KR: Leadership change · Company disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 31, 2026, The Kroger Co. (“Kroger” or the “Company”) appointed Mark Ibbotson, 63, as Executive Vice President and Chief Store Operations Officer, effective as of September 14, 2026. Since 2020, Mr. Ibbotson has been a strategic advisor to retail and technology companies and has served as a Senior Advisor for McKinsey & Company for the last four years. Prior thereto, he previously served in various roles at Wal-Mart U.S. and its former UK subsidiary Asda since 2004, including as Executive Vice President of Central Operations and Realty, and Senior Vice President of Innovation. In his role as Executive Vice President and Chief Store Operations Officer of Kroger, Mr. Ibbotson: (i) will receive an annual base salary of $1,000,000; (ii) is eligible for an annual incentive bonus target equal to 110% of his base salary (pro-rated for 2026); (iii) will receive a one time grant of $1.25 million in restricted shares, vesting ratably over 3 years, to be awarded in December 2026; (iv) will receive a grant of $1.25 million in performance unit equity awards under the 2026-2028 long-term incentive plan, to be awarded in December 2026; (v) will receive a one-time grant of $1 million in restricted shares that will vest ratably over two years, to be awarded in December 2026; and (vi) is eligible for an annual long-term equity grant in March 2027, which will vest over 3 years, and for performance unit equity awards pursuant to Kroger’s Long-Term Incentive Plan, together with a current total target value of $5 million. Mr. Ibbotson will participate in the Company’s standard executive relocation program, including temporary ho