KR: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective July 1, 2026, Ronald L. Sargent, who has served as Chairman of the Board of Directors (the “Board”) of The Kroger Co. (the “Company”) since March 2025, will cease serving as an employee of the Company. Mr. Sargent will continue serving as Chairman of the Board in a non-executive capacity. As Non-Executive Chairman of the Board, Mr. Sargent will be eligible to receive the Company’s standard annual non-employee director compensation consistent with the compensation described in its most recent Proxy Statement filed with the Securities and Exchange Commission on May 13, 2026, under the heading “Director Compensation,” except that, effective July 1, 2026, each non-employee member of the Board will receive total cash compensation consisting of an annual retainer of $115,000 and an annual grant of incentive shares (Kroger common shares) with a value of approximately $215,000. Additionally, Mr. Sargent will be eligible to receive an annual grant of incentive shares (Kroger common shares) with a value of approximately $250,000 for his service as Non-Executive Chairman of the Board. Item 5.07 Submission of Matters to a Vote of Security Holders. On June 25, 2026, The Kroger Co. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2027, or until their successors have been elected and qualified; approved the Company’s executive compensation on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2026; approved the Seco