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): August 31, 2026

The Kroger Co.

(Exact Name of Registrant as Specified in Its Charter)

(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:

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 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 housing for 90 days.

There are no family relationships, or arrangements or understandings between Mr. Ibbotson and any other person pursuant to which he was appointed Executive Vice President and Chief Retail Store Operations Officer.  Mr. Ibbotson has not engaged in any transaction with the Company during the last fiscal year, and he does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

On September 2, 2026, Kroger issued a press release regarding the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and the press release attached hereto as Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Kroger under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

(d) Exhibits

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.

Date: September 2, 2026