Material Event Form 8 K

Item 8.01 Other Events.

On May 20, 2022, The Kroger Co. (the "Company") filed Registration Statement No. 333-265130 on Form S-3 with the Securities and Exchange Commission pursuant to Rule 415 registering an indeterminate amount of securities (the "Registration Statement"). Pursuant to a Prospectus Supplement dated August 20, 2024, the Company is issuing an aggregate principal amount of $1,000,000,000 of 4.700% Senior Notes due 2026 (the "2026 notes"), $1,000,000,000 of 4.600% Senior Notes due 2027 (the "2027 notes"), $1,400,000,000 of 4.650% Senior Notes due 2029 (the "2029 notes"), $1,300,000,000 of 4.900% Senior Notes due 2031 (the "2031 notes"), $2,200,000,000 of 5.000% Senior Notes due 2034 (the "2034 notes"), $2,100,000,000 of 5.500% Senior Notes due 2054 (the "2054 notes") and $1,500,000,000 of 5.650% Senior Notes due 2064 (the "2064 notes" and together with the 2026 notes, 2027 notes, 2029 notes, 2031 notes, 2034 notes and 2054 notes, the "Notes").

In connection with the issuance of the Notes, the Company has executed an Underwriting Agreement dated as of August 20, 2024 and entered into a Pricing Agreement dated as of August 20, 2024, by and among the Company and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is attached hereto as Exhibit 1.1 and the Pricing Agreement is attached hereto as Exhibit 1.1.1.

The Indenture for the Notes (the "Base Indenture"), dated as of June 25, 1999, between the Company and U.S. Bank Trust Company, National Association (formerly known as Firstar Bank, National Association), as Trustee (the "Trustee"), is filed as Exhibit 4.1 hereto.

The Fiftieth Supplemental Indenture, relating to the Notes, dated as of August 27, 2024, between the Company and the Trustee, supplements the Base Indenture. The Fiftieth Supplemental Indenture is attached hereto as Exhibit 4.3.1.

An opinion of Christine S. Wheatley, Esq., including her consent, is attached hereto as Exhibit 5.1. An opinion of Weil, Gotshal & Manges LLP, including its consent, is attached hereto as Exhibit 5.2.