Executive Change

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): March 13, 2025   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   45202 (Address of Principal Executive Offices)   (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(s)   Name Of Each 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.   As previously disclosed, on March 2, 2025, the Board of Directors (the “Board”) of The Kroger Co. (the “Company”) appointed Ronald Sargent to serve as interim Chief Executive Officer and Chairman of the Board. In his role as interim Chief Executive Officer and Chairman of the Board, Mr. Sargent will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a grant of 60,515 shares of restricted stock, which will vest one year from the date of the award.         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/ Christine S. Wheatley   Name: Christine S. Wheatley   Title: Senior Vice President, General Counsel and Secretary   Date: March 20, 2025