Kroger's Board of Directors Approves Additional $2.0 Billion Share Repurchase Authorization

CINCINNATI, Dec. 23, 2025 /PRNewswire/ -- The Kroger Co.'s (NYSE:KR) Board of Directors approved an incremental $2.0 billion share repurchase authorization, in addition to the $7.5 billion share repurchase authorization announced in December 2024. With the addition of this $2.0 billion authorization, Kroger has approximately $2.9 billion available under its share repurchase authorizations as of December 23, 2025.

"This additional authorization reflects the Board's confidence in Kroger's strong growth outlook and balance sheet," said Ron Sargent, Kroger's chairman and CEO. "Kroger continues to generate durable free cash flow and remains committed to disciplined capital allocation – investing in opportunities that strengthen our business and returning capital in a way that maximizes long-term value for shareholders."

Kroger expects to fund share repurchases with cash generated from operations and existing liquidity and remains committed to maintaining its investment-grade credit rating. Since 2015, Kroger has repurchased approximately 35% of its outstanding shares, demonstrating a consistent focus on returning capital to shareholders.

Under the share repurchase authorizations, Kroger may repurchase its outstanding common shares from time to time in open market or privately negotiated transactions, including accelerated share repurchase transactions, block trades, or pursuant to trading plans intended to comply with SEC Rule 10b5-1. The share repurchase authorizations have no expiration date. The timing of repurchases will depend upon several factors, including market and business conditions, and repurchases may be suspended or discontinued at any time.

Capital Allocation Strategy

Kroger expects to continue to generate strong free cash flow and remains committed to investing in the business to drive long-term sustainable net earnings growth, as well as maintaining its current investment grade debt rating. Kroger expects to continue to pay its quarterly dividend and expects this to increase over time, subject to board approval. Kroger plans to manage its capital structure towards its target leverage ratio over time, consistent with its disciplined financial strategy and capital allocation priorities. 

About Kroger

At The Kroger Co. (NYSE:KR), we are, across our family of companies more than 400,000 associates who serve over 11 million customers daily through an eCommerce and store experience under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.

This press release contains certain statements that constitute "forward-looking statements" about the future performance of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "continues," "expect," "goals," and "strategy."  Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings, as well as the following:

Kroger's ability to achieve sales, earnings, incremental FIFO operating profit, and adjusted free cash flow goals may be affected by: labor negotiations; potential work stoppages; changes in the unemployment rate; pressures in the labor market; changes in government-funded benefit programs; changes in the types and numbers of businesses that compete with Kroger; pricing and promotional activities of existing and new competitors, and the aggressiveness of that competition; Kroger's response to these actions; the state of the economy, including interest rates, the inflationary, disinflationary and/or deflationary trends and such trends in certain commodities, products and/or operating costs; the geopolitical environment including wars and conflicts; unstable political situations and social unrest; changes in tariffs; the effect that fuel costs have on consumer spending; volatility of fuel margins; manufacturing commodity costs; supply constraints; diesel fuel costs related to Kroger's logistics operations; trends in consumer spending; the extent to which Kroger's customers exercise caution in their purchasing in response to economic conditions; the uncertainty of economic growth or recession; stock repurchases; changes in the regulatory environment in which Kroger operates, along with changes in federal policy and at regulatory agencies; Kroger's ability to retain pharmacy sales from third party payors; consolidation in the healthcare industry, including pharmacy benefit managers; Kroger's ability to negotiate modifications to multi-employer pension plans; natural disasters or adverse weather conditions; the effect of public health crises or other significant catastrophic events; the potential costs and risks associated with potential cyber-attacks or data security breaches; the success of Kroger's future growth plans; the ability to execute our growth strategy and value creation model, including continued cost savings, growth of our alternative profit businesses, and our ability to better serve our customers and to generate customer loyalty and sustainable growth through our strategic pillars of fresh, our brands, personalization, and eCommerce; the outcome of litigation matters, including those relating to the terminated transaction with Albertsons; and the risks relating to or arising from our opioid litigation settlements, including the risk of litigation relating to persons, entities, or jurisdictions that do not participate in those settlements. Our ability to achieve these goals may also be affected by our ability to manage the factors identified above. Our ability to execute our financial strategy may be affected by our ability to generate cash flow.

Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

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SOURCE The Kroger Co.