The Kroger Co. has finalized a debt offering comprising two separate tranches of senior notes, with the company stating it expects to use the net proceeds to refinance debt maturing in October 2026 and for general corporate purposes. The retailer filed a Form 8-K current report with the Securities and Exchange Commission on October 5, 2026, disclosing the issuance of these securities.
The first tranche consists of $650,000,000 in 5.800% Senior Notes due 2032. The second tranche comprises $850,000,000 in 6.200% Senior Notes due 2036. These securities were issued pursuant to a Prospectus Supplement dated September 28, 2026, under Registration Statement No. 333-295223 on Form S-3, which registered an indeterminate amount of securities.
Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Wells Fargo Securities, LLC served as representatives of the underwriters for the deal. The company executed an Underwriting Agreement and a Pricing Agreement, both dated September 28, 2026, with these firms. The Underwriting Agreement is filed as Exhibit 1.1 to the report, while the Pricing Agreement is attached as Exhibit 1.1.1.
Legal documentation for the notes includes the Fifty-First Supplemental Indenture for the 2032 notes and the Fifty-Second Supplemental Indenture for the 2036 notes, both dated October 5, 2026. These supplemental indentures supplement the original Indenture dated June 25, 1999, between The Kroger Co. and U.S. Bank Trust Company, National Association, acting as Trustee. U.S. Bank Trust Company, National Association is formerly known as Firstar Bank, National Association.
The filing includes legal opinions from George H. Vincent, Esq., and Freshfields US LLP. George H. Vincent signed the Form 8-K in his capacity as Executive Vice President, General Counsel and Secretary for The Kroger Co.