S-8 1 tm2619293d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on June 30, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

The Kroger Co.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction

of incorporation or organization)

31-0345740

(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, Ohio 45202

(Address of principal executive offices, including zip code)

The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan

(Full title of the plan)

George H. Vincent, Esq.

Executive Vice President, General Counsel and Secretary

The Kroger Co.

1014 Vine Street

Cincinnati, Ohio 45202

(513) 762-4000

(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	¨

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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

The Kroger Co. (the “Registrant”) hereby files this Registration Statement on Form S-8 (the “Registration Statement”) to register under the Securities Act of 1933, as amended (the “Securities Act”) an additional 42,300,000 common shares, $1.00 par value per share (the “Common Shares”), under The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan (as amended or amended and restated to date, the “Plan”). The Plan is an amendment and restatement of The Kroger Co. 2019 Amended and Restated Long-Term Incentive Plan (which itself is an amendment and restatement of The Kroger Co. 2019 Long-Term Incentive Plan). Two previously-filed registration statements on Form S-8 relating to the Plan are effective. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333-266030) filed by the Registrant on July 6, 2022, as well as the contents of the Registration Statement on Form S-8 (Registration No. 333-232437) filed by the Registrant on June 28, 2019, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

(a)

The Registrant’s Annual Report on Form 10-K for the year ended January 31, 2026 (Commission File No. 001-00303), filed March 31, 2026;

(b)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 23, 2026 (Commission File No. 001-00303), filed June 26, 2026 ;

(c)

The Registrant’s Current Report on Form 8-K (Commission File No. 001-00303), filed February 9, 2026 (Item 5.02 only), May 27, 2026 and June 26,2026; and

(d)

The description of the Common Shares contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (Commission File No. 001-00303), filed April 1, 2020, and as amended by any subsequent amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number

Description

4.1

Amended Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 22, 2010 (Commission File No. 001-00303)), as amended by the Amendment to Amended Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 23, 2015) (Commission File No. 001-00303)

4.2	Regulations of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, dated June 27, 2019 (Commission File 001-00303), filed on June 27, 2019)

4.3	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (Commission File No. 001-00303), filed April 1, 2020)

4.4	The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-00303), filed May 13, 2026)

5.1	Opinion of Jones Day (filed herewith)

23.1	Consent of PricewaterhouseCoopers LLP (filed herewith)

23.2	Consent of Jones Day (included in Exhibit 5.1) (filed herewith)

24.1	Powers of Attorney (filed herewith)

107	Calculation of Filing Fee Tables (filed herewith)

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on this 30th day of June, 2026.

THE KROGER CO.

By:	/s/ George H. Vincent
	Name:	George H. Vincent
	Title:	Executive Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following capacities indicated on June 30, 2026.

*		Chief Executive Officer and Director (principal executive officer)
Gregory S. Foran

*		Executive Vice President and Chief Financial Officer (principal financial officer)
David J.C. Kennerley

*		Group Vice President, Corporate Controller and Assistant Treasurer (principal accounting officer)
Brian W. Nichols

*		Director
Nora A. Aufreiter		Director

*		Director
Kevin M. Brown		Director

*		Director
Mitchell R. Butier		Director

*		Director
Anne Gates		Director

*		Director
Karen M. Hoguet		Director

*		Director
Ronald L. Sargent		Director

*		Director
J. Amanda Sourry Knox		Director

*		Director
Mark S. Sutton		Director

*		Director
Ashok Vemuri		Director

* This Registration Statement has been signed on behalf of the above officers and directors by Stacey M. Heiser, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

By:	/s/ Stacey M. Heiser
	Stacy M. Heiser, attorney-in-fact