8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report : June 26, 2025

(Date of earliest event reported)

The Kroger Co.

(Exact name of registrant as specified in its charter)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(513) 762-4000

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))

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. ¨

On June 26, 2025, The Kroger Co. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2026, 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 2025; rejected a shareholder proposal regarding a report on discarded cigarette pollution; rejected a shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers; and rejected a shareholder proposal reading a report on safeguarding the privacy of consumer health data.

The final results are as follows:

Item 7.01    Regulation FD Disclosure

During the Company’s 2025 virtual Annual Meeting of Shareholders, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the final question of the Q&A portion of the meeting. As a result, no one heard the Company’s response to the final question. Attached to this Form 8-K as Exhibit 99.1, is the final shareholder question submitted during the meeting along with the response from the Company.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits.

SIGNATURE

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.

Exhibit 99.1

Question Asked During Kroger’s 2025 Annual Meeting of Shareholders

Question:

A shareholder asked how is Kroger thinking about the changing tariff situation and will the company pass those costs on to the consumer?

Kroger Response (Ronald Sargent, Interim Chief Executive Officer and Chairman of the Board):

As I shared last week, Kroger is less impacted by the proposed tariffs than some of our competitors given the kinds of products we sell. Where we see a potential impact, we have been proactively working with suppliers to source products from areas that are less affected by the proposed tariffs. The bottom line is that we see price increases as a last resort, and we will do everything we can to avoid increasing prices for customers who need value now more than ever.

Thank you for joining us today and thank you for your continued support of The Kroger Co. We look forward to seeing you in our stores soon.