Business Context and Reporting Period
This Form 8-K Current Report, dated February 4, 2026, covers The Kroger Co. (NYSE: KR). The filing primarily addresses a significant change in executive leadership, specifically the appointment of a new Chief Executive Officer (CEO) and Board member.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented is limited to the compensation package for the newly appointed CEO.
- Base Salary: $1,500,000 per year.
- Annual Cash Incentive: Target of 200% of base salary ($3,000,000), with a range of 0% to 200% of target.
- Long-Term Incentive (LTI): Annual target award opportunity of $12,000,000 (mix of stock options, restricted shares, and performance units).
- Special Grants: Additional performance units for 2024-2026 and 2025-2027 cycles, valued at $1,000,000 per cycle (subject to stock price and performance).
- Expatriate Benefits: Up to $250,000 annually for two years for housing and planning costs; $50,000 annually thereafter.
- Change in Control Severance: Cash severance equal to two times the sum of base salary plus target annual cash incentive.
Material Changes
The primary material change is the appointment of Gregory S. Foran as CEO and Board member, effective February 10, 2026. Mr. Foran replaces Ronald Sargent, who served as interim CEO. Mr. Sargent will continue as Chairman of the Board and principal executive officer until the filing of the 2026 Annual Report on Form 10-K.
Outlook, Risks, and Management Commentary
The filing details the transition of leadership and the compensation structure designed to align Mr. Foran's interests with the Company's long-term performance. No specific operational guidance, market outlook, or new risk factors were disclosed in this report. The compensation package is subject to the Company's clawback policies and stock ownership guidelines (target of six times base salary).
Investor Verification Checklist
- Verify the effective date of the CEO transition (February 10, 2026) and the interim role of Ronald Sargent.
- Review the specific performance metrics attached to the $12,000,000 annual LTI and the special grants for the 2024-2026 and 2025-2027 cycles.
- Confirm the terms of the expatriate benefits and their duration relative to Mr. Foran's relocation from New Zealand.
- Monitor the upcoming Form 10-K for the fiscal year ended January 31, 2026, for the first full financial reporting under the new leadership structure.