. Mr. Massa will continue in his role until September 2026 and is expected to remain an employee of the Company through July 1, 2027 to facilitate an orderly transition and assist the Company with key strategic projects. There will be no change to his compensation and he will not be eligible for future annual equity grants. His successor will be named at a later date.
SIGNATURES
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. | ||
| By: | /s/ George H. Vincent | |
| Name: | George H. Vincent | |
| Title: | Executive Vice President, General Counsel and Secretary | |
| Dated: May 27, 2026 | ||