{"url_path":"/sec/kr/proxy/2026-05-13/000110465926060250","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/56873/0001104659-26-060250-index.html","accession_number":"0001104659-26-060250","cik":"0000056873","ticker":"KR","issuer_name":"KROGER CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/56873/0001104659-26-060250-index.html","primary_entity_key":"0000056873","primary_entity_name":"KROGER CO"},"word_count":60339,"has_tables":true,"body_markdown":"** **\n\n**UNITED\nSTATES\nSECURITIES AND EXCHANGE COMMISSION****Washington D.C. 20549**\n\n \n\n \n\n \n\n**SCHEDULE 14A**\n\n**Proxy Statement Pursuant to Section 14(a) of\nthe\nSecurities Exchange Act of 1934**\n\n \n\n \n\n \n\nFiled by\nthe Registrant      Filed by a Party other than the Registrant  ☐\n\n \n\nCheck the appropriate box:\n\n \n\n☐ Preliminary Proxy Statement\n\n   \n\n☐ **Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n   \n\n Definitive Proxy Statement\n\n   \n\n☐ Definitive Additional Materials\n\n   \n\n☐ Soliciting Material under § 240.14a-12\n\n   \n\n**THE KROGER CO.**\n\n**(Name of Registrant as Specified in Its Charter)**\n\n \n\n**(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)**\n\n \n\nPayment of Filing Fee (Check all boxes that apply):\n\n \n\n No fee required\n\n   \n\n☐ Fee paid previously with preliminary materials\n\n \n\n☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFellow Shareholders,\n\n \n\nWhen I\njoined Kroger earlier this year, I got straight to the thing I enjoy the most – walking our stores, distribution centers and\nmanufacturing facilities.\n\n \n\nI watched\nhow our customers shopped – what they put in their carts and what they left on the shelf. I heard from associates across the company\nabout what is going well and what we need to do better.\n\n \n\nI found\na lot to be proud of.\n\n \n\nKroger\nserves more than 11 million customers a day. Our stores support communities across America, run by associates who know what their neighbors\nneed and want. The company’s Our Brands portfolio competes with national brands on both quality and affordability. Our eCommerce\nbusiness is growing quickly and is set to be profitable this year for the first time in the company’s history. We have industry-leading\ndata and insight capabilities. Few retailers start with a foundation this strong, and even fewer have this much room to grow from it.\n\n \n\nWith that\nin mind, today, we have a gap between where we are and becoming the best Kroger we can be – and I am relentlessly focused on closing\nthat gap as fast as possible.\n\n \n\n**Building on a solid foundation**\n\nKroger\nmust operate more efficiently. From sourcing products to managing goods and services, to structuring the organization, we need to move\nfaster and take better advantage of our near-national scale.\n\n \n\nWe are\nworking to free up resources so they can create the most value. Every dollar saved goes somewhere specific – lowering prices and\nimproving the customer experience.\n\n \n\nOur Brands\nhas an important role to play in this equation. Growing our owned brand penetration will help our customers save while improving shareholder\nvalue. Every time a customer picks one of our brands instead of a national brand, we earn better margins and they get a better deal.\nThis year, we are improving quality by reformulating our products, refining ingredients and benchmarking against the best items we can\nfind. When customers choose an Our Brands product, we want them to know they made the smartest choice in the aisle.\n\n \n\n**Investing in affordability**\n\nValue\nis more than the price on the shelf. It's the right combination of affordability and quality — and it is what earns customer loyalty.\nCustomers should find everyday prices they trust, paired with promotions that are simple and easy to understand.\n\n \n\nWe are\nlowering prices and sharpening our promotions so value is easy to see. Our customers need to trust they will find the best prices on\nthe high-quality products Kroger is known for. That’s why we are taking a disciplined look across our operations to unlock cost\nsavings – and reinvesting those dollars directly into lower prices for our customers. This includes how we source products, how\nwe manage our supply chain and how we modernize our work through initiatives like the Kroger Capability Center. This work is complementary\n– the savings we generate today become value our customers receive tomorrow.\n\n \n\n1\n\n \n\n \n\n**Growing our footprint in\nstores and online**\n\nI have\nreal conviction in our stores. They are highly efficient and offer customers an experience our competitors simply cannot match: Fresh\nfood, real value, broad assortment and genuine convenience. When a customer walks into a Kroger store and finds exactly what they need,\nat a price they trust, with associates who are ready to help – that is the experience we are building toward. In every store, every\nvisit. Kroger has all the ingredients required to win in food retail, and Kroger is built to lead.\n\n \n\nThat is\nwhy we are laying the groundwork to open more new stores and complete more renovations than in previous years, growing new stores by\n30% in 2026. We will also evaluate a range of formats, including smaller and medium-sized stores, so we can serve more customers in more\ncommunities.\n\n \n\neCommerce\nis one of our most important growth engines. We are extending our reach through third-party delivery that prioritizes profitability alongside\ngrowth. As eCommerce grows, it fuels our retail media business, which creates value for our suppliers and generates profit we can reinvest\nin lower prices for customers.\n\n \n\nUnderpinning\nall of this is our investment in technology, including AI. Used well, it helps us understand the neighborhoods we serve, spot problems\nbefore they grow and give our associates simpler tools to do their jobs. We have many examples live today, including a program that helps\nfresh products move through our supply chain faster and at a lower cost. This means customers get better quality and we operate more\nefficiently. Technology will not replace good operators, it will make good operators better. That's how we intend to use it.\n\n \n\nAs I told\nyou in March, I’ve been in the food business long enough to know what good looks like. It starts with the customer, builds\nwith consistent and disciplined execution, and requires a team who wants to win.\n\n \n\nIn my\nfour months at Kroger, I’ve seen the foundation, the assets and the people. It's on me to make sure we move with the speed\nand conviction this moment demands to provide a better experience for our customers, remove barriers for our associates, and deliver\nstrong returns for our shareholders.\n\n \n\nI remain\nincredibly excited to be on this team and look forward to what we will achieve together.\n\n \n\nThank you,\n\n \n\nGreg Foran \n\nCEO, The Kroger Co.\n\n \n\n \n\nGregory S. Foran \n\nCEO, The Kroger Co.\n\n \n\n2\n\n \n\n \n\n \n\n \n\nFellow Shareholders,\n\n \n\nI’ve\nbeen part of Kroger’s story for a while now. And I know the company well enough to know Kroger is at its best when we deliver on\nthe basics – taking care of our customers, running great stores and focusing our resources where they provide the most value.\n\n \n\n2025 was\na strong year – we nearly doubled our identical sales without fuel, grew earnings per share by 9% and delivered a great store experience.\nThe eCommerce business we’ve been building crossed $16 billion in sales. These results reflect the hard work of more than 403,000\nassociates and the real ways they serve communities across the country. Strong results are the starting point of meaningful growth, and\nwe still have more work to do.\n\n \n\nAn important\npart of the work we did last year was to find the right person for the CEO seat. The Board of Directors knew selecting the first external\nCEO would be a defining decision in Kroger’s history, and we were deliberate in the choice. I am confident we got it right.\n\n \n\nBefore\nhe started, we knew Greg Foran was the real deal – and I’ve seen it continue to be true in the four months since his first\nday. Immediately, he began traveling to stores, visiting distribution centers and walking manufacturing facilities. He talked with associates\nand asked the difficult questions necessary to form clear views about what we need to accomplish together. Greg is direct about our opportunities\nand honest about the path forward. This is what Kroger needs today and while writing our next chapter.\n\n \n\nI want\nto close with a personal reflection.\n\n \n\nKroger\nhas been around for 143 years and navigated a lot in that time – all to come out stronger on the other side. Companies achieve\nthis kind of staying power when everyone from the stores to the manufacturing floor to the support offices show up and work toward a\ncommon goal.\n\n \n\nIn my\nyear as CEO and many before as a board member, I got to know our associates. I have a great respect for them and am confident we\nare moving in the right direction and moving fast.\n\n \n\nThank\nyou for your continued trust in our Board of Directors – and I look forward to seeing you in our stores.\n\n \n\n \n\n \n\nRonald L. Sargent\n\nChairman, The Kroger Co.\n\n \n\n3\n\n \n\n \n\n**Zero\nHunger | Zero Waste: Community Service Award Recipients**\n\n \n\nWe encourage\nour associates to volunteer to serve our communities in ways that align with Kroger’s Zero Hunger | Zero Waste impact plan. Their\npersonal commitment and dedication to local hunger relief agencies and other nonprofit organizations helps the Company live our Purpose:\nto Feed the Human Spirit. These are our 2025 Community Service Award recipients:\n\n \n\n**Atlanta\nDivision**\n\nAlana\nSerrette\n\n**Fry’s\nDivision**\n\nRobyn\nWare\n\n**Mid-Atlantic\nDivision**\n\nDick\nFoster\n\n**Central\nDivision**\n\nLinda\nShaw\n\n**Houston\nDivision**\n\nShelly\nCrichlow\n\n**Nashville\nDivision**\n\nNancy\nLee Alexander\n\n**Dallas\nDivision**\n\nHeath\nHill\n\n**Louisville\nDivision**\n\nAllison\nGousha\n\n**QFC\nDivision**\n\nAllison\nTodd\n\n**Delta\nDivision**\n\nDennis\nCobb\n\n**Manufacturing**\n\nRosi\nLempea\n\n**Roundy’s\nDivision**\n\nSue\nClark\n\n**Dillons\nDivision**\n\nNichole\nMiller\n\nChristine\nLogan\n\n**Mariano’s\nDivision**\n\nMicah\nKephart\n\n**Smith’s\nDivision**\n\nDebra\nGrusman\n\n**Fred\nMeyer Division**\n\nAnthony\nPurdie\n\n**Michigan\nDivision**\n\nAbigail\nBaker\n\n**Store\nSupport Center**\n\nTim\nLeach\n\nConner\nMcFerron\n\n \n\n4\n\n \n\n \n\n**Proxy\nSummary**\n\n \n\nThis summary\nhighlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider.\nYou should read the entire Proxy Statement carefully before voting.\n\n \n\n**Overview of Voting Matters\nand Board Recommendations**\n\n \n\n**Proposals**\n**Board\nRecommendation**\n\nNo. 1\nElection of Directors\n\n**FOR**\n\nEach\nDirector Nominee recommended by your Board\n\nNo. 2\nApproval, on an Advisory Basis of Named\n\nExecutive Officer Compensation\n**FOR**\n\nNo. 3\nRatification of Independent Auditors\n\n**FOR**\n\nNo. 4\nApproval of The Kroger Co. 2019 Second\n\nAmended and Restated Long-Term Incentive Plan\n**FOR**\n\nNo. 5\nShareholder Proposal\n\n**AGAINST** \n\n \n\n \n\n**Corporate Governance\nHighlights**\n\n \n\nKroger\nis committed to strong corporate governance. We believe that strong governance builds trust and promotes the long-term interests of our\nshareholders. Highlights of our corporate governance practices include the following:\n\n \n\n**Board Governance Practices**\n\n \n\n✓Strong\nBoard oversight of enterprise risk.\n\n \n\n✓Strong\nexperienced independent Lead Director with clearly defined role and responsibilities.\n\n \n\n✓Commitment\nto Board refreshment and diversity of skills, background and experience.\n\n \n\n✓Annual\nevaluation of the CEO by the independent directors, led by the independent Lead Director.\n\n \n\n✓All\ndirector nominees are independent, except for the CEO and the Chairman.\n\n \n\n✓All\nfive Board Committees are fully independent.\n\n \n\n✓Annual\nBoard and Committee self-assessments conducted by the independent Lead Director or an independent\nthird party.\n\n \n\n✓Regular\nexecutive sessions of the independent directors, at the Board and Committee level.\n\n \n\n✓High\ndegree of Board interaction with management to ensure successful oversight and succession\nplanning.\n\n \n\n✓Balanced\ntenure.\n\n \n\n5\n\n \n\n \n\n✓Robust\nshareholder engagement program.\n\n \n\n✓Robust\ncode of ethics.\n\n \n\n**Shareholder Rights**\n\n \n\n✓Annual\ndirector election.\n\n \n\n✓Simple\nmajority standard for uncontested director elections and plurality in contested elections.\n\n \n\n✓No\npoison pill.\n\n \n\n✓Shareholders\nhave the right to call a special meeting.\n\n \n\n✓Robust,\nlong-standing shareholder engagement program with regular engagements, including with Lead\nDirector, to better understand shareholders’ perspectives and concerns on a broad array\nof topics.\n\n \n\n✓Direct\nproxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders,\nholding 3% of the Company’s common shares for at least three years to nominate candidates\nfor the greater of two seats or 20% of Board nominees.\n\n  \n\n**Compensation Governance**\n\n \n\n✓Robust\nclawback and recoupment policy in compliance with NYSE listing rules.\n\n \n\n✓Pay\nprogram tied to performance and business strategy.\n\n \n\n✓Majority\nof pay is long-term and at-risk with no guaranteed bonuses or salary increases.\n\n \n\n✓Stock\nownership guidelines align executive and director interests with those of shareholders.\n\n \n\n✓Prohibition\non all hedging, pledging, and short sales of Kroger securities by directors and executive\nofficers.\n\n \n\n**Responsible Business Strategy**\n\n \n\n✓Long-standing\nBoard Committee dedicated to oversight of topics related to corporate responsibility—\n\n \n\nPublic Responsibilities Committee\n— formed in 1977.\n\n \n\n✓Annual\nreport sharing progress for Kroger’s responsible business strategy and Zero Hunger\n| Zero Waste impact plan, including efforts to improve Food Access and Affordability, Health\nand Nutrition, and Waste and Circularity.\n\n \n\n✓The\n2025 Responsible Business Report represents the 19th year of describing our progress\nand initiatives regarding sustainability and other matters of corporate responsibility.\n\n \n\n✓Ongoing\nengagement with shareholders and other stakeholders on a wide range of sustainability and\nsocial impact topics.\n\n \n\n✓Kroger’s\n*Thriving Together*strategy builds on our long history of operating responsibly, advancing\nopportunity and sustainability in our own operations and supply chain, and giving back meaningfully\nto our communities.\n\n \n\noThe\nstrategy reflects our Purpose – To Feed the Human Spirit – and aims to achieve\npositive, lasting changes for our associates, customers and communities. The centerpiece\nof Kroger’s strategy is our Zero Hunger | Zero Waste impact plan. Introduced in 2017,\nZero Hunger | Zero Waste is an industry-leading plan focused on ending hunger and food waste\nin our communities.\n\n \n\noOur\nstrategy focuses on material topics of importance to our business, our communities and other\nkey stakeholders. Key topics, informed by a structured materiality assessment and community\nengagement, align to three strategic pillars: People, Planet and Governance.\n\n \n\n6\n\n \n\n \n\n**Director Nominee Highlights**\n\n \n\n \nStanding\nCommittee Membership\n\nOther\n\nPublic\n\n \nDirector\n \n \n \n \n \nCompany\n\n**Name**\n**Age****'**\nPrimary\nOccupation\nIndependent\nSince\nA\nC&T\nCG\nF\nPR\nBoards\n\n**Nora\nA****. Aufreiter**\n66\nDirector\nEmeritus\nof\n\nMcKinsey &\nCompany\n✓\n2014\n \n \n \n●\n\n2\n\n**Kev****in\nM. Brown**\n63\nExecutive\nVice\n\nPresident and Chief\n\nSupply Chain Officer of\n\nDell Technologies\n✓\n2021\n \n●\n \n \n●\n \n\n**Mitchell\nR. Butier**\n53\nChairman\nof Avery\n\nDennison Corp.\n✓\n \n \n \n \n \n \n1\n\n**Gregory\nS. Foran**\n64\nChief\nExecutive Officer\n \n2026\n \n \n \n \n \n1\n\n**Anne\nGates**\n66\nFormer\nPresident of\n\nMGA Entertainment, \n\nInc.\n✓\n2015\n\n$\n \n●\n \n \n2\n\n**Karen\nM. Hoguet**\n69\nFormer\nChief Financial\n\nOfficer of Macey’s, Inc.\n✓\n2019\n$\n\n●\n \n \n\n \n \n\n**Ronald\nL. Sargent**\n70\nChairman\nof the Board\n \n2006\n \n \n \n \n \n2\n\n**J.\nAmanda Sourry Knox**(Amanda Sourry)\n62\nFormer\nPresident of\n\nNorth America for\n\nUnilever\n✓\n2021\n \n\n \n●\n \n1\n\n**Mark\nS. Sutton****†**\n64\nFormer\nChairman and\n\nChief Executive Officer\n\nof International Paper\n✓\n2017\n \n●\n\n \n \n \n\n**Ashok\nVemuri**\n58\nFormer\nChief\n\nExecutive Officer and\n\nDirector of Conduent\n\nIncorporated\n✓\n2019\n$\n\n●\n \n \n●\n \n1\n\n \n\n  \n\n**A**\nAudit\nCommittee\n\nCommittee\nChair\n*\nAge\nas of record date\n\n**C&T**\nCompensation &\nTalent Development Committee\n$\nFinancial\nExpert\n†\nLead Director\n\n**CG**\nCorporate\nGovernance Committee\n \n \n \n \n\n**F**\nFinance Committee\n \n \n \n \n\n**PR**\nPublic Responsibilities\nCommittee Member\n \n \n \n \n\n \n\n7\n\n \n\n \n\n**2026 Director Nominee\nSkills and Experience**\n\n \n\n**Key\nAttributes and Skills of All Kroger Director Nominees**\n\n \n\n●Intellectual\nand analytical skills\n\n●High\nintegrity and business ethics\n\n●Strength\nof character and judgment\n\n●Ability\nto devote significant time to Board duties\n\n●Desire\nand ability to continually build expertise in emerging areas of strategic focus for our Company\n\n●Demonstrated\nsupport of our longstanding values of diversity and inclusion\n\n \n\n \n\n●Business\nand professional achievements\n\n●Ability\nto represent the interests of all shareholders\n\n●Knowledge\nof corporate governance matters\n\n●Understanding\nof the advisory and proactive oversight responsibility of our Board\n\n●Comprehension\nof the responsibility of a public company director and the fiduciary duties owed to shareholders\n\n●Ability\nto work cooperatively with other members of the Board\n\n \n\n \n**Nora\nAufreiter**\n**Kevin\nBrown**\n**Mitchell\nButier**\n**Greg\nForan**\n**Anne\nGates**\n**Karen\nHoguet**\n**Ronald\nSargent**\n**Amanda\nSourry**\n**Mark\nSutton**\n**Ashok\nVemuri**\n**Total\n\n(of 10)**\n\nBusiness\n\nManagement\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nRetail\n●\n \n \n●\n●\n●\n●\n●\n \n \n6\n\nConsumer\n●\n●\n \n●\n●\n●\n●\n●\n \n \n7\n\nFinancial\nExpertise\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nRisk\nManagement\n \n●\n●\n●\n●\n●\n●\n●\n●\n●\n9\n\nOperations &\n\nTechnology\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nManufacturing\n \n●\n●\n \n●\n \n \n \n●\n \n4\n\nResponsible\n\nBusiness Practices\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\n \n\n \n\n**2025 Compensation Highlights**\n\n \n\n**Executive Compensation\nPhilosophy**\n\n \n\n**Executive Summary**\n\n  \n\n \n**We delivered strong performance in 2025.**Kroger achieved strong results in 2025, building on growth over\nthe last three years. We delivered a fresh, affordable, and seamless shopping experience for our customers, with zero compromise on\nquality, selection, or convenience. We also delivered on our financial commitments through our strong, resilient Value Creation Model.\nIn 2025, we achieved financial performance results of ID sales growth, without fuel, of 2.9%1, and adjusted FIFO operating\nprofit, including fuel, of $4.9 billion2.\n\n \n\n \n\n \n\n1 Excludes adjustment\nitems.\n\n2 See pages 28-36\nof our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026, for\na reconciliation of GAAP operating profit to adjusted FIFO operating profit.\n\n \n\n8\n\n \n\n \n\n**Our executive compensation program aligns with long-term shareholder value creation.**On average, 85%\nof the non-CEO NEOs’ compensation is at risk and performance-based, tied to achievement of financial and operational performance\ntargets that are important to our shareholders and our long-term share price performance.\n\n  \n\n**The annual performance incentive was earned slightly below target.**The annual incentive program, based\non a grid of identical sales, excluding fuel, and adjusted FIFO operating profit, including fuel, paid out at 93.84% of target, based\non the goals and targets set by the Committee.\n\n \n\n**The long-term performance incentive payout reflects alignment with performance over fiscal years 2023, 2024,\nand 2025.**Long-term performance unit equity awards granted in 2023 and tied to commitments made to our investors and other stakeholders\nregarding long-term sales growth, value creation (iTSR) metric, our commitment to Fresh, and relative Total Shareholder Return were\nearned at 32.4% of target.\n\n \n\n**We prioritized investment in our people.**We strive to create a culture of opportunity\nfor more than 403,000 associates and take seriously our role as a leading employer in the United States. In 2025, we invested in our\nassociates by continuing to raise our average hourly wage to above $20, or above $26 including comprehensive benefits.\n\n \n\n  \n\n**Summary of Key Compensation\nPractices**\n\n \n\nTo achieve\nour objectives, the Compensation Committee seeks to ensure that compensation is competitive and that there is a strong link between pay\nand performance. To do so, it is guided by the following principles:\n\n \n\n●Compensation must be\ndesigned to attract, retain and motivate those individuals who are best suited to be an NEO\nat Kroger and drive long-term value for shareholders.\n\n \n\n●A significant portion\nof pay should be performance-based, with the percentage of total pay tied to performance\nincreasing proportionally with an NEO’s level of responsibility.\n\n \n\n●Compensation should\ninclude incentive-based pay to drive performance, providing superior pay for superior performance,\nincluding both a short- and long-term focus.\n\n \n\n●Compensation policies\nshould include an opportunity for, and a requirement of, significant equity ownership to\nalign the interests of NEOs and shareholders.\n\n \n\n●Components of compensation\nshould be tied to an evaluation of business and individual performance measured against metrics\nthat directly drive our business strategy.\n\n \n\n●Compensation plans\nshould provide a direct line of sight to Company performance.\n\n \n\n●Compensation programs\nshould be aligned with market practices.\n\n \n\n●Compensation programs\nshould serve to both motivate and retain talent.\n\n \n\n \n\n**Named Executive Officers\n(NEOs) for 2025**\n\n \n\nFor the 2025 fiscal year ended\nJanuary 31, 2026, the NEOs were:\n\n \n\n**Name**\n**Title**\n\nRonald L. Sargent*\nInterim Chief Executive Officer and Chairman\n\nDavid J. C. Kennerley**\nExecutive Vice President and Chief Financial Officer\n\nMary Ellen Adcock\nExecutive Vice President and Chief Merchant and Marketing\nOfficer\n\nYael Cosset\nExecutive Vice President and Chief Digital Officer\n\nTimothy A. Massa\nExecutive Vice President and Associate Experience Officer\n\nTodd A. Foley**\nFormer Senior Vice President and Chief Financial Officer\n\nW. Rodney McMullen*\nFormer Chairman and Chief Executive Officer\n\n \n\n \n\n \n\n*As disclosed on our Form 8-K\nfiled with the SEC on March 3, 2025, Rodney McMullen resigned on March 2, 2025\n\n \n\n9\n\n \n\n \n\nand the Board appointed Ronald\nSargent Interim CEO on March 2. Thus, this CD&A reflects the compensation received by Mr. Sargent as Interim Chief Executive\nOfficer for his services for the time period beginning March 2, 2026 through the fiscal year ended January 31, 2026.\n\n \n\n**As disclosed on our Form 8-K\nfiled with the SEC on February 13, 2025, Mr. Kennerley was appointed Senior Vice President and Chief Financial Officer, effective\nas of April 3, 2025. Mr. Kennerley joined Kroger on March 10, 2025 as Senior Vice President. Mr. Foley continued\nin his role as Interim Chief Financial Officer until April 3, 2025, following which he remained a Senior Vice President until his\nretirement on June 30, 2025.\n\n \n\n10\n\n \n\n \n\n \n\n \n\n**Notice of 2026 Annual Meeting of Shareholders**\n\n \n\n**Fellow Kroger Shareholders:**\n\n \n\n**We are pleased to invite you to join us for Kroger’s 2026\nAnnual Meeting of Shareholders on June 25, 2026, at 11:00 a.m. Eastern Daylight Time (EDT) (the “Annual Meeting”).\nThe Annual Meeting will be a completely virtual meeting conducted via webcast. We believe this is the most effective approach for enabling\nthe highest possible attendance.**\n\n \n\nYou will be able to participate in the virtual meeting online, vote\nyour shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/KR2026.\n\n \n\n**When:**\nJune 25, 2026, at 11:00 a.m. EDT.\n\n \n \n\n**Where:**\nWebcast at www.virtualshareholdermeeting.com/KR2026\n\n \n \n\n**Items of Business:**\n1.\nTo elect 10 director nominees.\n\n2.To\napprove our executive compensation, on an advisory basis.\n\n3.To\nratify the appointment of our independent auditor for fiscal year 2026.\n\n4.To\napprove The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan.\n\n \n5.\nTo vote on one shareholder proposal, if properly presented at the meeting.\n\n \n6.\nTo transact other business as may properly come before the meeting.\n\n \n \n \n\n**Who can Vote:**\nHolders of Kroger common shares at the close of business on April 28, 2026, the record date, are entitled to notice\nof and to vote at the meeting.\n\n \n\n**How to Vote:**\n\n**YOUR VOTE IS EXTREMELY IMPORTANT NO MATTER HOW MANY SHARES\nYOU OWN!** Please vote your proxy in one of the following ways:\n\n \n\n \n1.\n*By the internet,*you\ncan vote by the internet by visiting www.proxyvote.com.\n\n2.*By\ntelephone,* you can vote by telephone by following the instructions on your proxy card,\nvoting instruction form, or notice.\n\n3.*By\nmail,* you can vote by mail by signing and dating your proxy card if you requested printed\nmaterials, or your voting instruction form, and returning it in the postage-paid envelope\nprovided with this proxy statement.\n\n4.*By\nmobile device*, by scanning the QR code on your proxy card, notice of internet availability\nof proxy materials, or voting instruction form.\n\n5.*By\nattending and voting electronically* during the virtual Annual Meeting at www.virtualshareholdermeeting.com/KR2026.\n\n \n \n \n\n**Attending the Meeting:**\n\nShareholders holding shares at the close of business on the record\ndate may attend the virtual meeting. You will be able to attend the Annual Meeting, vote and submit your questions in advance\nof and in real-time during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/KR2026.\nTo participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability\nof Proxy Materials or on your proxy card if you receive the proxy materials by mail.\n\n \n\n**Our Board of Directors unanimously recommends\nthat you vote “FOR ALL” of Kroger’s director nominees on the proxy card, “FOR” the management proposals\n2, 3 and 4, and “AGAINST” the shareholder proposal 5.**\n\n \n\nWe appreciate your continued confidence in Kroger,\nand we look forward to your participation in our virtual meeting.\n\n \n\nMay 13, 2026\n\nCincinnati, Ohio \n\nBy Order of the Board\nof Directors,\n\nGeorge H. Vincent, Secretary\n\n \n\n11\n\n \n\n \n\n**Proxy Statement**\n\n \n\nMay 13, 2026\n\n \n\nWe are providing this notice,\nproxy statement, and annual report to the shareholders of The Kroger Co. (“Kroger”, “we”, “us”, “our”,\n“Company”) in connection with the solicitation of proxies by the Board of Directors of Kroger (the “Board”) for\nuse at the Annual Meeting of Shareholders to be held on June 25, 2026 at 11:00 a.m. EDT (the “Annual Meeting”),\nand at any adjournments thereof. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/KR2026.\nThere is no physical location for the Annual Meeting.\n\n \n\nOur principal executive offices are located at\n1014 Vine Street, Cincinnati, Ohio 45202-1100. Our telephone number is 513-762-4000. This notice, proxy statement, and annual report,\nand the accompanying proxy card are first being sent or given to shareholders on or about May 13, 2026.\n\n \n\n**Important\nNotice Regarding the Availability of Proxy Materials for the Shareholder**\n\n**Meeting\nto be Held on June 25, 2026**\n\n \n\nThe Notice of 2026 Annual Meeting,Proxy Statement and 2025\nAnnual Report and the means to vote by internet are available at www.proxyvote.com.\n\n \n\n**Kroger Corporate Governance Practices**\n\n \n\nKroger is committed to strong corporate governance.\nWe believe that strong governance builds trust and promotes the long-term interests of our shareholders. Highlights of our corporate\ngovernance practices include the following:\n\n \n\n**Board Governance Practices**\n\n \n\n✓Strong\nBoard oversight of enterprise risk.\n\n \n\n✓Strong\nexperienced independent Lead Director with clearly defined role and responsibilities.\n\n \n\n✓Commitment\nto Board refreshment and diversity of skills, background and experience.\n\n \n\n✓Annual\nevaluation of the CEO by the independent directors, led by the independent Lead Director.\n\n \n\n✓All\ndirector nominees are independent, except for the CEO and the Chairman.\n\n \n\n✓All\nfive Board Committees are fully independent.\n\n \n\n✓Annual\nBoard and Committee self-assessments conducted by the independent Lead Director or an independent\nthird party.\n\n \n\n✓Regular\nexecutive sessions of the independent directors, at the Board and Committee level.\n\n \n\n✓High\ndegree of Board interaction with management to ensure successful oversight and succession\nplanning.\n\n \n\n✓Balanced\ntenure.\n\n \n\n✓Robust\nshareholder engagement program.\n\n \n\n✓Robust\ncode of ethics.\n\n \n\n \n\n**Shareholder Rights**\n\n \n\n✓Annual\ndirector election.\n\n \n\n✓Simple\nmajority standard for uncontested director elections and plurality in contested elections.\n\n \n\n✓No\npoison pill.\n\n \n\n✓Shareholders\nhave the right to call a special meeting.\n\n \n\n12\n\n \n\n \n\n✓Robust,\nlong-standing shareholder engagement program with regular engagements, including with Lead\nDirector, to better understand shareholders’ perspectives and concerns on a broad array\nof topics.\n\n \n\n✓Direct\nproxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders,\nholding 3% of the Company’s common shares for at least three years to nominate candidates\nfor the greater of two seats or 20% of Board nominees.\n\n \n\n**Compensation Governance**\n\n \n\n✓Robust\nclawback and recoupment policy in compliance with NYSE listing rules.\n\n \n\n✓Pay\nprogram tied to performance and business strategy.\n\n \n\n✓Majority\nof pay is long-term and at-risk with no guaranteed bonuses or salary increases.\n\n \n\n✓Stock\nownership guidelines align executive and director interests with those of shareholders.\n\n \n\n✓Prohibition\non all hedging, pledging, and short sales of Kroger securities by directors and executive\nofficers.\n\n \n\n**Responsible Business Strategy**\n\n \n\n✓Long-standing\nBoard Committee dedicated to oversight of topics related to corporate responsibility—Public\nResponsibilities Committee — formed in 1977.\n\n \n\n✓Annual\nreport sharing progress for Kroger’s responsible business strategy and Zero Hunger\n| Zero Waste impact plan, including efforts to improve Food Access and Affordability, Health\nand Nutrition, and Waste and Circularity.\n\n \n\n✓The\n2025 Responsible Business Report represents the 19th year of describing our progress\nand initiatives regarding sustainability and other matters of corporate responsibility.\n\n \n\n✓Ongoing\nengagement with shareholders and other stakeholders on a wide range of sustainability and\nsocial impact topics.\n\n \n\n✓Kroger’s\n*Thriving Together*strategy builds on our long history of operating responsibly, advancing\nopportunity and sustainability in our own operations and supply chain, and giving back meaningfully\nto our communities.\n\n \n\noThe\nstrategy reflects our Purpose – To Feed the Human Spirit – and aims to achieve\npositive, lasting changes for our associates, customers and communities. The centerpiece\nof Kroger’s strategy is our Zero Hunger | Zero Waste impact plan. Introduced in 2017,\nZero Hunger | Zero Waste is an industry-leading plan focused on ending hunger and food waste\nin our communities.\n\n \n\noOur\nstrategy focuses on material topics of importance to our business, our communities and other\nkey stakeholders. Key topics, informed by a structured materiality assessment and community\nengagement, align to three strategic pillars: People, Planet and Governance.\n\n \n\n13\n\n \n\n \n\n**Proposals to Shareholders**\n\n \n\n**Item No. 1 – Election of Directors**\n\n \n\n**You are being asked to elect 10 director nominees for a one-year\nterm.**The Committee memberships stated below are those in effect as of the date of this proxy statement. Ms. Elaine Chao and\nMr. Clyde Moore have not been nominated for re-election and will retire from the Board effective June 25, 2026, following the\nAnnual Meeting, when their terms will expire.\n\n \n\n**FOR**\nThe\nBoard of Directors unanimously recommends that you vote “FOR ALL” of Kroger’s director nominees.\n\n \n\n \nStanding\nCommittee Membership\n\nOther\n\nPublic\n\n \nDirector\n \n \n \n \n \nCompany\n\n**Name**\n**Age****'**\nPrimary\nOccupation\nIndependent\nSince\nA\nC&T\nCG\nF\nPR\nBoards\n\n**Nora\nA****. Aufreiter**\n66\nDirector\nEmeritus\nof\n\nMcKinsey &\nCompany\n✓\n2014\n \n \n \n●\n\n2\n\n**Kev****in\nM. Brown**\n63\nExecutive\nVice\n\nPresident and Chief\n\nSupply Chain Officer of\n\nDell Technologies\n✓\n2021\n \n●\n \n \n●\n \n\n**Mitchell\nR. Butier**\n53\nChairman\nof Avery\n\nDennison Corp.\n✓\n \n \n \n \n \n \n1\n\n**Gregory\nS. Foran**\n64\nChief\nExecutive Officer\n \n2026\n \n \n \n \n \n1\n\n**Anne\nGates**\n66\nFormer\nPresident of\n\nMGA Entertainment, \n\nInc.\n✓\n2015\n\n$\n \n●\n \n \n2\n\n**Karen\nM. Hoguet**\n69\nFormer\nChief Financial\n\nOfficer of Macey’s, Inc.\n✓\n2019\n$\n\n●\n \n \n\n \n \n\n**Ronald\nL. Sargent**\n70\nChairman\nof the Board\n \n2006\n \n \n \n \n \n2\n\n**J.\nAmanda Sourry Knox**(Amanda Sourry)\n62\nFormer\nPresident of\n\nNorth America for\n\nUnilever\n✓\n2021\n \n\n \n●\n \n1\n\n**Mark\nS. Sutton****†**\n64\nFormer\nChairman and\n\nChief Executive Officer\n\nof International Paper\n✓\n2017\n \n●\n\n \n \n \n\n**Ashok\nVemuri**\n58\nFormer\nChief\n\nExecutive Officer and\n\nDirector of Conduent\n\nIncorporated\n✓\n2019\n$\n\n●\n \n \n●\n \n1\n\n \n\n  \n\n \n\n**A**\nAudit\nCommittee\n\nCommittee\nChair\n*\nAge\nas of record date\n\n**C&T**\nCompensation &\nTalent Development Committee\n$\nFinancial\nExpert\n†\nLead Director\n\n**CG**\nCorporate\nGovernance Committee\n \n \n \n \n\n**F**\nFinance Committee\n \n \n \n \n\n**PR**\nPublic Responsibilities\nCommittee Member\n \n \n \n \n\n \n\n14\n\n \n\n \n\nAs of the date of this proxy statement, Kroger’s\nBoard of Directors consists of 11 members. The number of nominees for election of the Board of Directors is ten. Each nominee, if elected\nat the 2026 Annual Meeting, will serve until the Annual Meeting in 2027 or until his or her successor has been elected by the shareholders\nor by the Board pursuant to Kroger’s Code of Regulations and qualified. Each of our director nominees identified in this proxy\nstatement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director\nif elected by Kroger’s shareholders.\n\n \n\nKroger’s Articles of Incorporation provide\nthat the vote required for election of a director nominee by the shareholders, except in a contested election or when cumulative voting\nis in effect, is the affirmative vote of a majority of the votes cast for or against the election of a nominee.\n\n \n\nThe experience, qualifications, attributes, and\nskills that led the Corporate Governance Committee and the Board to conclude that the following individuals should serve as directors\nare set forth opposite each individual’s name below. The chart below shows the skills and experience that we consider important\nfor our directors in light of our current business, strategy, and structure. In addition, all of our Director Nominees demonstrate the\nfollowing qualities:\n\n \n\n**Key Attributes and Skills of All Kroger Director\nNominees**\n\n \n\n●Intellectual\nand analytical skills\n\n●High\nintegrity and business ethics\n\n●Strength\nof character and judgment\n\n●Ability\nto devote significant time to Board duties\n\n●Desire\nand ability to continually build expertise in emerging areas of strategic focus for our Company\n\n●Demonstrated\nsupport of our longstanding values of diversity and inclusion\n\n●Business\nand professional achievements\n\n●Ability\nto represent the interests of all shareholders\n\n●Knowledge\nof corporate governance matters\n\n●Understanding\nof the advisory and proactive oversight responsibility of our Board\n\n●Comprehension\nof the responsibility of a public company director and the fiduciary duties owed to shareholders\n\n●Ability\nto work cooperatively with other members of the Board\n\n \n\n \n\n \n**Nora\n\nAufreiter**\n**Kevin\n\nBrown**\n**Mitchell\n\nButier**\n**Greg\n\nForan**\n**Anne\n\nGates**\n**Karen\n\nHoguet**\n\n**Ronald**\n\n**Sargent**\n\n**Amanda\n\nSourry**\n**Mark\n\nSutton**\n**Ashok\n\nVemuri**\n**Total\n\n(of 10)**\n\nBusiness\n\nManagement\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nRetail\n●\n \n \n●\n●\n●\n●\n●\n \n \n6\n\nConsumer\n●\n●\n \n●\n●\n●\n●\n●\n \n \n7\n\nFinancial\nExpertise\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nRisk\nManagement\n \n●\n●\n●\n●\n●\n●\n●\n●\n●\n9\n\nOperations\n&\n\nTechnology\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\nManufacturing\n \n●\n●\n \n●\n \n \n \n●\n \n4\n\nResponsible\n\nBusiness Practices\n●\n●\n●\n●\n●\n●\n●\n●\n●\n●\n10\n\n \n\n15\n\n \n\n \n\n**Board Nominees for Directors for Terms of Office\nContinuing until 2027**\n\n \n \n \n\n**Nora A. Aufreiter**\n\n \n\nMs. Aufreiter is Director Emeritus of McKinsey\n& Company, a global management consulting firm. She retired in June 2014 after more than 27 years with McKinsey, most recently\nas a director and senior partner. During that time, she worked extensively in the U.S., Canada, and internationally with major retailers,\nfinancial institutions, and other consumer-facing companies. Before joining McKinsey, Ms. Aufreiter spent three years in financial\nservices working in corporate finance and investment banking. She is a member of the Board of Directors of The Bank of Nova Scotia\nand is chair of the Board of Directors of MYT Netherlands Parent B.V., the parent company of MyTheresa.com, an e- commerce retailer.\nShe is also on the board of a privately held company, Cadillac Fairview, a subsidiary of Ontario Teachers’ Pension Plan, which\nis one of North America’s largest owners, operators, and developers of commercial real estate. Ms. Aufreiter is chair of the\nboard of St. Michael’s Hospital and is a member of the Dean’s Advisory Board for the Ivey Business School in Ontario,\nCanada.\n\n \n\nMs. Aufreiter has extensive business experience\nin a variety of retail sectors, including more than 10 years of corporate governance experience, more than 30 years of personnel\nand leadership development experience, and more than 10 years of real estate experience. Her vast experience in leading McKinsey’s\nNorth American Retail Practice, North American Branding service line and the Consumer Digital and Omnichannel service line is of\nparticular value to the Board. In addition, during her tenure with McKinsey, the firm advised consulting clients on a variety of\nmatters, including sustainability topics and setting and achieving sustainability goals, which is of value to the Board and the Public\nResponsibilities Committee. Ms. Aufreiter has served on our Public Responsibilities Committee for eleven years, the last six as chair.\nIn 2021, she led the Board’s review of its responsible business strategy to clarify committee oversight of the different elements\nof this strategy. She also brings to the Board valuable insight on commercial real estate. In her current role as Chair of the Human\nCapital and Compensation Committee of The Bank of Nova Scotia, Ms. Aufreiter has responsibility for overseeing senior management\nsuccession and CEO evaluation and incentive compensation. In her previous role as Chair of the Corporate Governance Committee of\nThe Bank of Nova Scotia, Ms. Aufreiter had responsibility for overseeing shareholder engagement, board succession planning, and sustainability\nstrategy and priorities. This experience is of particular value to the Board and to her role as the Chair of the Public Responsibilities\nCommittee.\n\nAge\n\n66\nDirector Since\n\n2014\n\n**Committees:**\n\nFinance\n\nPublic Responsibilities1\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1Denotes Chair of Committee\n\n** **\n\n16\n\n \n\n \n\n**Kevin M. Brown**\n\n \n\nMr. Brown is the Executive Vice President\nof Global Operations and Chief Supply Chain Officer at Dell Technologies, a leading global technology company. During his tenure\nat Dell, he has had key leadership roles, including Chief Procurement Officer, and was instrumental in establishing manufacturing\noperations in the U.S. and Asia. Mr. Brown joined Dell in 1998 and has held roles of increasing responsibility throughout his career,\nincluding Chief Procurement Officer and Vice President, ODM Fulfillment & Supply Chain Strategy before being named Chief Supply\nChain Officer in 2013. Before Dell, he spent 10 years in the shipbuilding industry at Newport News Shipbuilding, where he held leadership\nroles in reactor plant engineering, construction management and facilities. Mr. Brown currently serves on the boards of The George\nWashington University, the John F. Kennedy Library Foundation, and The Howard University Center for Supply Chain Excellence. He is\nalso a member of the board of trustees for The Hotchkiss School and a life-member on the Council on Foreign Relations.\n\n \n\nMr. Brown is a global leader with extensive\nleadership experience and supply chain innovation experience. His efforts led Dell to be recognized as having one of the most efficient,\nsustainable, and innovative supply chains. Mr. Brown has established himself as an authority on sustainable business practices. His\ncombined deep global supply chain and procurement expertise and track record of sustainability and resilience leadership, as well\nas his experience in circular economic business practices, are of value to the Board in his role as director and member of the Public\nResponsibilities Committee. His deep expertise in all matters related to supply chain, supply chain resilience, and risk and crisis\nmanagement are of particular value to the Board.\n\nAge\n\n63\nDirector Since\n\n2021\n\n**Committees:**Compensation and Talent Development\n\nPublic Responsibilities\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology Manufacturing\n\nResponsible Business Practices\n\n \n\n \n \n \n\n**Mitchell R. Butier**\n\n \n\nMr. Butier currently serves as the Non-Executive\nChairman of Avery Dennison Corporation, a global materials science and digital identification solutions company, a position he has\nheld since April 2025. Previously, Mr. Butier served as the Executive Chairman and CEO of Avery Dennison from April 2019 until August\n2023. Mr. Butier served as Avery Dennison’s CEO from May 2016 to April 2019 and, after joining Avery Dennison in 2000, held\nroles of increasing responsibility and leadership, including CFO and COO, gaining technical expertise in packaging and finance and\nexperience in manufacturing and operations, material science and technology.\n\n \n\nMr. Butier is of value to the Board due\nto his extensive leadership experience, having held roles of increasing responsibility at Avery Dennison. Additionally, he brings\nto the Board his financial expertise as well as his experience in marketing, M&A, cybersecurity, and R&D that he gained as\nCEO of Avery Dennison.\n\nAge\n\n53\nDirector Since\n\n**Qualifications:**\n\nBusiness Management\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology Manufacturing\n\nResponsible Business Practices\n\n \n\n \n \n \n\n17\n\n \n\n \n\n**Gregory S. Foran**\n\n \n\nMr. Foran was elected Chief Executive Officer\neffective February 2026. He was also appointed as a member of the Board effective February 2026. Mr. Foran previously served as the\nChief Executive Officer of Air New Zealand Limited, a public airline, from February 2020 until October 2025. Prior to joining Air\nNew Zealand, Mr. Foran had been at Walmart since October 2011, including serving as Executive Vice President, President and Chief\nExecutive Officer, Walmart U.S. from August 2014 until January 2020, as President and Chief Executive Officer for the Walmart Asia\nregion from May 2014 to August 2014, and as President and Chief Executive Officer of Walmart China from March 2012 to May 2014.\n\n \n\nMr. Foran brings to the Board extensive\nexperience in global retail with increasing levels of responsibility and leadership at Walmart and Woolworth. During his 30 years\nat Woolworth, he progressed from store -level operations to senior leadership roles, overseeing their operations in New Zealand and\nAustralia. During his tenure at Walmart, his efforts revitalized Walmart’s U.S. business by focusing on improving store conditions,\nenhancing customer service and strengthening the company’s competitive position. Mr. Foran also led the expansion of Walmart’s\nomnichannel customer experience. In his role as CEO of Air New Zealand, he successfully steered the organization through COVID and\nthe subsequent related supply chain disruptions and led complex labor negotiations. His retail leadership experience, as well as\nhis understanding of retail operations and eCommerce, are of value to the Board.\n\nAge\n\n64\n\nDirector\nSince\n\n2026\n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n \n \n\n18\n\n \n\n \n\n**Anne Gates**\n\n \n\nMs. Gates was President of MGA Entertainment,\nInc., a privately-held developer, manufacturer, and marketer of toy and entertainment products for children, from 2014 until her\nretirement in 2017. Ms. Gates held roles of increasing responsibility with The Walt Disney Company from 1992-2012. Her roles included\nChief Financial Officer for Disney Consumer Products (DCP) and Managing Director, DCP, Europe, and emerging markets. She is currently\nthe Chair of the Board of Directors of Tapestry, Inc., where she serves as Chair of the Governance Committee, serves on the Audit\nCommittee, and is on the Tapestry Foundation Board. She is also a director of Raymond James Financial, Inc., where she is the Chair\nof the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is also a member of the Boards of the\nSalzburg Global Seminar, PBS SoCal, Save the Children, and the Packard Foundation.\n\n \n\nMs. Gates has extensive experience in the\nretail and consumer products industry. She brings to Kroger financial expertise gained while serving as President of MGA and CFO\nof a division of The Walt Disney Company. Ms. Gates has a broad business background in finance, marketing, strategy and business\ndevelopment, including international business. As the chair of the Corporate Governance Committee at Raymond James Financial, Inc.,\nshe oversees its code of ethics, board composition, shareholder proposals, and shareholder engagements efforts. These experiences\ncombined with her experience as the Chair of the Board of Tapestry and its Governance Committee are of particular value to the Board\nin her role as an independent director and member of the Corporate Governance Committee. Her financial leadership and consumer products\nexpertise is of particular value to the Board. Ms. Gates has been designated an Audit Committee financial expert and serves as Chair\nof the Audit Committee.\n\nAge\n\n66\n\nDirector\nSince\n\n2015\n\n**Committees:**\n\nAudit1\n\nCorporate Governance\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nManufacturing\n\nResponsible Business Practices\n\n \n\n \n \n \n\n**Karen M. Hoguet**\n\n \n\nMs. Hoguet served as the Chief Financial\nOfficer of Macy’s, Inc. from October 1997 until July 2018 when she became a strategic advisor to the Chief Executive Officer\nuntil her retirement in 2019. Previously, she served on the board of Nielsen Holdings plc, as the chairman of the Audit Committee\nand a member of the Finance Committee. She also serves on the board of UC Health.\n\n \n\nMs. Hoguet has extensive financial and operational\nleadership experience within the omnichannel retail sector. She has a proven track record of success in driving transformations,\ndelivering strong financial performance, and forming strong relationships with investors and industry analysts. She has extensive\nknowledge across all areas of finance, including financial planning, investor relations, M&A, accounting, treasury and tax, as\nwell as strategic planning, credit card services and real estate. Ms. Hoguet played a critical role in the successful turnaround\nof Federated Department Stores, from bankruptcy to an industry leading omnichannel retailer, which was accomplished through acquisitions,\ndivestitures and other strategic changes, including building an omnichannel model and developing a new strategic approach to real\nestate. Her long tenure as a senior executive of a publicly traded company with financial, audit, strategy, and risk oversight experience\nare of value to the Board, as is her public company experience, both as a long-serving executive and as a board member. In addition,\nher strong business acumen, understanding of diverse cross-functional issues, and ability to identify potential risks and opportunities\nare of value to the Board. Ms. Hoguet has been designated an Audit Committee financial expert and serves as Chair of the Finance\nCommittee.\n\nAge\n\n69\n\nDirector\nSince\n\n2019\n\n**Committees:**\n\nAudit\n\nFinance1\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n \n \n\n \n\n1 Denotes Chair of Committee\n\n \n\n19\n\n \n\n \n\n**Ronald L. Sargent**\n\n \n\nMr. Sargent has served as Chairman of the\nBoard since March 2025 and also served as Interim Chief Executive Officer from March 2025 to February 2026. Mr. Sargent has been\na Kroger director since 2006 and served as the Lead Director from June 2018 to March 2025. He was Chairman and Chief Executive Officer\nof Staples, Inc., a business products retailer, from 2002 until his retirement as Chief Executive Officer in 2016 and as Chairman\nin 2017, after joining the company in 1989. Prior to joining Staples, Mr. Sargent spent 10 years with Kroger in several roles across\nstores, sales, marketing, manufacturing and strategy. Mr. Sargent also serves on the Boards of Wells Fargo & Company and Five\nBelow, Inc.\n\n \n\nMr. Sargent has extensive retail experience,\nfirst with Kroger and then with increasing levels of responsibility and leadership at Staples, Inc. His efforts helped carve out\na new market niche for the international retailer. In his role as Chair of the Wells Fargo Human Resources Committee, he oversees\nhuman capital management, human capital risk, culture and ethics. In his role as a member of the Five Below Nominating and Corporate\nGovernance Committee, he oversees social and environmental governance, including corporate citizenship. He also serves as the Chair\nof the Five Below Talent and Compensation Committee. These committee experiences are of value to the Board, as is his understanding\nof retail operations, consumer insights, and e- commerce. Mr. Sargent’s strong insights into corporate governance and his executive\nleadership experience are also of value to the Board.\n\nAge\n\n70\n\nDirector\nSince\n\n2006\n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n \n \n\n**J. Amanda Sourry Knox (Amanda Sourry)**\n\n \n\nMs. Sourry was President of North America\nfor Unilever plc, a personal care, foods, refreshment, and home care consumer products company, from 2018 until her retirement in\nDecember 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S.\nand Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the\nfirm’s UK and Ireland business. From 2015 to 2017, she served as President of their Global Foods Category. Ms. Sourry currently\nserves on the board for PVH Corp., where she chairs the Compensation Committee and serves on the Nominating, Governance & Management\nDevelopment Committee. She is also a non-executive director of OFI, a provider of on-trend, natural and plant-based products, focused\non delivering sustainable and innovative solutions to consumers across the world, and a member of their Remuneration and Talent Committee,\nthe Audit and Risk Committee, and the Sustainability Committee.\n\n \n\nMs. Sourry has extensive experience in the\nCPG and retail industry. As a member of PVH Corp.’s Nominating, Governance & Management Development Committee and as Chair\nof its Compensation Committee, her experience with monitoring issues of corporate conduct and culture, and providing oversight of\ntalent leadership programs as it relates to management development, leadership assessment and succession planning programs and processes\nis of particular value to her role as a member of the Compensation & Talent Development Committee and the Board. She brings to\nthe Board her extensive global marketing and business experience in consumer-packaged goods, as well as customer development, including\nhaving overseen Unilever’s digital efforts. Ms. Sourry was actively involved in Unilever’s global talent and sustainability\ninitiatives which is of value to the Board and to the Compensation & Development Committee. She also has a track record of driving\nprofitable growth in operating companies and global categories in both developed and emerging markets. Ms. Sourry’s history\nin profit and loss responsibility and oversight, brand management, people leadership and capabilities development is of value to\nthe Board.\n\nAge\n\n62\n\nDirector\nSince\n\n2021\n\n**Committees:**\n\nCompensation & Talent\n\nDevelopment1\n\nFinance\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nRetail\n\nConsumer\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n \n \n\n \n\n1 Denotes Chair of Committee\n\n \n\n20\n\n \n\n \n\n**Mark S. Sutton**\n\n \n\nMr. Sutton was Chairman and Chief Executive\nOfficer of International Paper Company, a leading global producer of renewable fiber-based packaging, pulp, and paper products until\nhis retirement in 2024. Prior to becoming CEO in 2014, he served as President and Chief Operating Officer with responsibility for\nrunning International Paper’s global business. Mr. Sutton joined International Paper in 1984 as an Electrical Engineer. He\nheld roles of increasing responsibility throughout his career, including Mill Manager, Vice President of Corrugated Packaging Operations\nacross Europe, the Middle East and Africa, Vice President of Corporate Strategic Planning, and Senior Vice President of several business\nunits, including global supply chain. He serves on the board of directors of the Louisiana State University Foundation.\n\n \n\nMr. Sutton has extensive leadership experience\nwith increasing levels of responsibility and leadership at International Paper. At International Paper, he oversaw its robust sustainability\ndisclosures which are aligned with GRI, and its Vision 2030, which set forth ambitious forest stewardship targets and plans to transition\nto renewable solutions and sustainable operations. He also oversaw International Paper’s Vision 2030 goals pertaining to diversity\nand inclusion. He brings to the Board the critical thinking that comes with an electrical engineering background, as well as his\nexperience leading a global company with labor unions. His strong strategic planning background, manufacturing and supply chain experience,\nand his leadership are of value to the Board. Mr. Sutton serves as Chair of the Corporate Governance Committee and Lead Director\nof the Board. Mr. Sutton’s global executive leadership and his corporate governance experience as Chairman and CEO of International\nPaper serve as the basis for his leadership role as Lead Director.\n\nAge\n\n64\n\nDirector\nSince\n\n2017\n\n**Committees:**\n\nCompensation & Talent\n\nDevelopment\n\nCorporate Governance1\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nManufacturing\n\nResponsible Business Practices\n\n \n\n \n \n \n\n**Ashok Vemuri**\n\n \n\nMr. Vemuri was Chief Executive Officer and\na Director of Conduent Incorporated, a global digital interactions company, from its inception as a result of the spin-off from Xerox\nCorporation in January 2017 to 2019. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive\nVice President of Xerox Corporation from July 2016 to December 2016. Prior to that, he was President, Chief Executive Officer, and\na member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of Capgemini,\nfrom 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and technology\nservices company, in a variety of leadership and business development roles and served on the board of Infosys from 2011 to 2013.\nPrior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America. Mr.\nVemuri is a member of The Board of Directors of Opal Fuels and is chair of its Audit Committee.\n\n \n\nMr. Vemuri brings to the Board a proven\ntrack record of leading technology services companies through growth and corporate transformations. His experience as CEO of global\ntechnology companies, as well as his experience with cyber security and risk oversight, are of value to the Board as he brings a\nunique operational, financial, and client experience perspective. Additionally, Mr. Vemuri served on our Public Responsibilities\nCommittee which gives him additional perspectives on risk oversight that he brings to the Audit Committee. Mr. Vemuri has been designated\nan Audit Committee financial expert.\n\nAge\n\n58\n\nDirector\nSince\n\n2019\n\n**Committees:**\n\nAudit\n\nFinance\n\n \n\n**Qualifications:**\n\nBusiness Management\n\nFinancial Expertise\n\nRisk Management\n\nOperations & Technology\n\nResponsible Business Practices\n\n \n\n \n \n \n\n**YOUR VOTE IS EXTREMELY IMPORTANT. The Board of Directors unanimously\nrecommends a vote “FOR ALL” of Kroger’s director nominees.**\n\n \n\n \n\n1 Denotes Chair of Committee\n\n \n\n21\n\n \n\n \n\n \n\n**Information Concerning the Board of Directors**\n\n \n\n**Board\nLeadership Structure and Independent Lead Director**\n\n \n\nKroger\nhas a governance structure in which independent directors exercise meaningful and rigorous oversight. The Board’s leadership structure,\nin particular, is designed with those principles in mind and to allow the Board to evaluate its needs and determine, from time to time,\nwho should lead the Board. Our Corporate Governance Guidelines (the *“Guidelines*”) provide the flexibility for the\nBoard to modify our leadership structure in the future as appropriate. We believe that Kroger is well-served by this flexible leadership\nstructure.\n\n \n\nIn order\nto promote thoughtful oversight, independence, and overall effectiveness, the Board’s leadership includes Mr. Foran, our\nCEO, Mr. Sargent, our Chairman, and Mr. Sutton, our independent Lead Director, who was designated Lead Director by the independent\ndirectors. The Lead Director works with the Chairman to share governance responsibilities, facilitate the development of Kroger’s\nstrategy, and grow shareholder value.\n\n \n\nOur current\nBoard leadership structure consists of:\n\n \n\n \n\n**Chairman**\n**Lead\nIndependent Director**\n**CEO**\n\nRonald\nL. Sargent\nMark\nS. Sutton\nGregory\nS. Foran\n\nPrimary\nResponsibilities:\nPrimary\nResponsibilities:\nPrimary\nResponsibilities:\n\n●    Presides\nover meetings of the Board and shareholders\n\n●    Focuses\non Board oversight and governance matters\n\n●    Provides\nadvice and counsel to the CEO\n\n●    Participates\nin the agenda review process\n\n●    Oversees\nsuccession management\n\n●    Liaison\nbetween Independent Directors and the Chairman\n\n●    Participates\nin the agenda review process\n\n●    Leads\nannual Board and Board committee evaluations\n\n●    Oversees\nBoard shareholder engagement\n\n●    Presides\nover executive sessions of independent directors\n\n●    Calls\nmeetings of independent directors at any time\n\n●    Leadership\nof Company’s business\n\n●    Implements\nstrategic initiatives\n\n●    Development\nof management team, including succession planning\n\n \n\nUnless\notherwise determined by the independent members of the Board, the Chair of the Corporate Governance Committee is designated as the Lead\nDirector. Mr. Sutton, an independent director and the Chair of the Corporate Governance Committee, was appointed as our Board’s\nindependent Lead Director in March 2025. Mr. Sutton is an effective Lead Director for Kroger due to, among other things,\nhis:\n\n●independence;\n\n●deep\nstrategic and operational understanding of Kroger obtained while serving as a Kroger director;\n\n●insight\ninto corporate governance;\n\n●experience\nas the CEO of a global manufacturing and sustainable packaging company with labor unions;\nand\n\n●engagement\nand commitment to carrying out the role and responsibilities of the Lead Director.\n\n \n\nWith respect\nto the roles of Chairman and CEO, the *Guidelines*provide that the Board will determine when it is in the best interests of Kroger\nand its shareholders for the roles to be separated or combined. The Board exercises this judgment as it deems appropriate in light of\nprevailing circumstances. As part of the succession planning process, the *Guidelines* provide that upon the selection of a new\nCEO, the Board will determine whether a separation of the offices is appropriate. The Board believes that the combination or separation\nof these positions should continue to be considered as part of the succession planning process, as was the case in 2003, and again in\n2014, when the roles were separated.\n\n \n\nOur Board\nand each of its committees conduct an annual evaluation to determine whether they are functioning effectively. As part of this annual\nself-evaluation, the Board assesses whether the current leadership structure continues to be appropriate for Kroger and its shareholders.\nOur *Guidelines* provide the flexibility for our Board to modify our leadership structure in the future as appropriate. We believe\nthat Kroger, like many U.S. companies, has been well-served by this flexible leadership structure.\n\n \n\n22\n\n \n\n \n\n**Board\nComposition**\n\n \n\nOur director\nnominees reflect a wide array of experience, skills, and backgrounds. Each director is individually qualified to make unique and substantial\ncontributions to Kroger. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness\nof Board deliberations and decision-making. Our Board is a dynamic group of new and experienced members, which reflects an appropriate\nbalance of institutional knowledge and fresh perspectives about Kroger due to the varied length of tenure on the Board. We believe this\nblend of qualifications, attributes, and tenure enables highly effective Board leadership.\n\n \n\nWhen evaluating\npotential nominees to our Board, the Corporate Governance Committee considers director candidates who would help the Board reflect the\ndiversity of our shareholders, associates, customers, and the communities in which we operate, including considering their geographic\nlocations to align directors’ physical locations with Kroger’s operating areas where possible. Two of our 10 director nominees\nself-identify as racially/ethnically diverse and four of our 10 director nominees are women.\n\n \n\nThe Corporate\nGovernance Committee and Board believe that our director nominees for election at our 2026 Annual Meeting bring to our Board a variety\nof different experiences, skills, and qualifications that contribute to a well-functioning Board that effectively oversees the Company’s\nstrategy and management. The average tenure of our director nominees is 8 years, with two having less than five years, five having five\nto ten years, and three having more than 10 years.\n\n \n\n**Board\nSuccession Planning and Director Nominee Selection Process**\n\n \n\nBoard succession planning\nis an ongoing, year-round process. The Corporate Governance Committee recognizes the importance of thoughtful Board refreshment and engages\nin a continuing process of identifying attributes sought for future Board members. The Corporate Governance Committee takes into account\nthe Board and Committee evaluations regarding the specific qualities, skills, and experiences that would contribute to overall Board\nand Committee effectiveness, as well as the future needs of the Board and its Committees in light of Kroger’s current and long-term\nbusiness strategies, and the skills and qualifications of directors who are expected to retire in the future, including as a result of\nour Board retirement policy. Under our retirement policy, directors retire at the annual meeting following their 72nd birthday,\nunless: (A) on that date, the director has served on the Board for fewer than ten years, in which case the director will retire\nfrom the Board on the date of the annual meeting next following the earlier of (i) the director’s 75th birthday or (ii) the\n10- year anniversary of the director’s initial election to the Board; or (B) the Board determines that it is in the best\ninterests of the Company to extend the retirement date for an additional period of time as deemed reasonable and appropriate by the Board.\n\n \n\nThe Corporate\nGovernance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders.\nThe Corporate Governance Committee recruits candidates for Board membership through its own efforts and through recommendations from\nother directors and shareholders. In addition, the Corporate Governance Committee retains an independent, third-party search firm to\nassist in identifying and recruiting director candidates who meet the criteria established by the Corporate Governance Committee. Mr. Butier\nwas recommended to the Nominating and Corporate Governance Committee by an independent third-party search firm.\n\n \n\nThe above\nreferenced criteria are:\n\n \n\n●demonstrated\nability in fields considered to be of value to the Board, including business management,\nretail, consumer, operations, technology, financial, sustainability, manufacturing, public\nservice, education, science, law, and government;\n\n \n\n●experience\nin high growth companies and business experience that can help the Company innovate and derive\nnew value from existing assets;\n\n \n\n●highest\nstandards of personal character and conduct;\n\n \n\n●willingness\nto fulfil the obligations of directors and to make the contribution of which he or she is\ncapable, including regular attendance and participation at Board and Committee meetings,\nand preparation for all meetings, including review of all meeting materials provided in advance\nof the meeting; and\n\n \n\n●ability\nto understand the perspectives of Kroger’s customers, taking into consideration the\ndiversity of our customers, including regional and geographic differences.\n\n \n\nThe Corporate\nGovernance Committee also considers the specific experience and abilities of director candidates in light of our current business, strategy,\nand structure, and the current or expected needs of the Board in its identification and recruitment of director candidates and diversity\nof experience, skills and background.\n\n \n\n23\n\n \n\n \n\nThe criteria\nfor Board membership applied by the Corporate Governance Committee in its evaluation of potential Board members does not vary based on\nwhether a candidate is recommended by our directors, a third-party search firm, or shareholders.\n\n \n\n \n\n \n\n**Candidates Nominated\nby Shareholders**\n\n \n\nThe Corporate\nGovernance Committee will consider shareholder recommendations for director nominees for election to the Board. If shareholders wish\nto nominate a person or persons for election to the Board at our 2027 Annual Meeting, written notice must be submitted to Kroger’s\nSecretary, and received at our executive offices, in accordance with Kroger’s Regulations, not later than March 29, 2027.\nSuch notice should include the name, age, business address, and residence address of such person, the principal occupation or employment\nof such person, the number of Kroger common shares owned of record or beneficially by such person and any other information relating\nto the person that would be required to be included in a proxy statement relating to the election of directors. The Secretary will forward\nthe information to the Corporate Governance Committee for its consideration. The Corporate Governance Committee will use the same criteria\nin evaluating candidates submitted by shareholders as it uses in evaluating candidates identified by the Corporate Governance Committee,\nas described above. See “Director Nominee Selection Process.”\n\n \n\nAdditionally,\nto comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees\nat the 2027 Annual Meeting must provide notice to Kroger’s Secretary that sets forth the information required by Rule 14a-19\nof the Securities Exchange Act of 1934 (the “Exchange Act”) no later than April 26, 2027, and must comply with the\nadditional requirements of Rule 14a-19(b). However, if the date of the 2027 Annual Meeting is changed by more than 30 calendar\ndays from the anniversary date of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date\nof the 2027 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2027\nAnnual Meeting is first made.\n\n \n\nEligible\nshareholders have the ability to submit director nominees for inclusion in our proxy statement for the 2027 Annual Meeting. To be eligible,\nshareholders must have owned at least 3% of our common shares for at least three years. Up to 20 shareholders are able to aggregate for\nthis purpose. Nominations must be submitted to our Secretary at our principal executive offices no earlier than December 14, 2026,\nand no later than January 13, 2027. However, in the event that the 2027 Annual Meeting is set for a date that is more than 30 days\nbefore or more than 60 days after the anniversary date of the Annual Meeting, the nomination must be delivered by the 10th day following\nthe day on which a public announcement of the 2027 Annual Meeting is first made by the Company.\n\n \n\n**Annual\nBoard Evaluation Process**\n\n \n\nThe Board\nand each of its Committees conduct an annual evaluation to determine whether the Board is functioning effectively both at the Board and\nat the Committee levels. As part of this annual evaluation, the Board assesses whether the current leadership structure and function\ncontinues to be appropriate for Kroger and its shareholders.\n\n \n\nEvery\nyear, the Board’s goal is to increase the effectiveness of the Board and the results of these evaluations are used for this purpose.\nThe Corporate Governance Committee oversees an annual evaluation process led by either the Lead Director or an independent third party.\n\n \n\nEach director\ncompletes a detailed annual evaluation of the Board and the Committees on which he or she serves and the Lead Director or an independent\nthird-party conducts interviews with each of the directors. This year, the annual evaluation was conducted by the Lead Director.\n\n \n\nTopics\ncovered include, among others:\n\n●The\neffectiveness of the Board and Board Committees and the active participation of all directors\n\n●The\nBoard and Committees’ skills and experience and whether additional skills or experience\nare needed\n\n●The\neffectiveness of Board and Committee meetings, including the frequency of the meetings\n\n●Board\ninteraction with management, including the level of access to management and the responsiveness\nof management\n\n●The\neffectiveness of the Board’s evaluation of management performance\n\n●Additional\nsubject matters the Board would like to see presented at their meetings or Committee meetings\n\n●Board’s\ngovernance procedures\n\n \n\n24\n\n \n\n \n\n●The\nculture of the Board to promote participation in a meaningful and constructive way\n\n \n\nThe results\nof this Board evaluation are discussed by the full Board and each Committee, as applicable, and changes to the Board’s and its\nCommittees’ practices are implemented as appropriate.\n\n \n\nOver the\npast several years, this evaluation process has contributed to various enhancements in the way the Board and the Committees operate,\nincluding increased focus on continuous Board refreshment and diversity of experience, skills and backgrounds of its members, as well\nas ensuring that Board and Committee agendas are appropriately focused on strategic priorities and provide adequate time for director\ndiscussion and input.\n\n \n\n**Outside\nBoard Service**\n\n \n\nNo director\nwho is an officer of the Company may serve as a director of another company without the approval of the Corporate Governance Committee.\nDirectors who are not officers of the Company may not serve as a director of another company if in so doing such service would interfere\nwith the director’s ability to properly perform his or her responsibilities on behalf of the Company and its shareholders, as determined\nby the Corporate Governance Committee. None of our current directors serve on more than three total public company Boards, including\nKroger’s Board.\n\n \n\n25\n\n \n\n \n\n**Director\nOnboarding and Engagement**\n\n \n\nAll directors\nare expected to invest the time and energy required to gain an in-depth understanding of our business and operations in order to enhance\ntheir strategic value to our Board. We develop tailored onboarding plans for each new director. We arrange meetings for each new director\nwith appropriate officers and associates in order to familiarize him or her with the Company’s strategic plans, financial statements,\nand key policies and practices. We also provide training on fiduciary obligations of board members and corporate governance topics, as\nwell as committee-specific onboarding. From time to time, the Company will provide Board members with presentations from experts within\nand outside of the Company on topics relevant to the Board’s responsibilities. Any member of the Board may attend accredited third-party\ntraining, and the expenses will be paid by the Company. Board meetings are periodically held at a location away from our home office\nin a geography in which we operate. In connection with these Board meetings, our directors learn more about the local business environment\nthrough meetings with our regional business leaders and visits to our stores, competitors’ stores, manufacturing facilities, distribution\nfacilities, and/or customer fulfillment centers.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nTo assist\nthe Board in undertaking its responsibilities, and to allow deeper engagement in certain areas of company oversight, the Board has established\nfive standing Committees: Audit, Compensation and Talent Development (“Compensation”), Corporate Governance, Finance, and\nPublic Responsibilities. All Committees are composed exclusively of independent directors, as determined under the NYSE listing standards.\nEach Committee has the responsibilities set forth in its respective charter, each of which has been approved by the Board. The current\ncharter of each Board Committee is available on our website at ir.kroger.com under Investors — Governance — Corporate Governance\nGuidelines.\n\n \n\nThe current\nmembership, 2025 meetings, and responsibilities of each Committee are summarized below:\n\n \n\n \n\n**Name\nof Committee, Number of\nMeetings, and Current Members**\n\n \n\n**Primary Committee\nResponsibilities**\n\n**Audit Committee**\n\n** **\n\n**Meetings in 2025: 5**\n\n** **\n\n**Members:**\n\nAnne Gates, *Chair*\n\nKaren M. Hoguet\n\nAshok Vemuri\n\n●  Oversees\nthe Company’s financial reporting and accounting matters, including review of the Company’s financial statements and\nthe audit thereof, the Company’s financial reporting and accounting process, and the Company’s systems of internal control\nover financial reporting\n\n \n\n●  Selects,\nevaluates, and oversees the compensation and work of the independent registered public accounting firm and reviews its performance,\nqualifications, and independence\n\n \n\n●  Oversees\nand evaluates the Company’s internal audit function, including review of its audit plan, policies and procedures, and significant\nfindings\n\n \n\n●  Oversees\nenterprise risk assessment and risk management, including review of cybersecurity risks and regular reports received from management\nand independent third parties\n\n \n\n●  Reviews\nsignificant legal and regulatory matters\n\n \n\n●  Reviews\nand monitors the Company’s operational and third- party compliance programs and updates thereto\n\n \n\n●  Reviews\nEthics Hotline reports and discusses material matters\n\n \n\n●  Reviews\nand approves related party transactions\n\n \n\n●  Conducts\nexecutive sessions with the independent registered public accounting firm and Vice President, Internal Audit at each meeting\n\n \n\n●  Conducts\nexecutive sessions with the Executive Vice President, General Counsel, and Secretary, Vice President and Chief Ethics &\nCompliance Officer, and Executive Vice President and Chief Financial Officer individually at least once per year\n\n \n\n \n\n26\n\n \n\n \n\n**Name\nof Committee, Number of\nMeetings, and Current Members**\n\n \n\n**Primary Committee\nResponsibilities**\n\n**Compensation\nCommittee**\n\n** **\n\n●  Recommends\nfor approval by the independent directors the compensation of the CEO and approves the compensation of senior officers\n\n \n\n●  Administers\nthe Company’s executive compensation policies and programs, including determining grants of equity awards under the plans\n\n \n\n●  Reviews\nannual incentive plans and long-term incentive plan metrics and plan design\n\n \n\n●  Reviews\nemerging legislation and governance issues and retail compensation trends\n\n \n\n●  Reviews\nthe Company’s executive compensation peer group\n\n \n\n●  Reviews\nCEO pay analysis\n\n \n\n●  Reviews\nHuman Capital Management\n\n \n\n●  Has\nsole authority to retain and direct the Committee’s compensation consultant\n\n \n\n●  Assists\nthe full Board with senior management succession planning\n\n \n\n●  Conducts\nexecutive sessions with the Executive Vice President and Associate Experience Officer and independent compensation consultant\n\n**Meetings\nin 2025: 5**\n\n** **\n\n**Members:**\n\nAmanda Sourry, Chair\n\nKevin M. Brown\n\nClyde R. Moore\n\nMark S. Sutton\n\n  \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Corporate\nGovernance Committee**\n\n** **\n\n●  Oversees\nthe Company’s corporate governance policies and procedures\n\n \n\n●  Develops\ncriteria for selecting and retaining directors, including identifying and recommending qualified candidates to be director nominees\n\n \n\n●  Designates\nmembership and Chairs of Board Committees\n\n \n\n●  Oversees\nand administers Board evaluation process\n\n \n\n●  Reviews\nthe Board’s performance\n\n \n\n●  Establishes\nand reviews the practices and procedures by which the Board performs its functions\n\n \n\n●  Reviews\ndirector independence, financial literacy, and designation of financial expertise\n\n \n\n●  Administers\ndirector nomination process\n\n \n\n●  Interviews\nand nominates candidates for director election\n\n \n\n●  Reviews\ncompliance with share ownership guidelines\n\n \n\n●  Reviews\nand participates in shareholder engagement\n\n \n\n●  Reviews\nand establishes independent director compensation\n\n \n\n●  Oversees\nthe annual CEO evaluation process conducted by the full Board\n\n**Meetings\nin 2025: 2**\n\n** **\n\n**Members:**\n\nMark S. Sutton, *Chair*\n\nElaine L. Chao\n\nAnne Gates\n\nClyde R. Moore\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n27\n\n \n\n \n\n**Name\nof Committee, Number of\nMeetings, and Current Members**\n\n \n\n**Primary Committee\nResponsibilities**\n\n**Finance Committee**\n\n** **\n\n**Meetings in 2025: 3**\n\n** **\n\n**Members:**\n\nKaren M. Hoguet, *Chair*\n\nNora A. Aufreiter\n\nAmanda Sourry\n\nAshok Vemuri\n\n●  Oversees\nthe Company’s financial affairs and management of the Company’s financial resources\n\n \n\n●  Reviews\nthe Company’s annual and long-term financial plans, capital spending plans, capital allocation strategy, and use of cash\n\n \n\n●  Approves\nand recommends for approval to the Board certain capital expenditures\n\n \n\n●  Reviews\nthe Company’s dividend policy and share buybacks\n\n \n\n●  Reviews\nstrategic transactions, capital structure, including potential issuance of debt or equity securities, credit agreements, and other\nfinancing transactions\n\n \n\n●  Monitors\nthe investment management of assets held in pension and profit-sharing plans administered by the Company\n\n \n\n●  Oversees\nthe Company’s policies and procedures on hedging, swaps, risk management, and other derivative transactions\n\n \n\n●  Oversees\nthe Company’s engagement and relationships with, and standing in, the financial community\n\n**Public Responsibilities Committee**\n\n** **\n\n**Meetings in 2025: 3**\n\n** **\n\n**Members:**\n\nNora A. Aufreiter, *Chair*\n\nKevin M. Brown\n\nElaine L. Chao\n\n●  Reviews\nthe practices of the Company affecting its responsibility as a corporate citizen\n\n \n\n●  Examines\nand reviews the Company’s practices related to environmental sustainability, and social impact, including but not limited to\n\n \n\n✓     climate\nimpacts\n\n \n\n✓     packaging\n\n \n\n✓     food\nand operational waste\n\n \n\n✓     food\naccess\n\n \n\n✓     responsible\nsourcing\n\n \n\n✓     supplier\nopportunities\n\n \n\n✓     people\nsafety, food safety, and pharmacy safety\n\n \n\n●  Examines\nand reviews the Company’s Sustainability and Social Impact strategy\n\n \n\n●  Reviews\nthe Company’s community engagement and philanthropy\n\n \n\n●  Reviews\nthe Company’s advocacy and public policy\n\n \n\n●  Reviews\nthe Company’s communications and Corporate Brand stewardship\n\n \n\n●  Assesses\nthe Company’s effort in evaluating and responding to changing public expectations and public issues that affect the business\n\n \n\n28\n\n \n\n \n\n**Shareholder\nEngagement**\n\n \n\nMaintaining\nongoing relationships with our shareholders, and understanding our shareholders’ views, is a priority for both our Board and management\nteam. We have a longstanding history of engaging with our shareholders through our investor relations program and our year-round governance\noutreach program, including participation by our Lead Director. In 2025, under the direction of the Board, we requested engagement meetings\nwith 18 shareholders representing 37% of our outstanding shares and subsequently met with 17 shareholders representing 29% of our outstanding\nshares.\n\n \n\n \n\n \n\n \n\n \n\nWe conduct\nshareholder outreach throughout the year to engage with shareholders on issues that are important to them and us. During these engagements\nin 2025 we discussed and solicited feedback on a range of topics, which informed Board discussions and decisions, including but not limited\nto:\n\n \n\n**Business\nStrategy**\n\n \n\n●Kroger’s\ngrowth strategy, priorities, and value drivers\n\n \n\n●Our\nvalue creation model and recent performance\n\n \n\n**Responsible\nBusiness Practices & Disclosures**\n\n \n\n●Discussions\nwith investors regarding our responsible business strategy, *Thriving Together*, our\ntopic management approach, and long-term sustainability and social impact goals\n\n \n\n●Board\noversight of *Thriving Together*and how responsible investing considerations are embedded\nacross\n\nbusiness operations\n\n \n\n●Review\nof Zero Hunger | Zero Waste, our industry-leading platform for collective action and systems\nchange to end hunger in our communities and eliminate food waste across our Company\n\n \n\n**Human\nCapital Management**\n\n \n\n●Our\nfocus on our associates’ well-being, including increasing our average hourly associate\nwage, comprehensive benefits, and opportunities for internal progression and leadership development\ntraining\n\n \n\n●Workforce\ndemographics reporting studies\n\n \n\n●Leadership\ndevelopment and succession planning\n\n \n\n●CEO\nsearch process\n\n \n\n29\n\n \n\n \n\n**Compensation\nStructure**\n\n \n\n●Overview\nof our compensation program design and alignment of pay and performance\n\n \n\n●Consideration\nof short- and long-term metrics, including financial and non-financial metrics\n\n \n\n●The\nbalance of equity and cash compensation, as well as fixed versus at risk compensation\n\n \n\n**Board\nand Board Oversight**\n\n \n\n●Board\nand Committee responsibilities for oversight of responsible business strategy priorities,\nand approach to risk management\n\n \n\n●Kroger’s\nlatest formal materiality assessment, conducted in alignment with principles of double materiality.\nOverall shareholders expressed appreciation for the opportunity to have an ongoing discussion\nand were complimentary of Kroger’s responsible business practices. Specifically, shareholders\nrecognized the actions we took to formalize our responsible business strategy, *Thriving\nTogether,*and how our Board oversees this strategy, including our goals and initiatives.\nThese conversations provided valuable insights into our shareholders’ evolving perspectives,\nwhich were shared with our full Board.\n\n \n\n**Board’s\nResponse to Shareholder Proposals**\n\n \n\nAccountability\nto our shareholders continues to be an important component of our success. We actively engage with our shareholder proponents. Every\nyear, following our Annual Meeting, our Corporate Governance Committee considers the voting outcomes for shareholder proposals. In addition,\nour Corporate Governance Committee and other Committees, as appropriate, consider proposed courses of action in light of the voting outcomes\nfor shareholder proposals under their oversight, as well as feedback provided directly from our shareholders.\n\n \n\n**Corporate\nGovernance Guidelines**\n\n \n\nThe Board\nhas adopted the *Guidelines,*which provide a framework for the Board’s governance and oversight of the Company. The *Guidelines*are available on our website at ir.kroger.com under Investors — Governance — Corporate Governance Guidelines. Shareholders\nmay also obtain a copy of the *Guidelines,*at no cost, by making a written request to Kroger’s Secretary at our executive\noffices. Certain key principles addressed in the *Guidelines*are summarized below.\n\n \n\n**Independence**\n\n \n\nThe Board\nhas determined that all of the current independent directors and nominees have no material relationships with Kroger and satisfy the\ncriteria for independence set forth in Rule 303A.02 of the NYSE Listed Company Manual. Therefore, all independent directors and\nnominees are independent for purposes of the NYSE listing standards. The Board made its determination based on information furnished\nto the Company by each of the directors regarding their relationships with Kroger and its management, and other relevant information.\nThe Board considered, among other things, that\n\n \n\n●the\nvalue of any business transactions between Kroger and entities with which the directors are\naffiliated falls below the thresholds identified by the NYSE listing standards, and\n\n●no\ndirectors had any material relationships with Kroger other than serving on our Board.\n\n \n\nThe Board\nalso considered that Kroger purchases from Dell Technologies Inc. where Kevin Brown is an officer. The Board determined that these transactions\ndo not impair independence of Mr. Brown as they are in the ordinary course of business on the same terms offered to similar purchases\nand do not exceed applicable independence thresholds.\n\n \n\n**Audit\nCommittee Independence and Expertise**\n\n \n\nThe Board\nhas determined that Anne Gates, Karen M. Hoguet, and Ashok Vemuri, independent directors, each of whom is a member of the Audit Committee,\nare “Audit Committee Financial Experts” as defined by applicable Securities and Exchange Commission (“SEC”) regulations\nand that all members of the Audit Committee are “financially literate” as that term is defined in the NYSE listing standards\nand are independent in accordance with Rule 10A-3 of the Exchange Act.\n\n \n\n**Code of\nEthics**\n\n \n\nThe Board\nhas adopted *The Kroger Co. Policy on Business Ethics*, applicable to all officers, associates, and directors, including Kroger’s\nprincipal executive, financial, and accounting officers. The *Policy on Business Ethics*is available on our website at ir.kroger.com\nunder Investors — Governance — Policy on Business Ethics. Shareholders may also obtain a copy of the *Policy on Business\nEthics*by making a written request to Kroger’s Secretary at our executive offices.\n\n \n\n30\n\n \n\n \n\n**Communications\nwith the Board**\n\n \n\nThe Board\nhas established two separate mechanisms for shareholders and interested parties to communicate with the Board. Any shareholder or interested\nparty who has concerns regarding accounting, improper use of Kroger assets, or ethical improprieties may report these concerns via a\ntoll-free hotline (800-689-4609) or website (ethicspoint.com) established by the Board’s Audit Committee. The concerns are investigated\nby Kroger’s Vice President, Chief Ethics and Compliance Officer, and the Vice President of Internal Audit and reported to the Audit\nCommittee as deemed appropriate.\n\n \n\nShareholders\nor interested parties also may communicate with the Board in writing directed to Kroger’s Secretary at our executive offices. Communications\nrelating to personnel issues, ordinary business operations, or companies seeking to do business with us, will be forwarded to the business\nunit of Kroger that the Secretary deems appropriate. Other communications will be forwarded to the Chair of the Corporate Governance\nCommittee for further consideration. The Chair of the Corporate Governance Committee will take such action as he or she deems appropriate,\nwhich may include referral to the full Corporate Governance Committee or the entire Board.\n\n \n\n**Executive\nOfficer Succession Planning**\n\n \n\nThe *Guidelines*provide that the Compensation Committee will review Company policies and programs for talent development and evaluation of executive\nofficers and will review management succession planning. The Committee evaluates the specific qualities, skills and experience that are\nneeded to support Kroger’s current and long-term business strategies.\n\n \n\n**Attendance**\n\n \n\nThe Board\nheld nine meetings in fiscal year 2025. During fiscal 2025, all incumbent directors attended at least 75% of the aggregate number of\nmeetings of the Board and Committees on which that director served. Members of the Board are expected to use their best efforts to attend\nall annual meetings of shareholders. All Board members attended last year’s Annual Meeting.\n\n \n\n**Independent\nCompensation Consultants**\n\n \n\nThe Compensation\nCommittee directly engaged Korn Ferry as a compensation consultant to advise the Compensation Committee in the design of compensation\nfor executive officers and to advise with respect to the unique circumstances of the 2025 compensation cycle. In March 2025, the\nCompensation Committee also engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant.\n\n \n\nIn fiscal\n2025, Kroger paid Korn Ferry $105,954 for work performed for the Compensation Committee. In fiscal 2025, Kroger paid Meridian $441,863\nfor work performed for the Compensation Committee. Kroger, on management’s recommendation, retained Korn Ferry to provide other\nservices for Kroger in fiscal 2025 for which Kroger paid $199,706. These other services consisted of salary surveys and executive coaching\nservices. The Compensation Committee expressly approved Korn Ferry performing these additional services. After taking into consideration\nthe NYSE’s independence standards and the SEC rules, the Compensation Committee also determined that Korn Ferry was independent,\nand its work did not raise any conflict of interest.\n\n \n\nThe Compensation\nCommittee may engage additional compensation consultants from time to time as it deems advisable.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNo member\nof the Compensation Committee was an officer or associate of Kroger during fiscal 2025, and no member of the Compensation Committee is\na former officer of Kroger or was a party to any related person transaction involving Kroger required to be disclosed under Item 404\nof Regulation S-K. During fiscal 2025, none of our executive officers served on the board of directors or on the compensation committee\nof any other entity that has or had executive officers serving as a member of Kroger’s Board of Directors or Compensation Committee\nof the Board.\n\n \n\n**The Board’s\nRole in Risk Oversight**\n\n \n\nWhile\nrisk management is primarily the responsibility of Kroger’s management team, the Board is responsible for strategic planning and\noverall supervision of our risk management activities. The Board’s oversight of the material risks faced by Kroger occurs at both\nthe full Board level and at the Committee level, each of which may engage advisors and experts from time to time to provide advice and\ncounsel on risk-related matters.\n\n \n\nWe believe\nthat our approach to risk oversight optimizes our ability to assess inter-relationships among the various risks, make informed cost-benefit\ndecisions, and approach emerging risks in a proactive manner for Kroger. We also believe that our risk oversight structure complements\nour current Board leadership structure, as it allows our\n\n \n\n31\n\n \n\n \n\nindependent\ndirectors, through the five fully independent Board Committees, and in executive sessions of independent directors led by the Lead Director,\nto exercise effective oversight of the actions of management’s identification of risk and implementation of effective risk management\npolicies and controls.\n\n \n\nThe Board\nreceives presentations throughout the year from various department and business unit leaders that include discussion of significant risks,\nincluding newly identified and evolving high priority risks. When new risks are identified, management conducts, and either the full\nBoard or the appropriate Board committee reviews and discusses, an enterprise risk assessment related to such new risks which may include\nhuman capital, supply chain, associate and customer health and safety, legal, regulatory, and other risks. Management and the Board then\ndiscuss the relative severity of each category of risk as well as mitigating actions and considerations relating to disclosures of material\nrisks.\n\n \n\nAt each\nBoard meeting, the CEO addresses matters of particular importance or concern, including any significant areas of risk, such as newly\nidentified risks, that require Board attention. Additionally, through dedicated sessions focusing entirely on corporate strategy, the\nfull Board reviews in detail Kroger’s short- and long-term strategies, including consideration of significant risks facing Kroger\n– either immediately or longer term – and their potential impact. The independent directors, in executive sessions led by\nthe Lead Director, address matters of particular concern, including significant areas of risk, that warrant further discussion or consideration\noutside the presence of Kroger employees. At the committee level, reports are given by management subject matter experts to each Committee\non risks within the scope of their charters. Each Committee reports to the full Board at each meeting, including any areas of risk discussed\nby the Committee.\n\n \n\nThe Audit\nCommittee has oversight responsibility not only for financial reporting of Kroger’s major financial exposures and the steps management\nhas taken to monitor and control those exposures, but also for the effectiveness of management’s processes that monitor and manage\nkey business risks facing Kroger, as well as the major areas of risk exposure, and management’s efforts to monitor and control\nthe major areas of risk exposure. The Audit Committee incorporates its risk oversight function into its regular reports to the Board\nand also discusses with management its policies with respect to risk assessment and risk management.\n\n \n\n*Cybersecurity\nGovernance*\n\n \n\nOur Vice\nPresident, Chief Ethics and Compliance Officer provides regular updates to the Audit Committee on our compliance risks and actions taken\nto mitigate such risks. In addition, the Audit Committee is charged with oversight of data privacy and cybersecurity risks. Protection\nof our customers’ data is a fundamental priority for our Board and management team. Kroger’s Chief Digital Officer (CDO)\nand Chief Information Security Officer (CISO) provide a quarterly update at each Committee meeting on cybersecurity risks and related\nmitigating actions to the Audit Committee, meet with the full Board and the Audit Committee at least annually, and inform the Committee\nimmediately if a cybersecurity incident is deemed material. They report to the Audit Committee and the Board on compliance and regulatory\nissues, provide updates concerning continuously-evolving threats and mitigating actions, and present a NIST Cybersecurity Framework Scorecard.\nAdditionally, the CDO and CISO discuss and present strategies to address geopolitical threats that may impact operations as well as technological\nchanges, such as AI and quantum computing. In overseeing cybersecurity risks, the Audit Committee focuses on aggregated, thematic issues\nwith a risk-based approach. Oversight of cybersecurity risk incorporates strategy metrics, third party cyber risk assessments, and internal\naudit and controls. An independent third party also regularly reports to the Audit Committee and the full Board on cybersecurity, and\nbest practices for cybersecurity oversight by the Board, and the evolution of that oversight over time. Management also reports on strategic\nkey risk indicators, ongoing initiatives, and significant incidents and their impact. We experience cybersecurity threats and incidents\nfrom time to time. We are not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity\nincidents, that have materially affected or are reasonably likely to materially affect us, and we have not experienced a cybersecurity\nthreat or incident that has materially affected Kroger in at least the last three years. There can be no assurance that cybersecurity\nthreats will not have a material effect on us in the future.\n\n \n\nFor more\ninformation please see Item 1C. Cybersecurity in the Company’s Annual Report on Form 10-K for the year ended January 31,\n2026 filed with the SEC on March 31, 2026.\n\n \n\n32\n\n \n\n \n\n**Director Compensation**\n\n \n\n**2025 Director\nCompensation**\n\n \n\nThe following\ntable describes the fiscal year 2025 compensation for independent directors. Mr. Sargent, during his tenure as our Interim CEO,\nand Mr McMullen, our former CEO, did not receive compensation for their Board service. Mr. Sargent, our Chairman of the Board,\nserved as an independent director and lead director for the months of February and a portion of March, 2025 and received compensation\nas such.\n\n \n\n \n\n \n\n**Name**\n\n \n\n**Fees Earned or Paid\nin\nCash**\n\n \n\n \n\n**Stock Awards(1)**\n\n**Change in Pension\nValue and Nonqualified\nDeferred**\n\n**Compensation(2)**\n\n \n\n \n\n**Total**\n\nNora A. Aufreiter\n$124,628\n$198,892\n$0\n$323,520\n\nKevin M. Brown\n$104,688\n$198,892\n$0\n$303,580\n\nElaine L. Chao\n$104,688\n$198,892\n$0\n$303,580\n\nAnne Gates\n$139,583\n$198,892\n$0\n$338,475\n\nKaren M. Hoguet\n$134,598\n$198,892\n$0\n$333,490\n\nClyde R. Moore\n$117,961\n$198,892\n$4,599\n$321,452\n\nRonald L. Sargent\n$28,647\n$0\n$6,837\n$35,484\n\nAmanda Sourry\n$118,023\n$198,892\n$0\n$316,915\n\nMark S. Sutton\n$159,688\n$198,892\n$0\n$358,580\n\nAshok Vemuri\n$114,658\n$198,892\n$0\n$313,550\n\n \n\n \n\n \n\n(1)Amounts reported in the Stock Awards column represent the aggregate\ngrant date fair value of the annual incentive share award, computed in accordance with FASB\nASC Topic 718. On July 15, 2025, each independent director then serving received 2,767\nincentive shares with a grant date fair value of $198,892.\n\n \n\n(2)The amount reported for Mr. Sargent represents preferential earnings\non nonqualified deferred compensation. For a complete explanation of preferential earnings,\nplease refer to footnote 5 to the Summary Compensation Table. Mr. Moore’s pension\nvalue increased by $4,599 which represents the change in actuarial present value of his accumulated\nbenefit under the pension plan for independent directors. This change in value of accumulated\npension benefits is included in the Director Compensation Table above. Pension values may\nfluctuate significantly from year to year depending on a number of factors, including age,\naverage annual earnings, and the assumptions used to determine the present value, such as\nthe discount rate. The increase in the actuarial present value of his accumulated pension\nbenefit for 2025 is primarily due to a decrease in the discount rate which was offset due\nto aging.\n\n \n\n**Annual\nCompensation**\n\n \n\nIn 2025,\neach independent director received an annual cash retainer of $105,000. The Lead Director received an additional annual retainer of $40,000\nper year; the members of the Audit Committee each received an additional annual retainer of $10,000; the Chair of the Audit Committee\nreceived an additional annual retainer of $25,000; and the Chair of each of the other Committees received an additional annual retainer\nof $20,000. Each independent director also received an annual grant of incentive shares (Kroger common shares) with a value of approximately\n$200,000.\n\n \n\nThe Board\nhas determined that compensation of independent directors must be competitive on an ongoing basis to attract and retain directors who\nmeet the qualifications for service on the Board. Independent director compensation will be reviewed from time to time as the Corporate\nGovernance Committee deems appropriate.\n\n \n\n**Pension\nPlan**\n\n \n\nIndependent\ndirectors first elected prior to July 17, 1997, receive an unfunded retirement benefit equal to the average cash compensation for\nthe five calendar years preceding retirement. Only Mr. Moore is eligible for this benefit. Benefits begin at the later of actual\nretirement or age 65.\n\n \n\n**Nonqualified\nDeferred Compensation**\n\n \n\nWe maintain\na deferred compensation plan for independent directors. Participants may defer up to 100% of their cash compensation and/or the receipt\nof all (and not less than all) of the annual award of incentive shares.\n\n \n\n**Cash\nDeferrals**\n\n \n\nCash deferrals are credited\nto a participant’s deferred compensation account. Participants may elect from either or both of the following two alternative methods\nof determining benefits:\n\n \n\n33\n\n \n\n \n\n●interest accrues until\npaid out at the rate of interest determined prior to the beginning of the deferral year to\nrepresent Kroger’s cost of ten-year debt; and/or\n\n \n\n●amounts are credited\nin “phantom” stock accounts and the amounts in those accounts fluctuate with\nthe price of Kroger common shares.\n\n \n\nIn both\ncases, deferred amounts are paid out only in cash, based on deferral options selected by the participant at the time the deferral elections\nare made. Participants can elect to have distributions made in a lump sum or in quarterly installments, and may make comparable elections\nfor designated beneficiaries who receive benefits in the event that deferred compensation is not completely paid out upon the death of\nthe participant.\n\n \n\n**Incentive\nShare Deferrals**\n\n \n\nParticipants\nmay also defer the receipt of all (and not less than all) of the annual award of incentive shares. Distributions will be made by delivery\nof Kroger common shares within 30 days after the date which is six months after the participant’s separation of service.\n\n \n\n**Director\nStock Ownership Guidelines**\n\n \n\nIndependent\ndirectors are required to own shares equivalent to five times their annual base cash retainer. For more details on the Stock Ownership\nGuidelines, see page 52.\n\n \n\n34\n\n \n\n \n\n \n\n**Beneficial Ownership\nof Common Stock**\n\n \n\nThe following\ntable sets forth the common shares beneficially owned as of April 28, 2026 by Kroger’s directors, nominees for director, the\nNEOs, and the directors, nominees for director and executive officers as a group. The percentage of ownership is based on 612,633,958\nof Kroger common shares outstanding on April 28, 2026. Shares reported as beneficially owned include shares held indirectly through\nKroger’s defined contribution plans and other shares held indirectly, as well as shares subject to stock options exercisable on\nor before June 26, 2026. Except as otherwise noted, each beneficial owner listed in the table has sole voting and investment power\nwith regard to the common shares beneficially owned by such owner. Unless otherwise indicated, the address of each of the beneficial\nowners listed below is c/o Secretary, The Kroger Co., 1014 Vine Street, Cincinnati, OH 45202.\n\n  \n\n**Name**\n**Amount\nand Nature of Beneficial Ownership(1)**\n**Options\nExercisable on or before June 26, 2026 – included in column (a)**\n\nMary\nEllen Adcock\n343,218\n143,890\n\nNora\nA. Aufreiter(2)\n60,033\n—\n\nKevin\nM. Brown\n21,805\n—\n\nMitchell\nR. Butier\n—\n—\n\nElaine\nL. Chao(2)\n19,556\n—\n\nYael\nCosset\n368,736\n210,868\n\nTodd\nA. Foley\n12,000\n—\n\nGreg\nForan\n48,026\n—\n\nAnne\nGates(2)\n55,203\n—\n\nKaren\nM. Hoguet(3)\n30,353\n—\n\nDavid\nJ. C. Kennerley\n73,443\n7,704\n\nTimothy\nA. Massa(4)\n564,010\n313,698\n\nW.\nRodney McMullen(5)\n84,797\n—\n\nClyde\nR. Moore\n85,850\n—\n\nRonald\nL. Sargent(2)\n323,235\n—\n\nAmanda\nSourry\n21,805\n—\n\nMark\nS. Sutton(2)\n49,727\n—\n\nAshok\nVemuri\n35,701\n—\n\n \n \n \n\nDirectors, nominees for\ndirector and executive officers as a group\n(22 persons, including those named above) (6)\n2,492,061\n825,866\n\n \n\n \n\n \n\n(1)No\ndirector, nominee for director, or executive officer owned as much as 1% of Kroger common\nshares. The directors, nominees for director and executive officers as a group beneficially\nowned 0.4% of Kroger common shares.\n\n \n\n(2)This amount includes incentive share awards that were deferred under\nthe deferred compensation plan for independent directors in the following amounts: Ms. Aufreiter,\n10,726; Ms. Chao, 15,472; Ms. Gates, 24,178; Mr. Sargent, 68,237; Mr. Sutton,\n7,383.\n\n \n\n(3)This\namount includes 2,075 shares held by Ms. Hoguet’s spouse. She disclaims beneficial\nownership of these shares.\n\n \n\n(4)This\namount includes 115,000 shares held in a trust by Mr. Massa’s spouse. He disclaims\nbeneficial ownership of these shares.\n\n \n\n(5)This\namount represents shares beneficially owned by Mr. McMullen as of the date of his resignation\non March 2, 2025. The Company does not have information as to his current share ownership.\n\n \n\n(6)Mr. McMullen\nand Mr. Foley are departed executive officers and as such are not included in this group\n(Mr. McMullen resigned on March 2, 2025, and Mr. Foley retired on June 30,\n2025).\n\n \n\n35\n\n \n\n \n\nThe following table sets forth information\nregarding the beneficial owners of more than five percent of Kroger common shares as of April 28, 2026, based on reports on Schedule\n13G filed with the SEC.\n\n \n\n \n\n**Name**\n**Address**\n**Amount\nand Nature of Ownership**\n**Percentage\nof Class**\n\nBerkshire\nHathaway Inc.\n3555\nFarnman Street\nOmaha, NE 68131\n50,000,000(1)\n7.0%\n\nBlackRock, Inc.\n50\nHudson Yards\nNew York, NY 10001\n54,223,923(2)\n7.5%\n\nState\nStreet Corporation\nOne\nCongress Street, Suite 1\nBoston, MA 02114\n31,992,265(3)\n5.1%\n\n \n\n \n\n \n\n(1)Reflects beneficial ownership by Berkshire Hathaway Inc. as of December 31,\n2022, as reported on Amendment No. 1 to Schedule 13G filed with the SEC on February 14,\n2023, reporting shared voting power with respect to 50,000,000 common shares, and shared\ndispositive power with respect to 50,000,000 common shares.\n\n \n\n(2)Reflects beneficial ownership by BlackRock Inc., as of March 31,\n2025, as reported on Amendment No. 18 to Schedule 13G filed with the SEC on April 17,\n2025, reporting sole voting power with respect to 48,825,300 common shares, and sole dispositive\npower with respect to 54,223,923 common shares.\n\n \n\n(3)Reflects beneficial ownership by State Street Corporation, as of December 31,\n2025, as reported on Schedule 13G filed with the SEC on February 9, 2026, reporting\nshared voting power with respect to 20,556,750 common shares, and shared dispositive power\nwith respect to 31,987,451 common shares.\n\n \n\n**Section 16(a) Reports**\n\n \n\nSection 16(a) of\nthe Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities,\nto file reports of ownership and changes in ownership with the SEC. Those officers, directors and shareholders are required by SEC regulations\nto furnish us with copies of all Section 16(a) forms they file.\n\n \n\nBased\nsolely on our review of the copies of Forms 3 and 4 received by Kroger, and any written representations from certain reporting persons\nthat no Forms 5 were required for those persons, we believe that during fiscal 2025 all filing requirements applicable to our officers,\ndirectors and 10% beneficial owners were timely satisfied, with the following exceptions: In October 2025, Megan N. Shaffer was\nlate in the filing of a Form 4 to report one grant of restricted stock and stock options awarded under a Company long-term incentive\nplan due to an administrative error by the Company, and in February 2026, Victor R. Smith was late in the filing of a Form 3\ndue to SEC delay in the processing of Form ID applications.\n\n \n\n36\n\n \n\n \n\n**Related Person Transactions**\n\n \n\nThe Board\nhas adopted a written policy requiring that any Related Person Transaction may be consummated or continue only if the Audit Committee\napproves or ratifies the transaction in accordance with the policy. A “Related Person Transaction” is one (a) involving\nKroger, (b) in which one of our directors, nominees for director, executive officers, or greater than five percent shareholders,\nor their immediate family members, have a direct or indirect material interest; and (c) the amount involved exceeds $120,000 in\na fiscal year. Pursuant to our policy, our Audit Committee has pre-approved transactions with Related Persons that are in the ordinary\ncourse of business if the aggregate amount involved in any fiscal year does not exceed the greater of $1,000,000 or 2 percent of such\nother company’s consolidated gross revenues; provided that such transactions are reported to the Audit Committee at regular committee\nmeetings.\n\n \n\nThe Audit\nCommittee will approve only those Related Person Transactions that are in, or not inconsistent with, the best interests of Kroger and\nits shareholders, as determined by the Audit Committee in good faith in accordance with its business judgment. No director may participate\nin any review, approval, or ratification of any transaction if he or she, or an immediate family member, has a direct or indirect material\ninterest in the transaction.\n\n \n\nWhere\na Related Person Transaction will be ongoing, the Audit Committee may establish guidelines for management to follow in its ongoing dealings\nwith the related person and the Audit Committee will review and assess the relationship on an annual basis to ensure it complies with\nsuch guidelines and that the Related Person Transaction remains appropriate.\n\n \n\n37\n\n \n\n \n\n**Compensation Discussion and Analysis**\n\n \n\nThis Compensation Discussion and Analysis\n(“CD&A”) provides an overview of the key elements and philosophy of our executive compensation program as well as how\nand why the Compensation Committee and our Board of Directors made specific compensation decisions and policies with respect to our Named\nExecutive Officers (“NEOs”).\n\n \n\n**Executive\nSummary**\n\n \n\n \n\n \n**We delivered strong performance\nin 2025.** Kroger achieved strong results in 2025, building on growth over the last three years. We delivered a fresh, affordable,\nand seamless shopping experience for our customers, with zero compromise on quality, selection, or convenience. We also delivered\non our financial commitments through our strong, resilient Value Creation Model. In 2025, we achieved financial performance results\nof ID sales growth, without fuel, of 2.9%1, and adjusted FIFO operating profit, including fuel, of $4.9 billion2.\n\n \n \n\n \n**Our executive compensation program aligns with\nlong-term shareholder value creation.** On average, 85% of the non-CEO NEOs’ compensation is at risk and performance-based,\ntied to achievement of financial and operational performance targets that are important to our shareholders and our long-term share\nprice performance.\n\n \n \n\n \n**The annual performance incentive was earned\nslightly below target.** The annual incentive program, based on a grid of identical sales, excluding fuel, and adjusted FIFO operating\nprofit, including fuel, paid out at 93.84% of target, based on the goals and targets set by the Committee.\n\n \n \n\n \n**The long-term performance incentive payout\nreflects alignment with performance over fiscal years 2023, 2024, and 2025.** Long-term performance unit equity awards granted\nin 2023 and tied to commitments made to our investors and other stakeholders regarding long-term sales growth, value creation (iTSR)\nmetric, our commitment to Fresh, and relative Total Shareholder Return were earned at 32.4% of target.\n\n \n \n\n \n**We prioritized investment in our people.**\nWe strive to create a culture of opportunity for more than 403,000 associates and take seriously our role as a leading employer in\nthe United States. In 2025, we invested in our associates by continuing to raise our average hourly wage to above $20, or above $26\nincluding comprehensive benefits.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n1 Excludes adjustment items.\n\n2 See pages 28-36 of our\nAnnual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026, for a reconciliation\nof GAAP operating profit to adjusted FIFO operating profit.\n\n \n\n38\n\n \n\n  \n\n**Our Named Executive Officers\nfor Fiscal 2025**\n\n \n\n**Name**\n**Title**\n\nRonald\nL. Sargent*\nInterim Chief Executive Officer and Chairman\n\nDavid J. C. Kennerley**\nExecutive Vice President and Chief Financial Officer\n\nMary\nEllen Adcock\nExecutive Vice President and Chief Merchant and Marketing Officer\n\nYael Cosset\nExecutive Vice President and Chief Digital Officer\n\nTimothy\nA. Massa\nExecutive Vice President and Associate Experience Officer\n\nTodd A. Foley**\nFormer Senior Vice President and Chief Financial Officer\n\nW.\nRodney McMullen*\nFormer Chairman and Chief Executive Officer\n\n \n\n*As disclosed on our Form 8-K\nfiled with the SEC on March 3, 2025, Rodney McMullen resigned on March 2, 2025 and the Board appointed Ronald Sargent Interim\nCEO on March 2. Thus, this CD&A reflects the compensation received by Mr. Sargent as Interim Chief Executive Officer for\nhis services for the time period beginning March 2, 2026 through the fiscal year ended January 31, 2026.\n\n \n\n**As disclosed on our Form 8-K\nfiled with the SEC on February 13, 2025, Mr. Kennerley was appointed Senior Vice President and Chief Financial Officer, effective\nas of April 3, 2025. Mr. Kennerley joined Kroger on March 10, 2025 as Senior Vice President. Mr. Foley continued\nin his role as Interim Chief Financial Officer until April 3, 2025, following which he remained a Senior Vice President until his\nretirement on June 30, 2025.\n\n \n\n**Fiscal 2025 Financial\nand Strategic Performance Highlights**\n\n \n\nKroger\nachieved strong results in 2025 as we executed on our strategy of focusing on growing households and increasing customer loyalty by delivering\ngreat value and convenience, and investing in Fresh, Our Brands, Personalization, and eCommerce.\n\n \n\nIn 2025,\nwe achieved an increase in ID Sales, without fuel, of 2.9%, excluding adjustment items, and adjusted FIFO operating profit of $4.9 billion.\nWe have built a digital platform that allows customers to shift effortlessly between store, pick up, and delivery solutions. In 2025,\nwe increased eCommerce sales, led by a strong demand for our Delivery solutions.\n\n \n\nAs part\nof our Zero Hunger | Zero Waste social and environmental impact plan, in 2025, we donated 536 million meals to feed families across America.\n\n \n\nOur proven\ngo-to-market strategy enables us to successfully navigate many operating environments. We believe that by delivering value for our customers,\ninvesting in our associates and serving our communities, we will continue to achieve attractive and sustainable total returns for our\nshareholders.\n\n \n\n**2025 Advisory Vote to Approve\nExecutive Compensation and Shareholder Engagement**\n\n \n\nAt the\n2025 annual meeting, we held our annual advisory vote on executive compensation. Approximately 93% of the votes cast were in favor of\nthe advisory vote. As part of our ongoing dialogue with our shareholders regarding governance matters, in 2025, we requested meetings\nwith 18 shareholders representing 37% of our outstanding shares during proxy season and off-season engagement and subsequently met with\n17 shareholders representing 29% of our outstanding shares.\n\n \n\nConversations\nin these meetings included discussions about our NEOs’ compensation program, with our shareholders providing feedback that they\nappreciated the pay-for-performance structure of our executive pay program. The Compensation Committee considers both the general and\nspecific feedback received from shareholders, and with the guidance of our independent compensation consultant, incorporates that input\ninto compensation design and outcomes.\n\n \n\n39\n\n \n\n \n\n**2025 Compensation Program\nOverview**\n\n \n\nThe fixed\nand at-risk pay elements of the non-CEO NEO compensation program for 2025 are reflected in the following table and charts.\n\n \n\n \n\n \n\n \n\n \n\n**Fiscal\nYear 2025 Interim CEO Compensation**\n\n \n\nAs disclosed on our Form 8-K filed\nwith the SEC on March 3, 2025, the Board appointed Ronald L. Sargent to serve as Interim CEO and Chairman of the Board effective\nMarch 2, 2025. In determining the compensation arrangements for Mr. Sargent, in his role as Interim CEO, the Compensation Committee\nand the Board considered the temporary nature of the appointments and the need to provide leadership continuity while the Board conducted\nits comprehensive CEO search. Accordingly, the approach we used to determine Interim CEO compensation for 2025 differed substantially\nfrom the process that we have historically used to determine annual CEO compensation. In particular, Mr. Sargent received a base\nsalary for the period of his service as Interim CEO. Further, while the Compensation Committee determined that participation in certain\nstandard long-term incentive plans would not be appropriate given the interim and transitional nature of the Interim CEO role, Mr. Sargent\nwas granted restricted shares as part of his 2025 Interim CEO compensation. The Board consulted with its compensation consultant in setting\nMr. Sargent’s base salary and reviewed compensation practices for “Interim” CEOs in S&P 300 companies. Additionally,\nthe Board approved a grant of restricted shares in December 2025 to Mr. Sargent which reflected the Board’s assessment\nof his contributions and impact along with the Company’s performance during the period of service.\n\n \n\nThe Compensation\nCommittee believes this compensation structure was appropriate given the interim nature of the role and consistent with the Company’s\noverall executive compensation objectives. No compensation other than base salary and certain dividend payments and retirement program\ncontributions was provided for Mr. McMullen for fiscal year 2025 due to his resignation on March 2, 2025 as disclosed on our\nForm 8-K filed with the SEC on March 3, 2025.\n\n \n\nFor purposes\nof this CD&A, unless otherwise described below, descriptions of NEO compensation does not include the Interim CEO’s compensation\nfor 2025.\n\n \n\n40\n\n \n\n \n\n**Named\nExecutive Officer (non-CEO) Target Pay Mix**\n\n \n\n \n\nThe amounts\nused in the chart below are based on 2025 target direct compensation for the average of the non-CEO NEOs. As illustrated below, on average,\n85% of the non-CEO NEOs’ compensation is at risk.\n\n \n\n**Average of Non-CEO NEOs Compensation**\n\n \n\n \n\n \n\n \n\n**Our Compensation Philosophy\nand Objectives**\n\n \n\nOur executive\ncompensation philosophy is to attract and retain the best management talent as well as motivate such associates to achieve our business\nand financial goals. Kroger’s incentive plans are designed to reward the actions that lead to long-term value creation. We believe\nour strategy creates value for shareholders in a manner consistent with Kroger’s purpose: To Feed the Human Spirit. The Compensation\nCommittee believes that there is a strong link between our business strategy, the performance metrics in our short-term and long-term\nincentive programs, and the business results that drive shareholder value.\n\n \n\nTo achieve\nour objectives, the Compensation Committee seeks to ensure that compensation is competitive and that there is a strong link between pay\nand performance. To do so, it is guided by the following principles:\n\n \n\n●Compensation\nmust be designed to attract, retain and motivate those individuals who are best suited to\nbe an NEO at Kroger and drive long-term value for shareholders.\n\n●A\nsignificant portion of pay should be performance-based, with the percentage of total pay\ntied to performance increasing proportionally with an NEO’s level of responsibility.\n\n●Compensation\nshould include incentive-based pay to drive performance, providing superior pay for superior\nperformance, including both a short- and long-term focus.\n\n●Compensation\npolicies should include an opportunity for, and a requirement of, significant equity ownership\nto align the interests of NEOs and shareholders.\n\n●Components\nof compensation should be tied to an evaluation of business and individual performance measured\nagainst metrics that directly drive our business strategy.\n\n●Compensation\nplans should provide a direct line of sight to Company performance.\n\n●Compensation\nprograms should be aligned with market practices.\n\n●Compensation\nprograms should serve to both motivate and retain talent.\n\n \n\n41\n\n \n\n \n\n**Summary\nof Key Compensation Practices**\n\n** **\n\n**What\nwe do:**\n \n \n**What\nwe do not do:**\n\n✓\nAlignment\nof pay and performance  \n \n \n×\nNo\nspecial severance or change in control programs applicable only to NEOs  \n\n✓\nStock ownership guidelines\nfor executives  \n×\nNo cash component in long-term\nincentive plans  \n\n✓\nMultiple performance metrics\nunder our short- and long-term performance-based plans discourage excessive risk taking and align with our long-term value creation\nstrategy  \n×\nNo tax gross-up payments\nfor executives, except for relocation expenses  \n\n✓\nDouble-trigger change in\ncontrol provisions in all equity awards  \n×\nNo special executive life\ninsurance benefit  \n\n✓\nDouble-trigger change in\ncontrol provisions in cash severance benefits  \n×\nNo re-pricing or backdating\nof stock options without shareholder approval  \n\n✓\ncheck;All long-term compensation\nis equity-based\n×\nNo guaranteed salary increases\nor bonuses  \n\n✓\nEngagement of an independent\ncompensation consultant  \n×\nNo payment of dividends\nor dividend equivalents until performance units are earned  \n\n✓\nRobust clawback policy\n \n×\nNo evergreen or reload\nfeature; no shares can be added to stock plan without shareholder approval\n\n✓\nBan on hedging, pledging,\nand short sales of Kroger securities  \n \n \n \n\n✓\nMinimal\nperquisites\n \n \n \n\n \n\n**Establishing Each Component\nof Executive Compensation**\n\n \n\nThe Compensation\nCommittee recommended, and the independent members of the Board determined, the Interim CEO’s compensation. In 2025, the Interim\nCEO recommended, and the Compensation Committee determined, each component of the other NEOs’ compensation. The Compensation Committee\nmade changes to NEO compensation in March of 2025. Equity awards were granted in March and salary and annual incentive plan\nincreases were effective April 1, 2025.\n\n \n\nThe Compensation\nCommittee determines the amount of each NEO’s salary, annual cash incentive plan target, and long-term equity compensation by taking\ninto consideration numerous factors including:\n\n \n\n●An assessment of individual\ncontribution and performance;\n\n●Comparative compensation analysis involving comparable positions\nat peer group companies;\n\n●Level in organization and tenure in role; and\n\n●Internal equity among executives.\n\n \n\nThe assessment\nof individual contribution and performance is a qualitative determination, based on the following factors:\n\n \n\n●Leadership;\n\n●Contribution to the executive officer group;\n\n●Achievement of established performance objectives;\n\n●Decision-making abilities;\n\n●Performance of the areas or groups directly reporting to the NEO;\n\n●Support of company culture;\n\n●Strategic thinking and impact; and\n\n●Demonstrated commitment to Kroger’s Values: Safety, Honesty, Integrity,\nRespect, Diversity, and Inclusion.\n\n \n\n42\n\n \n\n \n\nAt\nthe end of each year, individual performance is evaluated based on the NEO’s performance objectives listed above, and the results\nof that evaluation are used in the determination of salary increases, target bonus opportunities, and the grant amount of all equity\nawards: restricted stock and stock options, which are time-based, and performance units granted under the long-term incentive plan, which\nare performance-based.\n\n \n\n**Elements\nof 2025 Compensation**\n\n \n\n**2025 Salary**\n\n \n\nOur\nphilosophy with respect to salary is to provide a sufficient and stable source of fixed cash compensation that is competitive with the\nmarket to attract and retain a high caliber leadership team. NEO salaries, effective April 1, 2025 and April 1, 2026, were\nas follows:\n\n \n\n**Name**\n**2024\nBase Salary**\n**2025\nBase Salary**\n\nRonald Sargent\n-\n$4,350,000\n\nDavid\nJ.C. Kennerley\n-\n$800,000\n\nMary Ellen Adcock\n$900,000\n$900,000\n\nYael\nCosset\n$950,000\n$1,000,000\n\nTimothy A. Massa\n$935,000\n$990,000\n\nTodd\nA. Foley\n$600,000\n$600,000\n\nW. Rodney McMullen\n$1,450,000\n–\n\n \n\nThe Compensation\nCommittee set Mr. Kennerley’s 2025 base salary and target annual incentive based on an arm’s length negotiation and\nadvice from the compensation consultant.\n\n \n\n \n\n**2025 Annual Incentive Plan**\n\n \n\nThe\nNEOs participate in a corporate performance-based annual cash incentive plan. The corporate annual cash incentive plan is a broad-based\nplan used across the Kroger enterprise. Approximately 46,000 associates are eligible to receive incentive payouts based all or in part\non the incentive plan described below. The value of annual cash incentive awards that the NEOs earn each year is based upon Kroger’s\noverall company performance compared to goals established by the Compensation Committee based on the business plan adopted by the Board\nof Directors.\n\n \n\nA\nminimum level of performance must be achieved before any payout is earned, while a payout of up to 210% of target incentive potential\ncan be achieved for superior performance on the corporate plan metrics. There are no guaranteed or minimum payouts; if none of the performance\ngoals are achieved, then no incentive is earned and no payout is made.\n\n \n\nThe\nannual cash incentive plan is designed to encourage decisions and behavior that drive the annual operating results and the long-term\nsuccess of the Company. Kroger’s success is based on a combination of factors, and accordingly, the Compensation Committee believes\nthat it is important to encourage behavior that supports multiple elements of our business strategy.\n\n \n\nNEO\ntarget incentive potentials for fiscal years 2024 and 2025, were as follows:\n\n \n\n**Name**\n**2024 Target\nAnnual Incentive**\n**2025 Target\nAnnual Incentive**\n\nRonald Sargent\n-\n-\n\nDavid J.C. Kennerley\n-\n$800,000\n\nMary Ellen Adcock\n$900,000\n$900,000\n\nYael Cosset\n$950,000\n$1,000,000\n\nTimothy A. Massa\n$900,000\n$990,000\n\nTodd A. Foley\n$700,000\n$700,000\n\nW. Rodney McMullen\n$2,900,000\n-\n\n \n\n43\n\n \n\n \n\n**2025 Annual\nIncentive Plan Metrics**\n\n \n\nPotential\npayouts under the plan are based on Company performance on three primary metrics: ID Sales, excluding Fuel and Pharmacy, Adjusted FIFO\nOperating Profit, including Fuel and Pharmacy, and Pharmacy Script Count Growth, plus a potential kicker based on Composite Scores. The\nperformance objectives are shown in the grid below, with payouts interpolated for actual performance between levels.\n\n \n\n**Metric**\n**Rationale\nfor Use**\n\n \n\nID\nSales, excluding Fuel and Pharmacy\n●     Identical\nSales (“ID Sales”) represent sales, excluding fuel and pharmacy, at our supermarkets that have been open without expansion\nor relocation for five full quarters, excluding supermarket fuel sales, plus sales growth at all other customer-facing non-supermarket\nbusinesses.\n\n \n●     We\nbelieve that ID Sales are the best measure of real growth of our sales across the enterprise. A key driver of our model is ID Sales\ngrowth, without fuel.\n\n●     This\nfinancial metric equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization.\n\nAdjusted\nFIFO Operating Profit, including Fuel and Pharmacy\n●     Adjusted\nFIFO Operating Profit, including fuel and pharmacy, is a key measure of company success as it tracks our earnings from operations,\nand it measures our day-to-day operational effectiveness. It is a useful measure to investors because it reflects the revenue and\nexpense that a company can control.\n\nPharmacy\nScript Count\n●     Pharmacy\nsales results are volatile due to multiple factors including GLP-1 growth, Inflation Reduction Act, and mix changes.\n\n \n●     Measures\nthe success of growing our prescription business.\n\nComposite\nScore Kicker*\n●     Achieving\na high composite score reflects execution of an improved customer experience through operational excellence and consistent delivery\nof our standard of performance, which ultimately drives higher sale and earnings results.\n\n \n\n*Composite\nScore Kicker metric provides that an additional 10% payout can be earned if 70% of stores are at 62%+ for composite score and less than\n5% of stores are at 0% to 50% composite score. There is no payout of the Composite Score Kicker if the foregoing metrics are not met.\n\n \n\nThe goals\nestablished by the Compensation Committee were as follows:\n\n \n\n \n\nAnnual\n2025 AIP\n\nGrid\nTotal\nIdentical Sales Excluding Fuel & Pharmacy\n\n \n\n \n \n \n0.00%\n0.40%\n0.75%\n1.00%\n1.25%\n1.50%\n1.70%\n1.90%\n2.10%\n2.30%\n2.55%\n2.80%\n3.05%\n3.50%\n4.00%\n\nAdjusted\nFIFO Operating Profit ($M)\n≥\n4,410\n0%\n5%\n30%\n35%\n40%\n45%\n50%\n60%\n70%\n75%\n80%\n85%\n90%\n100%\n120%\n\n≥\n4,610\n5%\n15%\n40%\n45%\n50%\n55%\n60%\n70%\n80%\n85%\n90%\n95%\n100%\n110%\n130%\n\n≥\n4,710\n10%\n25%\n50%\n55%\n60%\n65%\n70%\n80%\n90%\n95%\n100%\n105%\n110%\n120%\n140%\n\n≥\n4,810\n15%\n35%\n60%\n65%\n70%\n75%\n80%\n90%\n100%\n105%\n110%\n115%\n120%\n130%\n150%\n\n≥\n4,910\n20%\n45%\n70%\n75%\n90%\n93%\n97%\n100%\n110%\n115%\n120%\n125%\n130%\n140%\n160%\n\n≥\n5,010\n25%\n55%\n80%\n85%\n100%\n103%\n107%\n110%\n120%\n125%\n130%\n135%\n140%\n150%\n170%\n\n≥\n5,110\n30%\n65%\n90%\n105%\n110%\n113%\n117%\n120%\n130%\n135%\n140%\n145%\n150%\n160%\n180%\n\n≥\n5,210\n35%\n75%\n100%\n110%\n120%\n123%\n127%\n130%\n140%\n145%\n150%\n155%\n160%\n170%\n190%\n\n≥\n5,410\n40%\n85%\n110%\n120%\n130%\n133%\n137%\n140%\n150%\n155%\n160%\n165%\n170%\n180%\n200%\n\n \n\n44\n\n \n\n \n\n \n\n**2025 Annual Incentive Plan – Actual Results\nand Payout Percentage**\n\n \n\n**Corporate\nPlan Metric**\n**2025\nPerformance(1)**\n**Weight**\n**Payout**\n\n**Identical\nSales, excluding fuel & pharmacy**\n1.13%\n90%\n82.04%\n\n**Adjusted\nNet Operating Profit, including fuel\nand pharmacy**\n$4.9\nB\n\n**Pharmacy\nScript Count Growth (2)**\n10%\n10%\n100%\n\n**Composite\nScore Kicker**\n \n \n**10%**\n\n**Total\nPayout**\n \n**93.84%**\n\n \n\n(1)See grid above.\n\n \n\n(2)The pharmacy script growth metric could be paid out up to 10% if\nthe Company achieved pharmacy script growth above a pre-determined growth target. There were\nvarious cut-ins if the pharmacy script growth metric did not hit the target.\n\n \n\nFollowing\nthe close of the 2025 fiscal year, the Compensation Committee reviewed Kroger’s performance against each of the metrics outlined\nabove and determined the extent to which Kroger achieved those objectives. Our performance compared to the goals established by the Compensation\nCommittee resulted in a payout of 93.84% of the participant’s incentive plan target for the NEOs, with the exception of Mr. McMullen\nand Ms. Adcock as discussed below. Mr. McMullen did not receive an incentive payment for 2025.\n\n \n\nMs. Adcock\nreceived an annual bonus amount equal to 79.39% of her bonus potential because it included the corporate annual plan described above\nand team metrics as follows. The team metrics measured supermarket ID sales, excluding pharmacy and fuel, supermarket selling gross dollars\nincluding shrink dollars for all departments excluding pharmacy and fuel, and fuel gallons growth and fuel EBITDA grid.\n\n \n\n \n\n**Corporate\nPlan Metric**\n**Payout\nPercentage**\n**Weight**\n\n \n\nCorporate\nAnnual Bonus Plan\n82.04%\n60%\n\nTeam\nMetrics\n45.93%\n40%\n\n**Composite\nScore Kicker**\n**10%**\n \n\n \n \n \n\n**Payout**\n**79.39%**\n \n\n \n\n \n\nThe Compensation\nCommittee maintains the ability to reduce the annual cash incentive payout for all executive officers, including the NEOs, if they determine\nfor any reason that the incentive payouts were not appropriate given their assessment of Company or individual performance. The Compensation\nCommittee did not exercise such discretion for 2025 payouts.\n\n \n\nAs described\nabove, the corporate annual incentive payout percentage is applied to each NEO’s incentive plan target which is determined by the\nCompensation Committee. The actual amounts of performance-based annual incentive paid to the NEOs for 2025 are reported in the Summary\nCompensation Table in the “Non-Equity Incentive Plan Compensation” column.\n\n \n\n**Long-Term Compensation Program**\n\n \n\nThe Compensation\nCommittee believes in the importance of providing an incentive to the NEOs to achieve the long-term goals established by the Board. As\nsuch, a majority of NEO compensation is dependent on the achievement of those goals. Long-term compensation promotes long-term value\ncreation and discourages the over- emphasis of attaining short-term goals at the expense of long-term growth.\n\n \n\n45\n\n \n\n \n\nThe long-term\nincentive program is structured to be a combination of performance- and time-based compensation that reflects elements of financial and\ncommon share performance to provide both retention value and alignment with Company performance. The Compensation Committee determined\nthat, for all executive officers, all long-term compensation would generally be equity-based as follows: 50% of equity granted under\nthe program would be, performance-based and the remaining 50% of equity would be time-based, consisting of 30% in restricted stock and\n20% in stock options.\n\n \n\n \n\nEach year, NEOs receive grants under the long-term compensation\nprogram, which is structured as follows:\n\n \n\n●*Performance-Based\n(50% of NEO long-term target compensation)*\n\n \n\n●Long-term performance-based\ncompensation is provided under a Long-Term Incentive Plan adopted by the Compensation Committee.\nThe Committee adopts a new performance plan every year, measuring improvement on the Company’s\nlong-term goals over successive three-year periods. Accordingly, at any one time there are\nthree plans outstanding, which are summarized below.\n\n \n\n●Under the Long-Term\nIncentive Plans, NEOs receive grants of equity called performance units. A target number\nof performance units based on level and individual performance is awarded to each participant\nat the beginning of the three-year performance period.\n\n \n\n●Payouts under the\nplan are contingent on the achievement of certain strategic performance and financial measures\nand incentivize recipients to promote long-term value creation and enhance shareholder value\nby supporting the Company’s long-term strategic goals.\n\n \n\n●The payout percentage,\nbased on the extent to which the performance metrics are achieved, is applied to the target\nnumber of performance units awarded. Then, a modifier based on Relative Total Shareholder\nReturn compared to the S&P 500 is applied, which can increase or decrease the payout.\n\n \n\n●Performance units\nare paid out in Kroger common shares based on actual performance, along with dividend equivalents\nfor the performance period on the number of earned common shares.\n\n \n\n●*Time-Based (50%\nof NEO long-term target compensation)*\n\n \n\n●Long-term time-based\ncompensation consists of 20% stock options and 30% restricted stock, which are linked to\ncommon share performance, creating alignment between the NEOs’ and our shareholders’\ninterests. Historically, grants vest ratably over four years.\n\n \n\n●Stock options have\nno initial value and recipients only realize benefits if the value of our common shares increases\nfollowing the date of grant, further aligning the NEOs’ and our shareholders’\ninterests.\n\n \n\nAmounts\nof long-term compensation awards issued and outstanding for the NEOs are set forth in the Executive Compensation Tables section.\n\n \n\n**Summary of The Three Long-Term Incentive Plans Outstanding\nDuring 2025**\n\n \n\nWith respect\nto our long-term performance-based compensation, the Compensation Committee designed plan metrics to align with Kroger’s long-term\nbusiness plans and growth model. These metrics are the key elements in driving Kroger’s TSR.\n\n \n\nThe Compensation\nCommittee adopts a new Long-Term Incentive Plan each year, which provides for overlapping three-year performance periods. Additional\ndetail regarding each of the three plans is provided below, and a summary of the design of the plans outstanding during 2025 is as follows:\n\n \n\n \n\n \n**2023\n– 2025 LTIP**\n**2024\n– 2026 LTIP**\n**2025\n– 2027 LTIP**\n\n**Performance\nUnits and Dividend Equivalents**\n\nPerformance units are equity grants which are paid out\nin Kroger common shares, based on actual performance at the end of the 3-year performance period, along with\n\ndividend equivalents for the performance period on the\nnumber of issued common shares ultimately earned.\n\n**Performance\nMetrics**\n\n●       Adjusted\nTotal Sales without Fuel + Fuel Gallons;\n\n●       Value\nCreation Metric (iTSR) Percentage;\n\n●       Fresh\nEquity metric; and\n\n●       Relative\nTotal Shareholder Return modifier\n\n●       Adjusted\nTotal Sales without Fuel + Fuel Gallons;\n\n●       Value\nCreation Metric (iTSR) Percentage; and\n\n●       Relative\nTotal Shareholder Return modifier\n\n**Determination\nof Payout**\nThe\npayout percentage, based on the extent to which the performance metrics are achieved, is applied to number of performance units awarded.\n\n**Maximum\nPayout**\n187.5%\n187.5%\n187.5%\n\n**Payout\nDate**\nMarch 2025\nMarch 2026\nMarch 2027\n\n \n\n46\n\n \n\n \n\n**2023-2025 Long-Term Incentive Plan – Metrics**\n\n \n\nThe 2023-2025 Long-Term Incentive Plan had the following components\nwhich supported our long-term business plans:\n\n \n\n \n\n**Metric**\n**Rationale\nfor Use**\n**Weighting**\n\n**Adjusted\nTotal Sales without Fuel + Fuel Gallons**\n●  This\nmetric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents\nthe important metric of top line growth of the business from all channels.\n25%\n \n\n**Value\nCreation Metric (iTSR) Percentage  **\n●  This\nfinancial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven\nby operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm.\n50%\n \n\n**Fresh\nEquity metric**  \n●  Fresh\nis a key element of how people decide where to shop. It drives trips and therefore delivers business results. Fresh is the core focus\nof how we differentiate and drive great engagement with customers and is a key driver of our growth.\n25%\n \n\n \n\n \n\nAfter the calculation of the three metrics\nabove, a modifier based on Relative Total Shareholder Return compared to the S&P 500 was applied which could have increased or decreased\nthe payout, as follows, interpolated for actual results between thresholds:\n\n \n\n**TSR\nRank Relative to S&P 500**\n**Modifier**\n\n25th\npercentile\n75%\n\n50th\npercentile\n100%\n\n75th\npercentile\n125%\n\n \n\n \n\nThe highest payout from the three metrics\nalone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric\nand the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons\nexceeds 3.5%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on\nthe Adjusted Total Sales without Fuel + Fuel Gallons metric is 5.0%.\n\n \n\nThe payout percentage, as modified by\nthe Relative TSR modifier, will be applied to the target number of performance units granted under the plan to determine the payout amount.\nThe maximum payout under the 2023- 2025 Long-Term Incentive Plan is 187.5% as further described below.\n\n \n\n \n\n**2023-2025 Long-Term Incentive\nPlan – Results and Payout**\n\n \n\n** **\n\nThe results and payout of the\n2023-2025 Long-Term Incentive Plan are as follows.\n\n \n\n \n\n**Metric**\n**Performance**\n**Goal**\n**Final\nPayout Percentage**\n\nAdjusted\nTotal Sales without Fuel + Fuel Gallons\n$141.9B\n$147.6B\n0%\n\nValue\nCreation Metric (iTSR)\n6.8%\n11%\n59.1%\n\nFresh\nEquity Metric\n42.7\n46.4\n0%\n\nPayout\nBefore Modifier\n \n \n29.6%\n\nRelative\nTSR Modifier\n>50%\nPercentile*\n>50%\nPercentile\n109.4%\n\nTOTAL\nPayout for 2023-2025 Plan\n \n \n32.35%\n\n \n\n47\n\n \n\n \n\n***The\nCompany ranked 203rd in the S&P 500 over the three-year period for TSR. Based on this result, the Company is in the second quartile\nof TSR results within the S&P 500. Because the Company ranking falls between 125 and 250, the multiplier to be applied in order to\ncalculate the final LTIP payout is calculated based on an interpolation of payouts between 100% and 125%, illustrated below:\n\n \n\n \n\n**TSR\nRank in S&P 500**\n**Payout\nMultiplier**\n\n1 to 125\n125%\n\n250\n100%\n\n375 to 500\n75%\n\nActual Result = 203\n109.4%\n\n \n\n \n\nThe NEOs were issued the number of Kroger\ncommon shares equal to 32.35% of the target number of performance units awarded to each executive, along with dividend equivalents for\nthe three-year performance period on the number of issued common shares.\n\n \n\nThe dividend equivalents paid on common\nshares earned under the 2023 – 2025 Long-Term Incentive Plan are paid at the end of the plan and are reported in the “All\nOther Compensation” column of the Summary Compensation Table and footnote 6 to that table, and the common shares issued under the\nplan are reported in the 2025 Option Exercises and Stock Vested Table and footnote 2 to that table.\n\n \n\nThe annual and long-term performance-based\ncompensation awards described herein were made pursuant to our 2019 Amended and Restated Long-Term Incentive Plan (the “2019 Plan”),\nwhich was approved by our shareholders in June 2022.\n\n \n\n**2024 – 2026 Long-Term\nIncentive Plan Metrics**\n\n \n\nThe 2024 – 2026 Long-Term Incentive\nPlan metrics have been designed to reflect commitments made to our investors and other stakeholders regarding long-term sales growth,\nour Value Creation algorithm (through iTSR) and our commitment to Fresh. The plan also includes a modifier based on our relative TSR\nto the S&P 500 shareholder return.\n\n \n\n**Metric**\n**Rationale\nfor Use**\n**Weighting**\n\nAdjusted\nTotal Sales without Fuel + Fuel Gallons\n●  This\nmetric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents\nthe important metric of top line growth of the business from all channels.\n\n25%\n\nValue Creation Metric (iTSR) Percentage\n\n●  This\nfinancial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven\nby operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm.\n\n50%\n\nFresh Equity metric\n\n●  Fresh\nis a key element of how people decide where to shop. It drives trips and therefore delivers business results. Fresh is the core focus\nof how we differentiate and drive great engagement with customers, and is a key driver of our growth.\n\n25%\n\n** **\n\n \n\nThe highest payout from the three metrics\nalone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric\nand the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons\nexceeds 3.2%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on\nthe Adjusted Total Sales without Fuel + Fuel Gallons metric is 4.7%.\n\n \n\n48\n\n \n\n \n\nAfter the calculation described above,\na modifier based on Relative Total Shareholder Return compared to the S&P 500 will be applied, as follows, interpolated for actual\nresults between the 25th percentile and 75th percentile thresholds:\n\n \n\n**TSR\nRank Relative to S&P 500**\n**Modifier**\n\n25th\npercentile\n75%\n\n50th\npercentile\n100%\n\n75th\npercentile\n125%\n\n \n\nThe payout percentage, as modified by\nthe Relative TSR modifier, will be applied to the number of performance units granted under the plan to determine the payout amount.\nIf all three metrics are achieved at the maximum level and the Relative Total Shareholder Return modifier is maximized, the total plan\npayout would be 187.5%.\n\n \n\n**2025 – 2027 Long-Term Incentive Metrics**\n\n \n\nThe 2025-2027 Long-Term Incentive Plan\nmetrics have been designed to reflect commitments made to our investors and other stakeholders regarding long-term sales growth and our\nValue Creation algorithm (through intrinsic Total Shareholder Return, or iTSR).\n\n \n\n \n\n**Metric**\n**Rationale\nfor Use**\n**Weighting**\n\nAdjusted\nTotal Sales without Fuel + Fuel Gallons  \n●   This\nmetric represents total revenue dollars without fuel + the number of fuel gallons sold over the three-year term of the plan. It represents\nthe important metric of top line growth of the business from all channels.  \n50%\n\nValue\nCreation Metric (iTSR) Percentage\n●   This\nfinancial metric equals adjusted earnings per diluted share (EPS) growth plus dividend yield. These two metrics, which are driven\nby operating profit growth and free cash flow, respectively, are essential elements of our value creation algorithm.\n50\n%\n\n \n\nThe highest payout from the two metrics\nalone equals 100%. However, the payout may exceed 100% if: (1) both the Adjusted Total Sales without Fuel + Fuel Gallons metric\nand the iTSR metric achieve 100%, and (2) the 3- year compound annual growth rate of Adjusted Total Sales without Fuel + Fuel Gallons\nexceeds 4,2%. The plan payout will increase incrementally from 100%, up to 150% maximum if the 3-year compound annual growth rate on\nthe Adjusted Total Sales without Fuel + Fuel Gallons metric is 5.7%.\n\n \n\nAfter the calculation described above,\na modifier based on Relative Total Shareholder Return compared to the S&P 500 will be applied, as follows, interpolated for actual\nresults between the 25th percentile and 75th percentile thresholds:\n\n \n\n**TSR\nRank Relative to S&P 500**\n**Modifier**\n\n25th\npercentile\n75%\n\n50th\npercentile\n100%\n\n75th\npercentile\n125%\n\n \n\nThe payout percentage, as modified by\nthe Relative TSR modifier, will be applied to the number of performance units granted under the plan to determine the payout amount.\nIf all three metrics are achieved at the maximum level and the Relative Total Shareholder Return modifier is maximized, the total plan\npayout would be 187.5%.\n\n \n\n**Stock Options and Restricted Stock**\n\n \n\nStock options and restricted stock continue\nto play an important role in retaining and rewarding NEOs for the achievement of long-term business objectives and provides incentives\nfor the creation of shareholder value. Awards based on Kroger’s common shares are granted annually to the NEOs. Kroger historically\nhas distributed time-based equity awards widely, helping to align the interests of associates with the interests of shareholders.\n\n \n\n49\n\n \n\n \n\nThe stock options permit the holder to\npurchase Kroger common shares at an exercise price equal to the closing price of Kroger common shares on the date of the grant. Stock\noptions are granted only on one of the four dates of Board meetings conducted at least one business day after Kroger’s public release\nof its quarterly earnings results.\n\n \n\nThe Compensation Committee determines\nthe vesting schedule for stock options and restricted stock. During 2025, the Compensation Committee granted to the NEOs stock options\nand restricted stock, each with a four-year ratable vesting schedule.\n\n \n\nRestricted stock awards are reported\nin the “Stock Awards” column of the Summary Compensation Table and footnote 2 to the Table and the 2025 Grants of Plan Based\nAwards Table. Stock option awards are reported in the “Option Awards” column of the Summary Compensation Table and footnote\n3 to the Table and the “All other Option Awards” column of the 2025 Grants of Plan Based Awards Table.\n\n \n\n**Timing of Equity Grants**\n\n \n\nAnnual equity awards, including stock\noptions awards, are generally granted to our executives and associates during the open trading window period within the first fiscal\nquarter of each fiscal year. The Compensation Committee (or our Board of Directors, if to our CEO) also may consider and approve interim\nor mid-year grants, or grants made on another basis, from time to time based on business needs, new hires, promotions, retention, changing\ncompensation practices or other factors, in the discretion of the Compensation Committee (or our Board of Directors, if to our CEO).\n\n \n\nWe do not permit timed disclosure of\nmaterial non-public information for the purposes of affecting the value of executive compensation, including stock option or similar\nequity awards, and stock options or other awards are not timed in relation to the release of material non-public information.\n\n \n\nIn fiscal 2025, no stock options were\ngranted to any NEO within four business days prior to or one business day following the filing of a Form 10-Q, 10-K, or 8-K that\ndisclosed material non-public information.\n\n \n\n**Retirement and Other Benefits**\n\n \n\nKroger maintains several defined benefit\nand defined contribution retirement plans for its associates. The NEOs participate in one or more of these plans, as well as one or more\nexcess plans designed to make up the shortfall in retirement benefits created by limitations under the Internal Revenue Code (the “Code”)\non benefits to highly compensated individuals under qualified plans. Additional details regarding certain retirement benefits available\nto the NEOs can be found below in footnote 6 to the Summary Compensation Table and the 2025 Pension Benefits Table and the accompanying\nnarrative.\n\n \n\nKroger also maintains The Kroger Co.\nExecutive Deferred Compensation Plan (the “Deferred Compensation Plan”) in which Mr. McMullen and Mr. Foley had\nelected to participate. This plan is a nonqualified plan under which participants can annually elect to defer up to 100% of their cash\ncompensation prior to January 1, 2025 and up to 75% of the cash compensation after January 1,2025. Additional details regarding\nour nonqualified deferred compensation plans available to the NEOs can be found below in the 2025 Nonqualified Deferred Compensation\nTable and the accompanying narrative.\n\n \n\nKroger also maintains The Kroger Co.\nEmployee Protection Plan (“KEPP”), which covers all of our management associates who are classified as exempt under the federal\nFair Labor Standards Act and certain administrative or technical support personnel who are not covered by a collective bargaining agreement,\nwith at least one year of service. KEPP has a double trigger change in control provision, and it provides for severance benefits and\nextended Kroger-paid health care, as well as the continuation of other benefits as described in the plan, when an associate is actually\nor constructively terminated without cause within two years following a change in control of Kroger (as defined in KEPP). Participants\nare entitled to severance pay of up to 24 months’ salary and annual incentive target. The actual amount is dependent upon pay level\nand years of service. KEPP can be amended or terminated by the Board at any time prior to a change in control.\n\n \n\nStock option and restricted stock grant\nagreements with award recipients provide that those awards “vest,” with options becoming immediately exercisable, and restrictions\non restricted stock lapsing, upon a change in control as described in the grant agreements, but only if an associate is actually or constructively\nterminated without cause within two years following a change in control of Kroger (as defined in the grant agreement, and consistent\nwith KEPP).\n\n \n\n50\n\n \n\n \n\n**Perquisites and Personal Benefits; Recruitment-Related\nCompensation**\n\n \n\nOur NEOs receive limited perquisites\nas the Compensation Committee does not believe that it is necessary for the attraction or retention of management talent to provide executives\nwith a substantial amount of compensation in the form of perquisites.\n\n \n\nIn connection with the recruitment of\nMr. Kennerley, the Compensation Committee approved a staggered signing bonus totaling $1,350,000 and relocation benefits to support\nhis transition to Kroger. The signing bonus will be paid to Mr. Kennerley in three tranches: $300,000 paid after 30 days of employment,\n$550,000 after 2 months of employment, and $500,000 after 12 months of employment. The signing bonus is subject to repayment if he is\nseparated from employment within two years from his hire date for any reason other than involuntary termination. Kroger provided customary\nrelocation benefits, including reimbursement of moving and temporary living expenses and the Compensation Committee also approved a one-time\ntax gross-up related solely to the relocation benefits.\n\n \n\n**Process for Establishing Executive Compensation**\n\n \n\nThe Compensation Committee of the Board\nhas the primary responsibility for establishing the compensation of our executive officers, including the NEOs, with the exception of\nthe CEO. The Compensation Committee’s role regarding the CEO’s compensation is to make recommendations to the independent\nmembers of the Board; the independent members of the Board establish the CEO’s compensation.\n\n \n\nThe Compensation Committee directly engaged\nKorn Ferry as a compensation consultant to advise the Compensation Committee in the design of compensation for executive officers and\nto advise with respect to the unique circumstances of the 2025 compensation cycle. In March 2025, the Compensation Committee also\nengaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant.\n\n \n\nKorn Ferry conducted an annual compensation\nassessment of executive positions at Kroger for the Compensation Committee. The assessment is one of several factors, as described above,\non which the Compensation Committee determines compensation. The consultant assessed:\n\n \n\n●base\nsalary;\n\n \n\n●target\nperformance-based annual cash incentive;\n\n \n\n●target\nannual cash compensation (the sum of salary and annual cash incentive potential);\n\n \n\n●long-term\nincentive compensation, comprised of performance units, stock options and restricted stock;\nand\n\n \n\n●total\ndirect compensation (the sum of target annual cash compensation and long-term compensation).\n\n \n\nIn addition to the factors identified\nabove, the consultant also reviewed actual payout amounts against the targeted amounts. Following its engagement, Meridian provided advice\nto the Compensation Committee on executive compensation matters, including program design, market practices, and alignment of pay with\nperformance.\n\n \n\nKorn Ferry compared these elements against\nthose of other companies in a group of publicly traded companies selected by the Compensation Committee. For 2025 compensation discussions,\nour peer group consisted of:\n\n \n\n \n\nAlbertsons\nCVS\nHealth\nSysco\n\nBest\nBuy\nHome\nDepot\nTarget\n\nCardinal\nHealth\nJohnson &Johnson\nTJX\nCompanies\n\nCencora, Inc\n(formerly known as AmerisourceBergen)\n\nLowe’s\n\nProcter & Gamble\n\nWalgreens Boots Alliance\n\nWalmart\n\nCostco\nWholesale\n \n \n\n \n\n \n\nThe make-up of the compensation peer\ngroup is reviewed annually and modified as circumstances warrant. The Compensation Committee determined that no updates were needed from\nthe 2024 peer group. In addition, the Compensation Committee considered supplemental data provided by Korn Ferry from “general\nindustry” companies, a representation of the Fortune 40, excluding financial services companies. This data provided reference points,\nparticularly for senior executive positions where competition for talent extends beyond the retail sector. The peer group includes a\ncombination of food and drug retailers, other large retailers based on revenue size, and large consumer-facing companies. Median 2025\nrevenue for the peer group was $106 billion, compared to our 2025 revenue of $148 billion.\n\n \n\n51\n\n \n\n \n\nConsidering the size of Kroger in relation\nto other peer group companies, the Compensation Committee believes that salaries paid to our NEOs should be competitively positioned\nrelative to amounts paid by peer group companies for comparable positions. The Compensation Committee also aims to provide an annual\ncash incentive potential to our NEOs around the market median. Actual payouts may be as low as zero if performance does not meet the\nbaselines established by the Compensation Committee, while superior financial performance is rewarded with compensation falling above\nthe median.\n\n \n\nThe Compensation Committee has the authority to determine\nthe amount of the NEO’s compensation.\n\n \n\nIn its annual review of compensation\nfor the non-CEO NEOs, the Compensation Committee:\n\n \n\n●Conducts an annual\nreview of all components of compensation, quantifying total compensation for the NEOs including\na summary for each NEO of salary, performance-based annual cash incentive, and long-term\nperformance-based equity comprised of performance units, stock options and restricted stock.\n\n \n\n●Considers internal\npay equity at Kroger. The Compensation Committee works to determine that the compensation\nof the NEOs bears a reasonable relationship to the compensation levels of other executive\npositions at Kroger taking into consideration performance and differences in responsibilities.\n\n \n\n●Reviews a report from\nthe Compensation Committee’s compensation consultant reflecting a comprehensive review\nof each element of pay, both annual and long-term; and compares NEO compensation with that\nof other companies, including both our peer group of competitors and a larger general industry\ngroup, to ensure that the Compensation Committee’s objective of competitiveness is\nmet.\n\n \n\n●Took into account\na recommendation from the Interim CEO for salary, annual cash incentive potential and long-\nterm compensation awards for each of the senior officers, including the other NEOs. The Interim\nCEO’s recommendation took into consideration the objectives established by and the\nreports received by the Compensation Committee, as well as his assessment of individual job\nperformance and contribution to our management team.\n\n \n\nThe Compensation Committee does not make\nuse of a formula, but both qualitatively and quantitatively considers each of the factors identified above in setting compensation.\n\n \n\n**Stock Ownership Guidelines**\n\n \n\nTo more closely align the interests of\nour officers and directors with the interests of shareholders, the Board has adopted stock ownership guidelines. These guidelines require\nindependent directors, executive officers, and other key executives to acquire and hold a minimum dollar value of Kroger common shares\nas set forth below:\n\n \n\n**Position**\n**Multiple**\n\nChief Executive Officer\n6 times base salary\n\nPresident and Chief Operating\nOfficer\n4 times base salary\n\nExecutive Vice Presidents\nand Senior Vice Presidents  \n3 times base salary\n\nIndependent Directors\n5 times annual cash retainer\n\n \n\nAll covered individuals are expected\nto achieve the target level within five years of appointment to their positions. Until the requirements are met, covered individuals,\nincluding the NEOs, must hold 100% of common shares issued pursuant to performance units earned, shares received upon the exercise of\nstock options and upon the vesting of restricted stock, except those necessary to pay the exercise price of the options and/or applicable\ntaxes, and must retain all Kroger common shares unless the disposition is approved in advance by the CEO, or by the Board or Compensation\nCommittee for the CEO. The Board increased the multiplier for the CEO from 5 times base salary to 6 times base salary at its December 2025\nmeeting.\n\n \n\n**Executive Compensation Recoupment Policy (Clawback)**\n\n \n\nWe have adopted a policy on incentive\ncompensation-based recovery, which meets the requirements of NYSE listing standards and Section 10D of the Exchange Act. The policy\nrequires the recoupment of incentive- based compensation paid to certain current and former executive officers in the event that the\nCompany is required to restate its financial results due to the Company’s material non-compliance with any financial reporting\nrequirement under the securities laws. Under the policy, the Company will seek recovery of erroneously awarded incentive-based compensation\nreceived by current and former executive officers during the three-year fiscal year period prior to the date the Company is required\nto prepare an accounting restatement. The Policy is administered by the Compensation Committee of the Board.\n\n \n\n52\n\n \n\n \n\nKroger has an additional recoupment policy,\nwhich provides that if a material error of facts results in the payment to an executive officer at the level of Group Vice President\nor higher of an annual or a long-term incentive in an amount higher than otherwise would have been paid, as determined by the Compensation\nCommittee, then the officer, upon demand from the Compensation Committee, will reimburse Kroger for the amounts that would not have been\npaid if the error had not occurred. This recoupment policy applies to those amounts paid by Kroger within 36 months prior to the detection\nand public disclosure of the error or restatement.\n\n \n\nFurthermore, under the 2019 Plan, unless\nan award agreement provides otherwise, if a participant’s employment or service is terminated for cause, or if after termination\nthe Compensation Committee determines either that (i) prior to termination, the participant engaged in an act or omission that would\nhave warranted termination for cause or (ii) after termination, the participant violates any continuing obligation or duty of the\nparticipant with respect to Kroger, any gain realized by the participant from the exercise, vesting or payment of any award may be cancelled,\nforfeited or recouped in the sole discretion of the Committee. Under the 2019 Plan, any gain realized by the participant from the exercise,\nvesting or payment of any award may also be recouped if, within one year after such exercise, vesting or payment, (i) a participant\nis terminated for cause, (ii) the Compensation Committee determines that the participant is subject to recoupment pursuant to any\nKroger policy, or (iii) after a participant’s termination for any reason, the Compensation Committee determines either that\n(1) prior to termination the participant engaged in an act or omission that would have warranted termination for cause, or (2) after\ntermination the participant violates any continuing obligation or duty of the participant with respect to Kroger. Unless otherwise defined\nunder the 2019 Plan award agreement, “cause” has the meaning as defined in The Kroger Co. Employee Protection Plan, as amended\nfrom time to time.\n\n \n\nAdditionally, if an award based on financial\nstatements that are subsequently restated in a way that would decrease the value of such award, the participant will, to the extent not\notherwise prohibited by law, upon the written request of Kroger, forfeit and repay to Kroger the difference between what was received\nand what should have been received based on the accounting restatement, which will be repaid in accordance with any applicable Kroger\npolicy or applicable law.\n\n \n\n**Compensation Policies as They Relate to Risk Management**\n\n \n\nAs part of the Compensation Committee’s\nreview of our compensation practices, the Compensation Committee considers and analyzes the extent to which risks arise from such practices\nand their impact on Kroger’s business. As discussed in the CD&A, our policies and practices for compensating associates are\ndesigned to, among other things, attract and retain high quality and engaged associates. In this process, the Compensation Committee\nalso focuses on minimizing risk through the implementation of certain practices and policies, such as the executive compensation recoupment\npolicy, which is described above. Accordingly, we do not believe that our compensation practices and policies create risks that are reasonably\nlikely to have a material adverse effect on Kroger.\n\n \n\n**Securities Trading Policies**\n\n \n\nThe Board has adopted insider trading\npolicies and procedures governing the purchase, sale, and other dispositions of Kroger’s securities by its directors, officers\nand associates, as well as by the Company itself, that we believe are reasonably designed to promote compliance with insider trading\nlaws, rules and regulations, and applicable listing standards.\n\n \n\n**Prohibition on Hedging and Pledging**\n\n \n\nThe Board has adopted a policy prohibiting\nKroger directors and executive officers from engaging, directly or indirectly, in the pledging of, hedging transactions in, or short\nsales of, Kroger securities.\n\n \n\n**Compensation Committee Report**\n\n \n\nThe Compensation Committee has reviewed\nand discussed with Kroger’s management the Compensation Discussion and Analysis contained in this proxy statement. Based on its\nreview and discussions with management, the Compensation Committee has recommended to the Board that the Compensation Discussion and\nAnalysis be included in Kroger’s proxy statement and incorporated by reference into its Annual Report on Form 10-K for fiscal\nyear ended January 31, 2026 filed with the SEC on March 31, 2026.\n\n \n\nCompensation Committee:\n\nAmanda Sourry, Chair\n\nKevin M. Brown\n\nClyde R. Moore\n\nMark Sutton\n\n \n\n53\n\n \n\n \n\n**Executive Compensation Tables**\n\n \n\n**Summary Compensation Table**\n\n \n\nThe following table and footnotes provide\ninformation regarding the compensation of the NEOs for the fiscal years presented.\n\n \n\n**Name\nand Principal Position**\n**Fiscal\nYear**\n**Salary\n($)**\n**Bonus\n($)(1)**\n**Stock\n\nAwards\n($)(2)**\n**Option\nAwards\n($)(3)**\n**Non-\nEquity Incentive Plan Comp- ensation ($)(4)**\n**Change\nin Pension Value and Nonqualified Deferred Comp- ensation Earnings ($)(5)**\n**All\nOther\nCompensation\n($)(6)**\n**Total\n\n($)**\n\n**Ronald\nL. Sargent**\n\nInterim\nChief Executive Officer and Chairman\n\n2025\n3,975,806\n \n10,000,077\n \n \n \n62,016\n14,037,608\n\n2024\n \n \n \n \n \n \n \n \n\n2023\n \n \n \n \n \n \n \n \n\n**David\nJ.C. Kennerley**\n\nExecutive\nVice President and Chief Financial Officer\n\n2025\n647,312\n850,000\n7,050,821\n619,990\n750,688\n \n434,419\n10,353,230\n\n2024\n \n \n \n \n \n \n \n \n\n2023\n \n \n \n \n \n \n \n \n\n**Mary\nEllen Adcock**\n\nExecutive\nVice President and Chief Merchant & Marketing Officer\n\n2025\n897,321\n \n3,399,986\n849,972\n714,546\n \n173,269\n6,035,094\n\n2024\n856,400\n \n3,700,060\n899,842\n1,071,085\n \n210,499\n6,737,886\n\n2023\n \n \n \n \n \n \n \n \n\n**Yael\nCosset**\n\nExecutive\nVice President and Chief Digital Officer\n\n2025\n988,839\n \n4,080,023\n1,019,958\n930,884\n \n208,751\n7,228,455\n\n2024\n932,784\n \n4,350,041\n899,860\n1,032,713\n \n270,868\n7,486,266\n\n2023\n880,376\n \n3,400,063\n850,220\n224,176\n \n318,427\n5,673,262\n\n**Timothy\nA. Massa**\n\nExecutive\nVice President and Associate Experience Officer\n\n2025\n978,051\n250,000\n3,399,986\n849,972\n915,520\n \n172,317\n6,565,846\n\n2024\n924,191\n \n3,550,031\n699,883\n969,848\n \n218,120\n6,362,073\n\n2023\n905,780\n \n2,400,017\n600,162\n201,159\n \n234,018\n4,341,136\n\n**Todd\nA. Foley**\n\nFormer\nSenior Vice President and Interim Chief Financial Officer\n\n2025\n248,214\n \n749,971\n \n268,876\n \n54,584\n1,321,645\n\n2024\n596,613\n600,000\n1,700,050\n299,965\n759,767\n \n83,025\n4,039,390\n\n2023\n \n \n \n \n \n \n \n \n\n**W.\nRodney McMullen**\n\nFormer\nChairman and Chief Executive Officer\n\n2025\n124,314\n \n \n \n \n562,587\n156,160\n843,061\n\n2024\n1,433,913\n \n10,600,023\n2,649,569\n0\n206,800\n740,723\n15,631,028\n\n2023\n1,422,581\n \n10,000,038\n2,500,632\n672,560\n193,388\n921,373\n15,710,572\n\n \n\n(1)Mr. Kennerley received a signing bonus as part of his employment agreement. Mr. Massa\nreceived a cash bonus to reward his 2025 performance.\n\n \n\n(2)Amounts reflect the grant date fair value of restricted stock and performance units granted each\nfiscal year, as computed in accordance with FASB ASC Topic 718. The following table reflects the value\nof each type of award granted to the NEOs in 2025:\n\n \n\n**Name**\n**Restricted\nStock**\n**Performance\nUnits**\n\nMr. Sargent\n$10,000,077\n$0\n\nMr. Kennerley\n$3,730,089\n$3,320,732\n\nMs. Adcock\n$1,275,003\n$2,124,983\n\nMr. Cosset\n$1,530,017\n$2,550,006\n\nMr. Massa\n$1,275,003\n$2,124,983\n\nMr. Foley\n$0\n$749,971\n\nMr. McMullen\n$0\n$0\n\n \n\nThe Restricted Stock values include the annual grant of\nrestricted stock in 2025.\n\n \n\nThe grant date fair value of the performance units reflected\nin the stock awards column and in the table above is computed based on the probable outcome of the performance conditions as of the grant\ndate. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three- year\nperformance period of the award determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.\nThe assumptions used in calculating the valuations are set forth in Note 11 to the consolidated financial statements in Kroger’s\nAnnual Report on Form 10-K for fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026.\n\n \n\n54\n\n \n\n \n\n \n\nAssuming that the highest level of performance conditions\nis achieved, the aggregate fair value of the 2025 performance unit awards at the grant date is as follows:\n\n \n\n**Name**\n\n**Value of Performance Units**\n\n**Assuming Maximum Performance**\n\nMr. Sargent\n--\n\nMr. Kennerley\n$6,266,356\n\nMs. Adcock\n$3,984,376\n\nMr. Cosset\n$4,781,277\n\nMr. Massa\n$3,984,376\n\nMr. Foley\n$1,406,211\n\nMr. McMullen\n--\n\n \n\n \n\n(3)These amounts represent the aggregate grant date fair value of option awards computed in accordance\nwith FASB ASC Topic 718. The assumptions used in calculating the valuations are set forth in Note 11\nto the consolidated financial statements in Kroger’s Annual Report on Form 10-K for fiscal\nyear ended January 31, 2026 filed with the SEC on March 31, 2026.\n\n \n\n(4)Non-equity incentive plan compensation earned for 2025 consists of amounts earned under the 2025\nAnnual Incentive Plan. The 2025 Annual Incentive Plan was calculated at 93.84% and was applied to each\nNEO’s annual incentive plan target, except for Ms. Adcock and Mr. Sargent. Ms. Adcock’s\npayout of 79.39% of her annual incentive target was calculated based on the Annual Incentive Plan metrics\nand the merchandising team metrics. Mr. Sargent did not participate in the 2025 Annual Incentive\nPlan and thus, did not receive payments under the 2025 Annual Incentive Plan. See “2025 Annual\nIncentive Plan Results” in the CD&A for more information on this plan.\n\n \n\n(5)The amount reported consists of preferential earnings on nonqualified deferred compensation, which\nonly applies to Mr. McMullen. The remainder of the NEOs do not participate in a defined benefit\npension plan and did not receive preferential earnings on nonqualified deferred compensation.\n\n \n\n*Change in Pension Value.*The actuarial present value\nof Mr. McMullen’s accumulated pension benefits increased by $334,914. This change in value of accumulated pension benefits\nis included in the Summary Compensation Table. The value of accrued benefits increased primarily due to the decrease in discount rates\noffset somewhat due to aging. The Company froze the compensation and service periods used to calculate pension benefits for active associates\nwho participated in the affected pension plans, including Mr. McMullen’s, as of December 31, 2019. Beginning January 1,\n2020, the affected active associates no longer accrue additional benefits for future service and eligible compensation received under\nthese plans. Please see the 2025 Pension Benefits section for further information regarding the assumptions used in calculating pension\nbenefits.\n\n \n\n*Preferential Earnings on Nonqualified Deferred Compensation.*Mr. McMullen participated in The Kroger Co. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”)\nand received preferential earnings of $227,673. Under the plan, for elections made prior to January 1, 2025, deferred compensation\nearned interest at a rate representing Kroger’s cost of ten-year debt, as determined by the CFO, and approved by the Compensation\nCommittee prior to the beginning of each deferral year. For each participant, a separate deferral account was created each year and the\ninterest rate established for that year was applied to that deferral account until the deferred compensation is paid out. If the interest\nrate established by Kroger for a particular year exceeds 120% of the applicable federal long-term interest rate that corresponds most\nclosely to the plan rate, the amount by which the plan rate exceeded 120% of the corresponding federal rate is deemed to be above- market\nor preferential. For each of the deferral accounts in which the plan rate is deemed to be above-market, Kroger calculates the amount\nby which the actual annual earnings on the account exceed what the annual earnings would have been if the account earned interest at\n120% of the corresponding federal rate, and discloses those amounts as preferential earnings. Beginning January 1, 2025, deferred\ncompensation is credited with earnings and/or losses based on notional investment directions made by the participant.\n\n \n\n(6)Amounts reported in the “All Other Compensation” column for 2025 include Company contributions\nto defined contribution retirement plans, dividend equivalents paid on earned performance units, and\ndividends paid on unvested restricted stock. In 2025, the total amount of perquisites and personal\nbenefits for each of the NEOs was less than $10,000, except for Mr. Kennerley who received relocation\nbenefits and tax gross-up payment for those benefits. The following table identifies the value of each\nelement of All Other Compensation:\n\n \n\n55\n\n \n\n \n\n**Name**\n**Retirement\nPlan\nContributions(a)**\n**Payment\nof\nDividend\nEquivalents on\nEarned\nPerformance Units**\n**Dividends\nPaid on\nUnvested Restricted\nStock**\n**Relocation**\n**Tax\nGross Up on\nRelocation**\n\nMr. Sargent\n$0\n$0\n$61,725\n \n \n\nMr. Kennerley\n$0\n$3,240\n$57,560\n$257,087\n$111,259\n\nMs. Adcock\n$55,264\n$37,588\n$80,417\n \n \n\nMr. Cosset\n$60,021\n$53,250\n$95,480\n \n \n\nMr. Massa\n$58,620\n$37,588\n$76,109\n \n \n\nMr. Foley\n$37,580\n$6,161\n$10,843\n \n \n\nMr. McMullen\n$96,972\n$0\n$59,188\n \n \n\n \n\n \n\n \n\n(a)*Retirement plan contributions.*The Company makes automatic\nand matching contributions to NEOs’ accounts under the applicable defined contribution\nplan on the same terms and using the same formulas as other participating associates. The\nCompany also makes contributions to NEOs’ accounts under the applicable defined contribution\nrestoration plan, which is intended to make up the shortfall in retirement benefits caused\nby the limitations on benefits to highly compensated individuals under the defined contribution\nplans in accordance with the Code. See footnote 1 to the 2025 Nonqualified Deferred Compensation\ntable for more information on the Company contributions made to the NEOs under the defined\ncontribution restoration plan.\n\n \n\n**2025 Grants of Plan-Based\nAwards**\n\n \n\nThe following\ntable provides information about equity and non-equity incentive awards granted to the NEOs in 2025.\n\n \n\n \n \n**Estimated\nPossible Payouts\nUnder Non-Equity Incentive\nPlan Awards**\n**Estimated\nFuture Payouts\nUnder Equity Incentive\nPlan Awards**\n\n**All\nOther\nStock\nAwards:\nNumber of\nShares of\nStock or\nUnits (#)(3)**\n\n** **\n\n**All\nOther\nOption\nAwards:**\n\n**Number of\nSecurities\nUnderlying\nOptions (#)(4)**\n\n**Exercise\nor\nBase Price\nof**\n\n**Option\nAwards\n($/Sh)**\n\n**Grant\nDate Fair\nValue of**\n\n**Stock and\nOption Awards\n($)**\n\n**Name**\n\n**Grant\nDate**\n\n \n\n**Target\n($)(1)**\n\n** **\n\n**Maximum**\n\n**($)(1)**\n\n** **\n\n**Target**\n\n**(#)(2)**\n\n** **\n\n**Maximum\n(#)(2)**\n\n** **\n\nRonald L. Sargent\n3/13/2025\n \n \n \n \n60,515\n \n \n$4,000,042\n\n \n12/19/2025\n \n \n \n \n96,139\n \n \n$6,000,035\n\nDavid J.C. Kennerley\n \n$800,000\n$1,680,000\n \n \n \n \n \n \n\n \n 3/13/2025\n \n \n \n \n56,431\n \n \n$3,730,089\n\n \n3/13/2025\n \n \n \n \n \n30,816\n$66.10\n$619,990\n\n \n 3/13/2025\n \n \n50,238\n94,196\n \n \n \n$3,320,732\n\nMary Ellen Adcock\n \n$900,000\n$1,890,000\n \n \n \n \n \n \n\n \n 3/13/2025\n \n \n \n \n19,289\n \n \n$1,275,003\n\n \n 3/13/2025\n \n \n \n \n \n42,247\n$66.10\n$849,972\n\n \n3/13/2025\n \n \n32,148\n60,278\n \n \n \n$2,124,983\n\nYael Cosset\n \n$1,000,000\n$2,100,000\n \n \n \n \n \n \n\n \n 3/13/2025\n \n \n \n \n23,147\n \n \n$1,530,017\n\n \n 3/13/2025\n \n \n \n \n \n50,696\n$66.10\n$1,019,958\n\n \n3/13/2025\n \n \n38,578\n72,334\n \n \n \n$2,550,006\n\nTimothy A. Massa\n \n$990,000\n$2,079,000\n \n \n \n \n \n \n\n \n 3/13/2025\n \n \n \n \n19,289\n \n \n$1,275,003\n\n \n 3/13/2025\n \n \n \n \n \n42,247\n$66.10\n$849,972\n\n \n3/13/2025\n \n \n32,148\n60,278\n \n \n \n$2,124,983\n\nTodd A.Foley\n \n$700,000\n$1,470,000\n \n \n \n \n \n \n\n \n 3/13/2025\n \n \n11,346\n21,274\n \n \n \n$749,971\n\nW. Rodney McMullen5\n-\n-\n-\n-\n-\n-\n-\n-\n-\n\n \n\n56\n\n \n\n \n\n \n\n(1)These amounts relate to the 2025 performance-based annual incentive plan. The amount listed under\n“Target” represents the annual incentive potential of the NEO. By the terms of the plan,\npayouts are limited to no more than 210% of a participant’s annual incentive potential; accordingly,\nthe amount listed under “Maximum” is 210% of that officer’s annual incentive potential\namount. The amounts actually earned under this plan were paid out in March 2026; are described\nin the CD&A; and are included in the Summary Compensation Table for 2025 in the “Non-Equity\nIncentive Plan Compensation” column and described in footnotes 2 and 4 to that table. See “2025\nAnnual Cash Incentive Plan” in CD&A for more information about the program for 2025.\n\n \n\n(2)These amounts represent performance units awarded under the 2025 Long-Term Incentive Plan, which\ncovers performance during fiscal years 2025, 2026 and 2027. The amount listed under “Maximum”\nrepresents the maximum number of common shares that can be earned by the NEO under the award or 187.5%\nof the target amount. This amount is consistent with the estimate of aggregate compensation cost to\nbe recognized by the Company over the three-year performance period of the award determined as of the\ngrant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date\nfair value reported in the last column is based on the probable outcome of the performance conditions\nas of the grant date. The aggregate grant date fair value of these awards is included in the Summary\nCompensation Table for 2025 in the “Stock Awards” column and described in footnote 2 to\nthat table.\n\n \n\n(3)These amounts represent the number of shares of restricted stock granted in 2025. The aggregate\ngrant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718.\nThe aggregate grant date fair value of these awards is included in the Summary Compensation Table for\n2025 in the “Stock Awards” column and described in footnote 2 to that table.\n\n \n\n(4)These amounts represent the number of stock options granted in 2025. Options are granted with an\nexercise price equal to the closing price of Kroger common shares on the grant date. The aggregate\ngrant date fair value reported in the last column is calculated in accordance with FASB ASC Topic 718.\nThe aggregate grant date fair value of these awards is included in the Summary Compensation Table for\n2025 in the “Option Awards” column and described in footnote 3 to that table.\n\n \n\n(5)Mr. McMullen did not receive any equity awards in 2025 due to his resignation.\n\n \n\nThe Compensation Committee established\nthe incentive potential amounts for the performance-based annual incentive awards (shown in this table as “Target”) and the\nnumber of performance units awarded for the long-term incentive awards (shown in this table as “Target”). Amounts are payable\nto the extent that Kroger’s actual performance meets specific performance metrics established by the Compensation Committee at\nthe beginning of the performance period. There are no guaranteed or minimum payouts; if none of the performance metrics are achieved,\nthen none of the award is earned and no payout is made. As described in the CD&A, actual earnings under the performance-based annual\nincentive plan may exceed the target amount if the Company’s performance exceeds the performance goals, but are limited to 187.5%\nof the target amount. The potential values for performance units awarded under the 2025-2027 Long-Term Incentive Plan are more particularly\ndescribed in the CD&A.\n\n \n\nThe annual restricted stock and nonqualified\nstock options awards granted to the NEOs generally vest in equal amounts on each of the first four anniversaries of the grant date, so\nlong as the officer remains a Kroger associate. Any dividends declared on Kroger common shares are payable on unvested restricted stock.\n\n \n\n57\n\n \n\n \n\n**2025 Outstanding Equity\nAwards at Fiscal Year-End**\n\n \n\nThe following table provides information\nabout outstanding equity-based incentive compensation awards for the NEOs as of the end of 2025. The vesting schedule for each award\nis described in the footnotes to this table. The market value of unvested restricted stock and unearned performance units is based on\nthe closing price of Kroger’s common shares of $62.85 on January 30, 2026, the last trading day of fiscal 2025.\n\n \n\n \n**Option\nAwards**\n**Stock\nAwards**\n\n**Name**\n\n**Number of**\n\n**Securities**\n\n**Underlying Unexercised\nOptions\nExercisable\n(#)**\n\n \n\n**Number of**\n\n**Securities**\n\n**Underlying\nUnexercised**\n\n**Options\nUnexercisable\n(#)**\n\n \n\n**Option\nExercise\nPrice\n($)**\n**Option\nExpiration\nDate**\n**Number\nof\nShares or\nUnits of Stock\nThat Have\nNot Vested\n(#)**\n**Market\nValue\nof Shares or\nUnits of Stock\nThat Have Not\nVested\n($)**\n**Equity\nIncentive Plan\nAwards:\nNumber of\nUnearned\nShares, Units\nor Other\nRights That\nHave Not\nVested\n(#)**\n**Equity\nIncentive Plan\nAwards:\nMarket or\nPayout Value of\nUnearned\nShares, Units or\nOther Rights\nThat Have Not\nVested\n($)**\n\nRonald L. Sargent\n \n \n \n \n60,515(6)\n$3,803,368\n \n \n\n \n \n \n \n \n96,139(7)\n$6,042,336\n \n \n\nDavid J.C. Kennerley\n \n30,816\n(1)\n$66.10\n3/13/2035\n14,070(8)\n$884,300\n \n \n\n \n \n \n \n \n42,361(9)\n$2,662,389\n \n \n\n \n \n \n \n \n \n \n10,421(14)\n$680,179\n\n \n \n \n \n \n \n \n22,697(15)\n$1,513,209\n\nMary Ellen Adock\n37,960\n \n$34.94\n3/11/2031\n3,285(10)\n$206,462\n \n \n\n \n10,846\n \n$38.32\n3/11/2031\n9,524(11)\n$598,583\n \n \n\n \n23,292\n7,764(2)\n$57.09\n3/10/2032\n20,943(12)\n$1,316,298\n \n \n\n \n19,907\n19,908(3)\n$47.25\n3/9/2033\n4,851(13)\n$304,885\n \n \n\n \n10,216\n30,648(4)\n$55.51\n3/14/2034\n19,289(8)\n$1,212,314\n \n \n\n \n3,174\n9,525(5)\n$61.85\n12/20/2034\n \n \n18,540(14)\n$1,238,659\n\n \n \n42,247\n(1)\n$66.10\n3/13/2035\n \n \n32,148(15)\n$2,153,595\n\nYael Cosset\n83,037\n \n$34.94\n3/11/2031\n4,927(10)\n$309,662\n \n \n\n \n34,938\n11,6462)\n$57.09\n3/10/2032\n13,493(11)\n$848,035\n \n \n\n \n28,202\n28,202(3)\n$47.25\n3/9/2033\n28,374(12)\n$1,783,306\n \n \n\n \n13,135\n39,405(4)\n$55.51\n3/14/2034\n23,147(8)\n$1,454,789\n \n \n\n \n \n50,696(1)\n$66.10\n3/13/2035\n \n \n23,837(14)\n$1,592,551\n\n \n \n \n \n \n \n \n38,578(15)\n$2,584,340\n\nTimothy A. Massa\n40,561\n \n$28.05\n7/13/2028\n3,285(10)\n$206,462\n \n \n\n \n66,336\n \n$24.75\n3/14/2029\n9,524(11)\n$598,583\n \n \n\n \n62,696\n \n$29.12\n3/12/2030\n24,321(12)\n$1,528,575\n \n \n\n \n52,195\n \n$34.94\n3/11/2031\n19,289(8)\n$1,212,314\n \n \n\n \n23,292\n7,764(2)\n$57.09\n3/10/2032\n \n \n18,540(14)\n$1,238,659\n\n \n19,907\n19,908(3)\n$47.25\n3/9/2033\n \n \n32,148(15)\n$2,153,595\n\n \n10,216\n30,648(4)\n$55.51\n3/14/2034\n \n \n \n \n\n \n \n42,247\n(1)\n$66.10\n3/13/2035\n \n \n \n \n\nTodd A. Foley\n \n \n \n \n \n \n3,769(14)\n$268,347\n\n \n \n \n \n \n \n \n1,600(15)\n$147,531\n\nW. Rodney McMullen\n–\n–\n–\n–\n–\n–\n–\n–\n\n \n\n \n\n \n\n \n\n(1) Stock options vest in equal amounts on 3/13/2026,\n3/13/2027, 3/13/2028, and 3/13/2029.\n\n(2) Stock options vest on 3/10/2026.\n\n(3) Stock options vest in equal amounts on 3/9/2026\nand 3/9/2027.\n\n(4) Stock options vest in equal amounts on 3/14/2026,\n3/14/2027, and 3/14/2028.\n\n(5) Stock options vest in equal amounts on 12/20/2026,\n12/20/2027, and 12/20/2028.\n\n \n\n58\n\n \n\n \n\n(6) Restricted stock vests on 3/13/2026.\n\n(7) Restricted stock vests on 12/20/2026.\n\n(8) Restricted stock vests in equal amounts on 3/13/2026,\n3/13/2027, 3/13/2028, and 3/13/2029.\n\n(9) Restricted stock vests in equal amounts on 3/13/2026,\n3/13/2027, and 3/13/2028.\n\n(10) Restricted stock vests on 3/10/2026.\n\n(11) Restricted stock vests in equal amounts on 3/9/2026\nand 3/9/2027.\n\n(12) Restricted stock vests in equal amounts on 3/14/2026,\n3/14/2027, and 3/14/2028.\n\n(13) Restricted stock vests in equal amounts on 12/20/2026,\n12/20/2027, and 12/20/2028.\n\n(14)Performance units granted\nunder the 2024 long-term incentive plan are earned as of the last day of fiscal 2026, to\nthe extent performance conditions are achieved. Because the awards earned are not currently\ndeterminable, in accordance with SEC rules, the number of units and the corresponding market\nvalue reflect a representation amount based on performance through fiscal 2025, including\ncash payments equal to projected dividend equivalent payments.\n\n(15)Performance units granted under the 2025 long-term incentive\nplan are earned as of the last day of fiscal 2027, to the extent performance conditions are\nachieved. Because the awards earned are not currently determinable, in accordance with SEC\nrules, the number of units and the corresponding market value reflect a representative amount\nbased on performance in fiscal 2025, including cash payments equal to projected dividend\nequivalent payments.\n\n \n\n59\n\n \n\n \n\n**2025 Option Exercises and\nStock Vested**\n\n \n\nThe following table provides information\nregarding 2025 stock options exercised, restricted stock vested, and common shares issued pursuant to performance units earned under\nlong-term incentive plans.\n\n \n\n \n**Option\nAwards(1)**\n**Stock\nAwards(2)**\n\n \n \n \n\n \n**Number\nof\nShares\nAcquired on\nExercise**\n**Value\n\nRealized on\nExercise**\n**Number\nof\nShares\nAcquired on\nVesting**\n**Value\n\nRealized\non\nVesting**\n\n**Name**\n**(#)**\n**($)**\n**(#)**\n**($)**\n\nRonald\nL. Sargent\n—\n—\n—\n—\n\nDavid\nJ.C. Kennerley\n—\n—\n3,177\n$238,148\n\nMary\nEllen Adcock\n103,936\n$4,185,414\n31,816\n$2,199,863\n\nYael\nCosset\n216,373\n$9,414,072\n43,192\n$2,989,846\n\nTimothy\nA. Massa\n   45,065\n$2,111,388\n31,145\n$2,151,873\n\nTodd\nA.Foley\n   58,646\n$1,862,447\n15,632\n$1,041,027\n\nW.\nRodney McMullen\n2,501,970\n$90,595,826\n—\n—\n\n \n\n \n\n(1)Stock options have a ten-year life and expire if not exercised within\nthat ten-year period. The value realized on exercise is the difference between the exercise\nprice of the option and the closing price of Kroger’s common shares on the exercise\ndate.\n\n \n\n(2)The Stock Awards columns include vested restricted stock and earned\nperformance units, as follows:\n\n \n\n \n**Vested\nRestricted Stock**\n**Earned\nPerformance Units**\n\n** **\n\n**Name**\n\n**Number\nof\nShares**\n**Value\nRealized**\n**Number\nof\nShares**\n**Value\nRealized**\n\nRonald L. Sargent\n—\n—\n—\n—\n\nDavid J.C. Kennerley\n—\n—\n3,177\n$238,148\n\nMary Ellen Adcock\n21,546\n$1,430,024\n10,270\n$769,839\n\nYael Cosset\n28,643\n$1,899,253\n14,549\n$1,090,593\n\nTimothy A. Massa\n20,875\n$1,382,034\n10,270\n$769,839\n\nTodd A. Foley\n13,785\n$902,576\n1,847\n$138,451\n\nW. Rodney McMullen\n—\n—\n—\n—\n\n** **\n\n*Restricted stock*. The table includes\nthe number of shares acquired upon vesting of restricted stock and the value realized on the vesting of restricted stock, based on the\nclosing price of Kroger common shares on the vesting date.\n\n \n\n*Performance Units*.\nParticipants in the 2023-2025 Long-Term Incentive Plan were awarded performance units that were earned based on performance criteria\nestablished by the Compensation Committee as described in “2023- 2025 Long-Term Incentive Plan — Results and Payout”\nin the CD&A. Actual payouts were based on the level of performance achieved and were paid in common shares. The number of common\nshares issued, and the value realized based on the closing price of Kroger common shares of $74.96 on March 12, 2026, the date of\ndeemed delivery of the shares, are reflected in the table above.\n\n \n\n60\n\n \n\n \n\n**2025\nPension Benefits**\n\n** **\n\nThe\nfollowing table provides information regarding pension benefits for the NEOs as of the last day of fiscal 2025. Only Mr. McMullen participates\nin a pension plan. \n\n** **\n\n \n\n**Name**\n**Plan Name**\n\n**Number of Years\nCredited Service**\n\n**(#)****(1)**\n\n**Present Value of\nAccumulated Benefit**\n\n**($)(2)**\n\n**Payments during\nLast fiscal year**\n\n**($)**\n\nRonald L. Sargent\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nDavid J. C. Kennerley\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nMary Ellen Adcock\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nYael Cosset\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nTimothy A. Massa\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nTodd A. Foley\nPension Plan\n—\n—\n—\n\n \nExcess Plan\n—\n—\n—\n\nW. Rodney McMullen\nPension Plan\n34\n1,535,552\n—\n\n \nExcess Plan\n34\n17,271,631\n—\n\n \n\n \n\n(1)In 2018, the Company froze the service periods used to calculate pension benefits and thus, Mr. McMullen’s\nnumber of years of credited service is less than his actual 46 years of service.\n\n \n\n(2)The discount rate used to determine the present values was 5.40% for The Kroger Consolidated Retirement\nBenefit Plan Spin Off (the “Pension Plan”) and 5.31% for The Kroger Co. Consolidated Retirement\nExcess Benefit Plan (the “Excess Plan”), which are the same rates used at the measurement\ndate for financial reporting purposes. Additional assumptions used in calculating the present values\nare set forth in Note 14 to the consolidated financial statements in Kroger’s Annual Report on\n10-K for fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026.\n\n \n\n**Pension Plan and Excess\nPlan**\n\n \n\nIn 2025,\nMr. McMullen was a participant in the Pension Plan, which is a qualified defined benefit pension plan. Mr. McMullen also participated\nin the Excess Plan, which is a nonqualified deferred compensation plan as defined in Section 409A of the Code. The purpose of the\nExcess Plan is to make up the shortfall in retirement benefits caused by the limitations on benefits to highly compensated individuals\nunder the qualified defined benefit pension plans in accordance with the Code.\n\n \n\nAlthough\nparticipants generally receive credited service beginning at age 21, certain participants in the Pension Plan and the Excess Plan who\ncommenced employment prior to 1986, including Mr. McMullen, began to accrue credited service after attaining age 25 and one year\nof service. The Pension Plan and the Excess Plan generally determine accrued benefits using a cash balance formula but retain benefit\nformulas applicable under prior plans for certain “grandfathered participants” who were employed by Kroger on December 31,\n2000. Mr. McMullen was eligible for these grandfathered benefits.\n\n \n\n*Grandfathered Participants*\n\n \n\nPrior\nto January 1, 2020, benefits for grandfathered participants are determined using formulas applicable under prior plans, including\nthe Kroger formula covering service to The Kroger Co. As a “grandfathered participant,” Mr. McMullen will receive benefits\nunder the Pension Plan and the Excess Plan, accrued through December 31, 2019, are determined as follows:\n\n \n\n●11∕2%\ntimes years of credited service multiplied by the average of the highest five years of total\nearnings (base salary and annual cash incentive) during the last ten calendar years of employment,\nreduced by 11∕4%\ntimes years of credited service multiplied by the primary social security benefit;\n\n \n\n●normal retirement\nage is 65; and\n\n \n\n●unreduced benefits\nare payable beginning at age 62.\n\n \n\nEffective as of December 31,\n2019, benefit accruals under the Pension Plan and Excess Plan were frozen for all non-collectively bargained participants, including\nNEO participants. Beginning January 1, 2020, the affected active associates no longer accrue additional benefits for future service\nand eligible compensation received under these plans.\n\n \n\n61\n\n \n\n \n\n**2025 Nonqualified Deferred\nCompensation**\n\n \n\nThe following table provides\ninformation on nonqualified deferred compensation for the NEOs for 2025.\n\n \n\n**Name**\n**Executive\n\nContributions\nin Last FY**\n**Company\n\nContributions\nin Last FY(1)**\n**Aggregate\n\nEarnings\nin Last FY(2)**\n**Aggregate\n\nWithdraws\nDistributions**\n**Aggregate\n\nBalance at\nLast FYE(3)**\n\nRonald\nL. Sargent\n—\n—\n—\n—\n—\n\nDavid\nJ.C. Kennerley\n—\n—\n—\n—\n—\n\nMary\nEllen Adcock\n—\n$35,764\n$21,135\n—\n$403,761\n\nYael\nCosset\n—\n$40,521\n$25,561\n—\n$488,289\n\nTimothy\nA. Massa\n—\n$39,120\n$28,043\n—\n$535,685\n\nTodd\nA. Foley\n$187,500\n$18,080\n$11,740\n—\n$356,088\n\nW.\nRodney McMullen\n  $12,500\n$77,472\n$1,167,036\n$1,615,215\n$17,132,348\n\n \n\n \n\n \n\n(1)This amount includes Company contributions to the NEOs pursuant to the defined contribution restoration\nplan, which is intended to make up the shortfall in retirement benefits caused by the limitations on\nbenefits to highly compensated individuals under the defined contribution plans in accordance with\nthe Code. This amount is included in footnote 6 to the Summary Compensation Table for 2025.\n\n \n\n(2)This amount includes the aggregate earnings on Mr. McMullen’s account, including any\nabove-market or preferential earnings. The amount of $227,673 earned in 2025 is deemed to be preferential\nearnings and is included in the “Change in Pension Value and Nonqualified Deferred Compensation\nEarnings” column of the Summary Compensation Table for 2025.\n\n \n\n(3)The amount of $4,870,584 for Mr. McMullen was reported in the Summary Compensation Tables\ncovering fiscal years 2006 – 2024.\n\n \n\n**Executive Deferred Compensation\nPlan**\n\n \n\nMr. McMullen\nand Mr. Foley participated in the Deferred Compensation Plan, which is a nonqualified deferred compensation plan. Prior to January 1,\n2025, participants could elect to defer up to 100% of the amount of their salary that exceeds the sum of the FICA wage base and Code\nSection 125 cafeteria plan selections, as well as up to 100% of their cash incentive compensation. Beginning on and after January 1,\n2025, the 100% deferral limit referenced in the prior sentence was reduced to 75%. Although the Deferred Compensation Plan permits Discretionary\nCompany Credits effective as of August 26, 2024, Kroger has not made any such credits.\n\n \n\nPrior\nto January 1, 2025, deferral account amounts were credited with interest at the rate representing Kroger’s cost of ten-year\ndebt as determined by Kroger’s CFO. The interest rate established for deferral amounts for each deferral year prior to January 1,\n2025 will be applied to those deferral amounts for all subsequent years until the deferred compensation is paid out. Beginning on January 1,\n2025, deferred compensation is credited with earnings and/or losses based on notional investment directions made by the participant.\nParticipants can elect to receive lump sum distributions or quarterly installments for periods up to ten years. Participants also can\nelect between lump sum distributions and quarterly installments to be received by designated beneficiaries if the participant dies before\ndistribution of deferred compensation is completed.\n\n \n\nParticipants\nmay not withdraw amounts from their accounts until they leave Kroger, except that Kroger has discretion to approve an early distribution\nto a participant upon the occurrence of an unforeseeable emergency. Participants, which includes the NEOs, may not receive a post-termination\ndistribution for at least six months following separation. If the associate dies prior to or during the distribution period, the remainder\nof the account will be distributed to his or her designated beneficiary in lump sum or quarterly installments, according to the participant’s\nprior election.\n\n \n\n62\n\n \n\n  \n\n**Potential Payments upon\nTermination or Change in Control**\n\n \n\nKroger\ndoes not have employment agreements that provide for payments to the NEOs in connection with a termination of employment or a change\nin control of Kroger. However, KEPP and award agreements for stock options, restricted stock and performance units provide for certain\npayments and benefits to participants, including the NEOs, in the event of a termination of employment or a change in control of Kroger,\nas defined in the applicable plan or agreement. Our pension plans and nonqualified deferred compensation plan also provide for certain\npayments and benefits to participants in the event of a termination of employment, as described above in the 2025 Pension Benefits section\nand the 2025 Nonqualified Deferred Compensation section, respectively.\n\n \n\n \n\n**The Kroger Co. Employee\nProtection Plan**\n\n \n\nKEPP\napplies to all management associates who are classified as exempt under the federal Fair Labor Standards Act and to certain administrative\nor technical support personnel who are not covered by a collective bargaining agreement, with at least one year of service, including\nthe NEOs. Mr. Sargent and Mr. Kennerley were not eligible for benefits under the KEEP as they did not have one year of service\nas of January 31, 2026. KEPP provides severance benefits when a participant’s employment is terminated actually or constructively\nwithin two years following a change in control of Kroger, as defined in KEPP. The actual amount of the severance benefit is dependent\non pay level and years of service. Exempt associates, including the NEOs, are eligible for the following benefits:\n\n \n\n●a lump sum severance\npayment equal to up to 24 months of the participant’s annual base salary and target\nannual incentive potential;\n\n \n\n●a lump sum payment\nequal to the participant’s accrued and unpaid vacation, including banked vacation;\n\n \n\n●continued medical\nand dental benefits for up to 24 months and continued group term life insurance coverage\nfor up to six months; and\n\n \n\n●up to $10,000 as reimbursement\nfor eligible outplacement expenses.\n\n \n\nIn the\nevent that any payments or benefits received or to be received by an eligible associate in connection with a change in control or termination\nof employment (whether pursuant to KEPP or any other plan, arrangement or agreement with Kroger or any person whose actions result in\na change in control) would constitute parachute payments within the meaning of Section 280G of the Code and would be subject to\nthe excise tax under Section 4999 of the Code, then such payments and benefits will either be (i) paid in full or (ii) reduced\nto the minimum extent necessary to ensure that no portion of such payments or benefits will be subject to the excise tax, whichever results\nin the eligible associate receiving the greatest aggregate amount on an after-tax basis.\n\n \n\n63\n\n \n\n \n\n**Long-Term Incentive\nAwards**\n\n \n\nThe following\ntable describes the treatment of long-term incentive awards following a termination of employment or change in control of Kroger, as\ndefined in the applicable agreements, for fiscal year 2025. In each case, the continued vesting, exercisability or eligibility for the\nincentive awards will end if the participant provides services to a competitor of Kroger.\n\n \n\n**Triggering\nEvent**\n**Stock\nOptions**\n**Restricted\nStock**\n**Performance\nUnits**\n\n**Involuntary\nTermination**\n\nForfeit all unvested options. Previously vested options\nremain exercisable for the shorter of one year after termination or the remainder of\n\nthe original 10-year term\n\nForfeit\nall unvested shares\nForfeit\nall rights to units for which the three-year performance period has not ended\n\n**Voluntary Termination/Retirement**\n\n● Prior\nto minimum age and five years of service(1)\n\nForfeit all unvested options. Previously vested options\nremain exercisable for the shorter of one year after termination or the remainder of\n\nthe original 10-year term\n\nForfeit\nall unvested shares\nForfeit\nall rights to units for which the three-year performance period has not ended\n\n**Voluntary Termination/ Retirement**\n\n● After\nminimum\n\nage and five years of service(1)\n\nUnvested options held greater than one year continue\nvesting on the original schedule. All options are exercisable for remainder of the original 10-\n\nyear term\n\nUnvested\nshares held greater than one year continue vesting on the original schedule\nPro\nrata portion(2) of units earned based on performance results over the full three-year period\n\n**Death**\nUnvested\noptions are immediately vested. All options are exercisable for the remainder of the original 10- year term\nUnvested\nshares immediately vest\n\nPro rata portion(2) of units earned\nbased on performance results through the end of the fiscal year in which death occurs. Award will be\n\npaid following the end of such fiscal year\n\n**Disability**\n\nUnvested options are immediately vested. All options\nare exercisable for remainder of\n\nthe original 10-year term\n\nUnvested\nshares immediately vest\nPro\nrata portion(2) of units earned based on performance results over the full three-year period\n\n**Change in Control(3)**\n\n● For\nawards in March 2019 and thereafter\n\nUnvested options only vest and become exercisable upon\nan actual or constructive termination of employment\n\nwithin two years following a change in control\n\nUnvested shares only vest upon an actual or constructive\ntermination of employment within\n\ntwo years following a change in control\n\n50% of the units granted at the beginning of the performance\nperiod earned upon an actual or constructive termination of\n\nemployment within two years following a change in control\n\n \n\n \n\n \n\n(1)The\nminimum age requirement is age 62 for stock options and restricted stock and age 55 for performance\nunits.\n\n \n\n(2)The prorated amount is equal to the number of weeks of active employment\nduring the performance period divided by the total number of weeks in the performance period.\n\n \n\n(3)These benefits are payable upon an actual or constructive termination\nof employment within two years after a change in control, as defined in the applicable agreements.\n\n \n\n**Quantification of Payments\nupon Termination or Change in Control**\n\n \n\nThe following\ntable provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred\non the last day of the fiscal year, January 31, 2026, given compensation, age and service levels as of that date and, where applicable,\nbased on the closing market price per Kroger common share on the last trading day of the fiscal year ($62.85 on January 30, 2026).\nAmounts actually received upon the occurrence of a triggering event will vary based on factors such as the timing during the year of\nsuch event, the market price of Kroger common shares, and the officer’s age, length of service and compensation level.\n\n \n\n64\n\n \n\n \n\n**Name**\n\n** **\n\n**Involuntary\nTermination**\n**Voluntary\nTermination/\nRetirement**\n**Death**\n**Disability**\n**Change\nin\nControl without\nTermination**\n**Change\nin\nControl with\nTermination**\n\n**Ronald\nL. Sargent**\n \n \n \n \n \n \n\nAccrued\nand Banked Vacation\n$0\n$0\n$0\n$0\n$0\n$0\n\nSeverance\n \n \n \n \n \n$0\n\nContinued\nHealth and Welfare Benefits\n \n \n \n \n \n$0\n\nStock\nOptions\n$0\n$0\n$0\n$0\n$0\n$0\n\nRestricted\nStock(3)\n$0\n$0\n$9,845,704\n$9,845,704\n$0\n$9,845,704\n\nPerformance\nUnits(4)\n$0\n$0\n$0\n$0\n$0\n$0\n\nExecutive\nGroup Life Insurance\n \n \n$0\n \n \n \n\n**David\nJ.C. Kennerley**\n \n \n \n \n \n \n\nAccrued\nand Banked Vacation\n$0\n$0\n$0\n$0\n$0\n$0\n\nSeverance\n \n \n \n \n \n$0\n\nContinued\nHealth and Welfare Benefits(1)\n \n \n \n \n \n$0\n\nStock\nOptions(2)\n$0\n$0\n$0\n$0\n$0\n$0\n\nRestricted\nStock(3)\n$0\n$0\n$3,546,688\n$3,546,688\n$0\n$3,546,688\n\nPerformance\nUnits(4)\n$0\n$0\n$912,148\n$912,148\n$0\n$1,270,104\n\nExecutive\nGroup Life Insurance\n \n \n$0\n \n \n \n\n**Mary\nEllen Adcock**\n \n \n \n \n \n \n\nAccrued\nand Banked Vacation\n$0\n$0\n$0\n$0\n$0\n$0\n\nSeverance\n \n \n \n \n \n$3,600,000\n\nContinued\nHealth and Welfare Benefits(1)\n \n \n \n \n \n$69,372\n\nStock\nOptions(2)\n$0\n$0\n$589,767\n$589,767\n$0\n$589,767\n\nRestricted\nStock(3)\n$0\n$0\n$3,638,512\n$3,638,512\n$0\n$3,638,512\n\nPerformance\nUnits(4)\n$0\n$0\n$1,450,345\n$1,450,345\n$0\n$2,000,955\n\nExecutive\nGroup Life Insurance\n \n \n$1,350,000\n \n \n \n\n**Yael\nCosset**\n \n \n \n \n \n \n\nAccrued\nand Banked Vacation\n$0\n$0\n$0\n$0\n$0\n$0\n\nSeverance\n \n \n \n \n \n$4,000,008\n\nContinued\nHealth and Welfare Benefits(1)\n \n \n \n \n \n$69,667\n\nStock\nOptions(2)\n$0\n$0\n$796,265\n$796,265\n$0\n$796,265\n\nRestricted\nStock(3)\n$0\n$0\n$4,395,792\n$4,395,792\n$0\n$4,395,792\n\nPerformance\nUnits(4)\n$0\n$0\n$1,806,999\n$1,806,999\n$0\n$2,486,063\n\nExecutive\nGroup Life Insurance\n \n \n$1,500,000\n \n \n \n\n**Timothy\nA. Massa**\n \n \n \n \n \n \n\nAccrued\nand Banked Vacation\n$0\n$0\n$0\n$0\n$0\n$0\n\nSeverance\n \n \n \n \n \n$3,960,000\n\nContinued\nHealth and Welfare Benefits(1)\n \n \n \n \n \n$57,111\n\nStock\nOptions(2)\n$0\n$0\n$580,242\n$580,242\n$0\n$580,242\n\nRestricted\nStock(3)\n$0\n$0\n$3,545,934\n$3,545,934\n$0\n$3,545,934\n\nPerformance\nUnits(4)\n$0\n$1,450,345\n$1,450,345\n$1,450,345\n$0\n$2,000,955\n\nExecutive\nGroup Life Insurance\n \n \n$1,485,000\n \n \n \n\n \n\n \n\n \n\n(1)Represents the aggregate present value of continued participation in the Company’s medical,\ndental and term life insurance plans, based on the premiums payable by the Company during the eligible\nperiod. The eligible period for continued medical and dental benefits is based on the level and length\nof service, which is 24 months for all NEOs. The eligible period for continued executive term life\ninsurance coverage is six months for the NEOs. The amounts reported may ultimately be lower if the\nNEO is no longer eligible to receive benefits, which could occur upon obtaining other employment and\nbecoming eligible for substantially equivalent benefits through the new employer.\n\n \n\n(2)Amounts reported in the “Death,” “Disability,” and “Change in Control”\ncolumns represent the intrinsic value of the accelerated vesting of unvested stock options, calculated\nas the difference between the exercise price of the stock option and the closing price per Kroger common\nshare on January 30, 2026. A value of $0 is attributed to stock options with an exercise price\ngreater than the market price on the last day of the fiscal year. In accordance with SEC rules, no\namount is reported in the “Voluntary Termination/Retirement” column because vesting is\nnot accelerated, but the options may continue to vest on the original schedule if the conditions described\nabove are met.\n\n \n\n65\n\n \n\n \n\n(3)Amounts reported in the “Death,” “Disability,”\nand “Change in Control” columns represent the aggregate value of the accelerated\nvesting of unvested restricted stock. In accordance with SEC rules, no amount is reported\nin the “Voluntary Termination/Retirement” column because vesting is not accelerated,\nbut the restricted stock may continue to vest on the original schedule if the conditions\ndescribed above are met.\n\n \n\n(4)Amounts reported in the “Voluntary Termination/Retirement,”\n“Death” and “Disability” columns represent the aggregate value of\nthe performance units granted in 2024 and 2025, based on performance through the last day\nof fiscal 2025 and prorated for the portion of the performance period completed. Amounts\nreported in the change in control column represent the aggregate value of 50% of the maximum\nnumber of performance units granted in 2024 and 2025. Awards under the 2023 Long-Term Incentive\nPlan were earned as of the last day of 2025 so each NEO age 55 or over was entitled to receive\n(regardless of the triggering event) the amount actually earned, which is reported in the\nStock Awards column of the 2025 Option Exercises and Stock Vested Table.\n\n \n\n**Departures of Mr. McMullen\nand Mr. Foley during 2025**\n\n \n\nAs previously\ndisclosed, Mr. McMullen resigned from the Company effective March 2, 2025. Upon his resignation, he received his accrued and\nbanked vacation of $730,814, all unvested stock options and restricted shares were forfeited, and all interests in the 2023-2025 and\n2024-2026 long term incentive plans were forfeited. Mr. McMullen’s vested stock options granted before 2019 retained their\noriginal expiration dates and vested stock options granted in 2019 and later expired on March 2, 2026.\n\n \n\nAs previously\ndisclosed, Mr. Foley retired from the Company effective June 30, 2025.  Upon his retirement, all unvested stock options\nand restricted shares were forfeited, and his interests in the 2023-2025, 2024-2026, and 2025-2027 long- term incentive plans are prorated\nbased on the number of weeks he was actively participating in each plan.  Mr. Foley’s vested stock options expire June 30,\n2026.  Mr. Foley received a prorated 2025 Annual Incentive payment, prorated on the number of days he actively participated\nin the plan prior to his retirement.\n\n \n\n**Pay Versus Performance**\n\n \n\nAs required\nby Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K,\nwe are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,”\nand certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy\nand how the Company aligns executive compensation with the Company’s performance, refer to the CD&A beginning on page 38.\n\n \n\nThe following\ntable sets forth compensation information for our CEOs (Mr. Sargent and Mr. McMullen) and our non-CEO NEOs and Company performance\nfor the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.\n\n \n\n66\n\n \n\n \n\n**PAY VERSUS PERFORMANCE TABLE***\n\n**(a)** **(b)** **(c)** **(b)** **(c)** **(d)** **(e)** **(f)** **(g)** **(h)**\n\n \n** **\n\n**Summary Compensation Table Total for Ronald Sargent* (1) (2)**\n\n** **\n\n**Compensation Actually Paid to Ronald Sargent (3)**\n\n** **\n\n**Summary Compensation Table Total for Rodney McMullen (4)(5)**\n\n** **\n\n**Compensation Actually Paid to Rodney McMullen (6)**\n\n** **\n\n**Average Summary Compensation Table Total for Non-PEO NEOs (7)**\n\n** **\n\n**Average Compensation Actually Paid to Non-PEO NEOs (8)**\n**Value of Initial Fixed $100 Investment Based on**\n** **\n\n**Net Income (10)  ($)**\n\n** **\n\n**Adjusted FIFO Operating Profit ($) in Millions (11)**\n\n**Year** **Total Shareholder Return (9)**\n**Peer Group Total Shareholder Return (9)  ($)**\n\n**2025** **$14,037,608** **$13,883,235** **$843,061** **$(27,697,216)** **$6,300,854** **$4,312,446** **$202.66** **$217.65** **$1,016** **$4,905**\n\n**2024** **-** **-** **$15,631,028** **$21,332,878** **$4,958,926** **$5,841,074** **$194.50** **$193.49** **$2,665** **$4,674**\n\n**2023** **-** **-** **$15,710,572** **$16,841,015** **$5,373,738** **$5,669,814** **$142.48** **$133.33** **$2,164** **$4,986**\n\n**2022** **-** **-** **$19,209,843** **$23,325,794** **$6,117,423** **$6,281,085** **$135.86** **$114.43** **$2,244** **$5,079**\n\n**2021** **-** **-** **$18,168,730** **$36,111,316** **$5,644,957** **$9,323,327** **$128.57** **$118.08** **$1,665** **$4,310**\n\n** **\n\n*Totals in\nthe above table might not equal the summation of the columns due to rounding.\n\n \n\n1.Mr. Sargent served as the Company’s principal executive officer (“PEO”) beginning March 2, 2025.\n\n2.Represents the amount of total compensation reported for our Interim\nCEO, Mr. Sargent, in the “Total” column of the Summary Compensation Table\n(“SCT”)) for fiscal year 2025.\n\n3.The dollar amount reported for Mr. Sargent in this column has been calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation actually earned, realized or received by the Interim CEO during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sargent’s total compensation for fiscal year 2025 to determine the CAP:\n\n \n\n**Mr. Sargent SCT Total to CAP Reconciliation**\n\n** **\n\n**Year** **Reported Summary Compensation Table for PEO ($)** **Minus: Reported Summary Compensation Table Value of Equity Awards (a) ($)** **Plus/Minus: Equity Award Adjustments (b) ($)** **Plus/Minus: Reported Change in the APV of Pension Benefits in Summary Compensation Table ($)** **Plus: Pension Benefit Adjustments ($)**\n**Compensation Actually Paid to PEO**\n\n**($)**\n\n             \n\n2025 14,037,608 10,000,077 9,845,704 – – 13,883,235\n\n \n\na)The amounts included in this column are the amounts reported in “Stock\nAwards” and “Option Awards” columns of the SCT for fiscal 2025 and are\nsubtracted from the Reported Summary Compensation Table “SCT” for PEO.\n\n \n\nb)The equity award adjustments for fiscal 2025 were calculated in accordance with the methodology required by Item 402(v) of Regulation S-K as follows: the equity award adjustments for each applicable year include the following: (i) addition of the year-end fair value of any equity awards granted in fiscal 2025 that are outstanding and unvested as of the end of the year; (ii) addition or subtraction of the amount equal to the change as of the end of fiscal 2025 (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of fiscal 2025; (iii) for equity awards that were granted and vested in fiscal 2025, addition of the fair value as of the vesting date; (iv) for equity awards granted in prior years that vested in fiscal 2025, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in prior years that are determined to fail to meet the applicable vesting conditions during fiscal 2025, subtraction of the fair value at the end of the prior fiscal year; and (vi) addition of the dollar value of any dividends or other earnings paid on stock or option awards in fiscal 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the PEOs are provided in the table below:\n\n \n\n67\n\n \n\n \n\n**Mr. Sargent Equity Awards Adjustments**\n\n \n\n**Year**\n**Plus/Minus: Year End Fair Value of Awards Granted in the Year**\n\n**($)**\n**Plus/Minus: Change in Fair Value of Outstanding & Unvested Awards ($)** **Plus: Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)**\n**Change in Fair Value of Awards Granted in Prior Years that Vested in the Year**\n\n**($)**\n\n**Total Equity Award Adjustments**\n\n**($)**\n\n           \n\n2025 9,845,704 – – – 9,845,704\n\n \n\nc)The amounts included in this column are the amounts reported in “Change\nin Pension and Nonqualified Deferred Compensation” of the SCT for fiscal 2025. Total\nPension Benefit Adjustments are equal to the Pension Service Costs incurred during the relevant\nperiod. No Prior Service Costs were incurred as no modifications were made to the pension\nplan during the relevant period.\n\n \n\n4.Mr. McMullen served as the Company’s PEO during fiscal 2021, 2022, 2023, and 2024 and during fiscal 2025 until his resignation on March 2, 2025.\n\n5.Represents the amount of total compensation reported for the Company’s\nformer PEO, Mr. McMullen, in the “Total” column of the Summary Compensation\nTable for the applicable fiscal years.\n\n6.The dollar amounts reported for Mr. McMullen in this column has been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the CEO during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McMullen’s total compensation for fiscal year 2025 to determine the CAP using the same methodology as described in footnote 3:\n\n \n\n**Mr. McMullen SCT Total to CAP Reconciliation**\n\n \n\n**Year** **Reported Summary Compensation Table for PEO ($)** **Minus: Reported Summary Compensation Table Value of Equity Awards ($)** **Plus/Minus: Equity Award Adjustments ($)** **Plus/Minus: Reported Change in the APV of Pension Benefits in Summary Compensation Table ($)** **Plus/Minus: Pension Benefit Adjustments(a) ($)**\n**Compensation Actually Paid to PEO**\n\n**($)**\n\n2025 843,061 – – 334,914   508,147\n\n \n\n**Mr. McMullen Equity Awards Adjustments**\n\n \n\n**Year**\n**Year End Fair Value of Awards Granted in the Year**\n\n**($)**\n**YoY Change in Fair Value of Outstanding & Unvested Awards ($)** **Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)**\n**Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Year**\n\n**($)**\n\n**Total Equity Award Adjustments**\n\n**($)**\n\n           \n\n2025 - (28,205,363) – – (28,205,363)\n\n \n\n7.The amounts in this column are the amounts reported in “Change\nin Pension and Non-Qualified Deferred Compensation of the SCT” for fiscal 2025. Total\nPension Benefits Adjustments are equal to the Pension Service Costs incurred during the relevant\nperiod. No Prior Service Costs were incurred as no modifications were made to the pension\nplan during the relevant period.\n\n8.The dollar amounts reported in column (d) represent the average of the amounts reported for our non-PEO NEOs as a group in the Total column of the SCT in the applicable fiscal years. For 2025, our non-PEO NEOs were David J.C. Kennerley, Mary Ellen Adcock, Yael Cosset, Timothy A. Massa, and Todd A. Foley. For 2024, our non-PEO NEOs were Todd A. Foley, Mary Ellen Adcock, Yael Cosset, Timothy A. Massa, and Gary Millerchip. For 2023, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Timothy A. Massa. For 2022, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Timothy A. Massa. For 2021, our non-PEO NEOs were Gary Millerchip, Stuart W. Aitken, Yael Cosset, and Michael J. Donnelly.\n\n \n\n68\n\n \n\n \n\n9.The dollar amounts reported in column (e) represent the average amount of CAP to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable fiscal years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the non-PEO NEOs as a group for fiscal 2025 to determine the CAP using the same methodology as described in footnote 3:\n\n \n\n**Average Non-PEO NEOs Summary Compensation Table Total to CAP Reconciliation**\n\n \n\n**Year** **Average Reported Summary Compensation Table for Non-PEO NEOs ($)** **Minus: Average Reported Summary Compensation Table Value for Equity Awards for Non- PEO NEOs ($)** **Plus/Minus: Average Equity Award Adjustments(a) ($)** **Plus/Minus: Average Reported Change in the APV of Pension Benefits in SCT(b) ($)** **Plus/Minus: Average Pension Benefit Adjustments ($)** **Average Compensation Actually Paid to non-PEO NEOs ($)**\n\n2025 6,300,854 4,404,136 2,415,728 – – 4,312,446\n\n \n\n(a)The amounts deducted or added in calculating the total average equity award adjustments are provided in the table below:\n\n \n\n**Equity Award Adjustments for Non-PEO NEOs**\n\n \n\n**Year**\n \n\n**Plus/Minus: Average Year End Fair Value of Awards Granted in the Year**\n\n**($)**\n**Plus/Minus: Average Change in Fair Value of Outstanding & Unvested Awards ($)** **Plus/Minus: Average Fair Value as of Vesting Date of Awards Granted and Vested in the Year ($)** **Plus/Minus: Average Change in Fair Value of Awards Granted in Prior Years that Vested in the Year ($)**\n**Total Average Equity Award**\n\n**Adjustment ($)**\n\n2025 3,386,895 (1,130,477) 2,887 156,422 2,415,728\n\n \n\n10.Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group selected by the Company for purposes of the TSR benchmarking for the pay versus performance disclosures is the same peer group the Company uses for its performance graph in the Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The Peer Group consists of Albertsons Companies, Inc. (included from June 26, 2020 when it began trading), Costco Wholesale Corporation, CVS Health Corporation, Koninklijke Ahold Delhaize N.V., Target Corp., Walgreens Boots Alliance Inc. and Walmart Inc. The cumulative TSR depicts a hypothetical $100 investment in Kroger common shares on January 30, 2021, and shows the value of that investment over time (assuming the reinvestment of dividends) for each calendar year. A hypothetical $100 investment in the Peer Group using the same methodology is shown for comparison. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.\n\n11.Net income is as reported in the Company’s audited financial\nstatements for the applicable year in accordance with U.S. GAAP.\n\n12.Adjusted FIFO Operating Profit equals gross profit, excluding the LIFO charge, minus OG&A, minus rent, and minus depreciation and amortization. For a reconciliation of non-GAAP information, see pages 28-36 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, filed with the SEC on March 31, 2026.\n\n \n\n69\n\n \n\n** **\n\n**Most Important\nPerformance Measures**\n\n \n\nThe three\nmeasures listed below represent the most important financial performance measures used by the Company to link CAP to Company performance\nfor the 2025 fiscal year:\n\n \n\n●Adjusted FIFO Operating Profit\n\n●ID sales, without fuel\n\n●Adjusted net earnings per diluted share attributable to The Kroger Co.\n\n \n\nFor a reconciliation\nof non-GAAP information, see pages 28-36 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026,\nfiled with the SEC on March 31, 2026.\n\n \n\n**Description\nof Relationships between CAP and Certain Financial Performance Measure Results**\n\n \n\nThe\nfollowing charts provide, across the Covered Years, a description of the relationships between (1) our cumulative TSR and the cumulative\nTSR for the peer group reflected in the PVP Table above, (2) PEO CAP and the financial performance measures results set forth in\ncolumns (f), (h), and (i) of the PVP Table above, and (3) non-PEO NEO CAP and the financial performance measures results set\nforth in column (f), (h) and (i) of the PVP Table above.\n\n  \n\n \n\n \n\n70\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n71\n\n \n\n \n\n**CEO Pay\nRatio**\n\n \n\nAs\nrequired by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation\nS-K, we are providing the following information regarding the ratio of the annual total compensation of our Interim CEO and Chairman,\nMr. Sargent, to the annual total compensation of our median associate.\n\n \n\nBecause\nboth Mr. McMullen and Mr. Sargent served as CEOs during parts of fiscal 2025, we choose to use the compensation of the Interim\nCEO, Mr. Sargent, who was in the position on the date selected to identify the median employee. We then annualized Mr. Sargent’s\nannual total compensation. Using this methodology, the annual total compensation for our Interim CEO was $14,400,108. The annual total\ncompensation of our median associate for 2025 was $34,552. As a result, we estimate that the ratio of our Interim CEO’s annual\ntotal compensation to that of our median associate for fiscal 2025 was 417 to 1. Our median employee is a full-time associate in the\nCentral region. Over half of Kroger’s associates are part-time workers.\n\n \n\nThis\npay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology\ndescribed below. The SEC rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s\nannual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates\nand assumptions that reflect their compensation practices. As such, other companies may have different employment and compensation practices\nand may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.\n\n \n\nTherefore,\nthe estimated pay ratio reported above may not be comparable to the pay ratios reported by other companies and should not be used as\na basis for comparison between companies.\n\n \n\nFor\n2025, our median employee is the same employee that was used in the 2024 CEO Pay Ratio calculation, as we reasonably believe there were\nno changes in our employee population or compensation arrangements that would have significantly affected our pay ratio calculation.\nWe identified the “median employee” from our employee population on the last day of our 12th fiscal period (December 31,\n2025), which included full-time, part-time, temporary, and seasonal employees who were employed on that date. The consistently applied\ncompensation measure we used was “base salary/wages paid,” which we measured from the beginning of our payroll calendar year,\nJanuary 1, 2025, through December 31, 2025; and as reflected on 2025 W-2 statements. For associates hired in 2025 or associates\non leave at the end of 2025, their earnings were annualized based on their full-time equivalent percent and rate. We did not make any\nother adjustments permissible by the SEC nor did we make any other material assumptions or estimates to identify our median employee.\n\n \n\nWe\nthen determined the median associate’s annual total compensation using the Summary Compensation Table methodology as detailed in\nItem 402(c)(2)(x) of Regulation S-K and compared it to the annual total compensation of Mr. Sargent as detailed in the “Total”\ncolumn of the Summary Compensation Table for 2025, to arrive at the pay ratio disclosed above.\n\n \n\n**Item No. 2 –\nApproval, on an Advisory Basis, of Named Executive Officer Compensation**\n\n \n\n**You are being asked to\nvote, on an advisory basis, to approve the compensation of our NEOs.**\n\n** **\n\nFOR\nThe\nBoard recommends a vote FOR the approval of compensation of our NEOs\n\n \n \n\n \n\nThe Dodd-Frank Wall Street\nReform and Consumer Protection Act, enacted in July 2010, requires that we give our shareholders the right to approve, on a nonbinding,\nadvisory basis, the compensation of our NEOs as disclosed earlier in this proxy statement in accordance with the SEC’s rules.\n\n \n\n72\n\n \n\n  \n\nAs\ndiscussed earlier in the CD&A, our compensation philosophy is to attract and retain the best management talent and to motivate these\nassociates to achieve our business and financial goals. Our incentive plans are designed to reward the actions that lead to long-term\nvalue creation. To achieve our objectives, we seek to ensure that compensation is competitive and that there is a direct link between\npay and performance. To do so, we are guided by the following principles:\n\n \n\n●Compensation\nmust be designed to attract and retain individuals to be executives at Kroger;\n\n●A\nsignificant portion of pay should be performance-based, with the percentage of total pay\ntied to performance increasing proportionally with an executive’s level of responsibility;\n\n●Compensation\nshould include incentive-based pay to drive performance, providing superior pay for superior\nperformance, including both a short- and long-term focus;\n\n●Compensation\npolicies should include an opportunity for, and a requirement of, significant equity ownership\nto align the interests of executives and shareholders;\n\n●Components\nof compensation should be tied to an evaluation of business and individual performance measured\nagainst metrics that directly drive our business strategy;\n\n●Compensation\nplans should provide a direct line of sight to Company performance;\n\n●Compensation\nprograms should be aligned with market practices; and\n\n●Compensation\nprograms should serve to both motivate and retain talent.\n\n \n\nThe\nvote on this resolution is not intended to address any specific element of compensation. Rather, the vote relates to the compensation\nof our NEOs as described in this proxy statement. The vote is advisory. This means that the vote is not binding on Kroger. The Compensation\nCommittee of the Board is responsible for establishing executive compensation. In so doing, the Compensation Committee will consider,\nalong with all other relevant factors, the results of this vote.\n\n \n\nWe\nask our shareholders to vote on the following resolution:\n\n \n\n“RESOLVED, that the\ncompensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion\nand Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.”\n\n \n\nThe\nnext advisory vote will occur at our 2027 Annual Meeting.\n\n \n\n**Item No. 3 –\nRatification of the Appointment of Kroger’s Independent Auditor**\n\n \n\n**You are being asked to\nratify the appointment of Kroger’s independent auditor, PricewaterhouseCoopers LLP.**\n\n \n\nFOR\nThe\nBoard recommends a vote FOR the ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting\nfirm.\n\n \n \n\n \n\nThe\nprimary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding the\nCompany’s financial reporting and accounting practices including the integrity of the Company’s financial statements; the\nCompany’s compliance with legal and regulatory requirements; the independent public accountants’ qualifications and independence;\nthe performance of the Company’s internal audit function and independent public accountants; and the preparation of the Audit Committee\nReport. The Audit Committee performs this work pursuant to a written charter approved by the Board of Directors. The Audit Committee\ncharter most recently was revised during fiscal 2012 and is available on the Company’s website at ir.kroger.com under Investors\n— Governance — Committee Composition. The Audit Committee has implemented procedures to assist it during the course of each\nfiscal year in devoting the attention that is necessary and appropriate to each of the matters assigned to it under the Audit Committee’s\ncharter. The Audit Committee held 5 meetings during fiscal year 2025.\n\n \n\n**Appointment of Independent\nAuditor**\n\n \n\nThe\nAudit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention, and oversight of Kroger’s\nindependent auditor, as required by law and by applicable NYSE rules. On March 11, 2026, the Audit Committee appointed PricewaterhouseCoopers\nLLP as Kroger’s independent auditor for the fiscal year ending January 30, 2027. PricewaterhouseCoopers LLP or its predecessor\nfirm has been the Company’s independent auditor since 1929.\n\n \n\n73\n\n \n\n \n\nIn\ndetermining whether to reappoint the independent auditor, our Audit Committee:\n\n \n\n●Reviews\nPricewaterhouseCoopers LLP’s independence and performance;\n\n \n\n●Considers\nthe tenure of the independent registered public accounting firm and safeguards around auditor\nindependence;\n\n \n\n●Reviews,\nin advance, all non-audit services provided by PricewaterhouseCoopers LLP, specifically with\nregard to the effect on the firm’s independence;\n\n \n\n●Conducts\nan annual assessment of PricewaterhouseCoopers LLP’s performance, including an internal\nsurvey of their service quality by members of management and the Audit Committee;\n\n \n\n●Conducts\nregular executive sessions with PricewaterhouseCoopers LLP;\n\n \n\n●Conducts\nregular executive sessions with the Vice President of Internal Audit;\n\n \n\n●Considers\nPricewaterhouseCoopers LLP’s familiarity with our operations, businesses, accounting\npolicies and practices and internal control over financial reporting;\n\n \n\n●Reviews\ncandidates for the lead engagement partner in conjunction with the mandated rotation of the\npublic accountants’ lead engagement partner;\n\n \n\n●Reviews\nrecent Public Company Accounting Oversight Board reports on PricewaterhouseCoopers LLP and\nits peer firms; and\n\n \n\n●Obtains\nand reviews a report from PricewaterhouseCoopers LLP describing all relationships between\nthe independent auditor and Kroger at least annually to assess the independence of the internal\nauditor.\n\n \n\nAs\na result, the members of the Audit Committee believe that the continued retention of PricewaterhouseCoopers LLP to serve as our independent\nregistered public accounting firm is in the best interests of our Company and its shareholders.\n\n \n\nWhile\nshareholder ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor is not required by Kroger’s\nRegulations or otherwise, the Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification,\nas it has in past years, as a good corporate governance practice. If the shareholders fail to ratify the appointment, the Audit Committee\nmay, but is not required to, reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee in its\ndiscretion may direct the appointment of a different auditor at any time during the year if it determines that such a change would be\nin the best interests of our Company and our shareholders.\n\n \n\nA\nrepresentative of PricewaterhouseCoopers LLP is expected to participate in the meeting to respond to appropriate questions and to make\na statement if he or she desires to do so.\n\n \n\n**Audit and Non-Audit Fees**\n\n \n\nThe\nfollowing table presents the aggregate fees billed for professional services performed by PricewaterhouseCoopers LLP for the annual audit\nand quarterly reviews of our consolidated financial statements for fiscal 2025 and 2024, and for audit-related, tax and all other services\nperformed in 2025 and 2024.\n\n \n\n \nFiscal Year\nEnded\n\n \n**January 31,**\n**February 1,**\n\n**2026**\n**2025**\n\n**($)**\n**($)**\n\n**Audit\nFees(1)**\n5,400,000\n6,647,700\n\n**Audit-Related Fees**\n25,000\n100,000\n\n**Tax\nFees(2)**\n-\n104,440\n\n**All Other Fees(3)**\n2,156\n2,156\n\n**Total**\n5,427,156\n6,854,296\n\n \n\n74\n\n \n\n \n\n(1)Includes annual audit and quarterly reviews of Kroger’s consolidated\nfinancial statements, the issuance of comfort letters to underwriters, consents, and assistance\nwith the review of documents filed with the SEC. This also includes fees for work that related\nto the terminated merger with Albertsons Companies, Inc.\n\n(2)Includes pre-approved assistance with tax compliance and tax related\nconsulting.\n\n(3)Includes use of an accounting research tool.\n\n \n\nThe\nAudit Committee requires that it approve in advance all audit and non-audit work performed by PricewaterhouseCoopers LLP. Pursuant to\nthe Audit Committee audit and non-audit service pre-approval policy, the Committee will annually pre-approve certain defined services\nthat are expected to be provided by the independent auditors. If it becomes appropriate during the year to engage the independent accountant\nfor additional services, the Audit Committee must first approve the specific services before the additional work may be performed. All\nof the services provided by PricewaterhouseCoopers, LLP were approved by the Audit Committee under its pre-approval policy.\n\n \n\nPricewaterhouseCoopers\nLLP has advised the Audit Committee that neither the firm, nor any member of the firm, has any financial interest, direct or indirect,\nin any capacity in Kroger or its subsidiaries.\n\n \n\n**The Board of Directors\nRecommends a Vote For This Proposal.**\n\n \n\n**Audit Committee Report**\n\n \n\nManagement\nof the Company is responsible for the preparation and presentation of the Company’s financial statements, the Company’s accounting\nand financial reporting principles and internal controls, and procedures that are designed to provide reasonable assurance regarding\ncompliance with accounting standards and applicable laws and regulations. The independent public accountants are responsible for auditing\nthe Company’s financial statements and expressing opinions as to the financial statements’ conformity with generally accepted\naccounting principles and the effectiveness of the Company’s internal control over financial reporting.\n\n \n\nIn\nperforming its functions, the Audit Committee:\n\n \n\n●Met\nseparately with the Company’s internal auditor and PricewaterhouseCoopers LLP with\nand without management present to discuss the results of the audits, their evaluation and\nmanagement’s assessment of the effectiveness of Kroger’s internal controls over\nfinancial reporting and the overall quality of the Company’s financial reporting;\n\n \n\n●Met\nseparately with the Company’s Chief Financial Officer or the Company’s General\nCounsel when needed;\n\n \n\n●Met\nregularly in executive sessions;\n\n \n\n●Reviewed\nand discussed with management the audited financial statements included in our Annual Report;\n\n \n\n●Discussed\nwith PricewaterhouseCoopers LLP the matters required to be discussed under the applicable\nrequirements of the Public Company Accounting Oversight Board and the SEC; and\n\n \n\n●Received\nthe written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable\nrequirements of the Public Accounting Oversight Board regarding the independent public accountant’s\ncommunication with the Audit Committee concerning independence and discussed the matters\nrelated to their independence.\n\n \n\nBased\nupon the review and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited\nconsolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31,\n2026, as filed with the SEC on March 31, 2026.\n\n \n\nThis report is submitted by\nthe Audit Committee.\n\n \n\nAnne Gates,\nChair\n\nKaren M.\nHoguet\n\nAshok Vemuri\n\n \n\n75\n\n \n\n \n\n**Item 4 – Approval\nof The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan**\n\n \n\n**You are being asked to\nvote to approve The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan (the “Second Amended Plan”).**\n\n \n\n**FOR**\nThe\nBoard recommends a vote FOR the approval of the Second Amended Plan\n\n \n \n\n \n\nUnder\nthis Item No. 4, the Board is recommending that our shareholders approve the Second Amended Plan. The Second Amended Plan was adopted,\nsubject to shareholder approval, by the Board of Directors on April 20, 2026, upon the recommendation of our Compensation and Talent\nDevelopment Committee (the “Compensation Committee”). If approved by shareholders, the Second Amended Plan will increase\nthe number of shares authorized for issuance under the Second Amended Plan by 42,300,000 shares to 102,222,931 shares, and extend the\nterm of the Second Amended Plan for up to 10 years from its effective date.\n\n \n\nThe\nincrease in the shares reserved for issuance and the extension of the term are the principal modifications contemplated by the Second\nAmended Plan. The Second Amended Plan also correspondingly increases the limit on shares that may be issued regarding incentive stock\noptions by 42,300,000 shares, and adds a $1,000,000 limit on annual, per person non-employee director compensation. The Second Amended\nPlan also includes certain other non-substantive and conforming changes. The changes are described in the “Summary of Material\nChanges” below, which is followed by a summary description of the entire Second Amended Plan.\n\n \n\nThe\nKroger Co. Amended and Restated 2019 Long-Term Incentive Plan (the “Amended and Restated 2019 Plan”) has 6,522,198 shares\navailable for grant as of April 1, 2026, as further explained in the “Equity Compensation Plan Information as of April 1,\n2026” section of this proposal. We believe that increasing the share reserve under the Second Amended Plan is critical for us to\nmeet our estimated near-term equity compensation needs. We operate in a highly competitive industry and geography for employee talent\nand do not expect required rates of compensation to decline. If the Second Amended Plan is approved, the Company will be able to continue\nto provide equity awards as part of its compensation program, which is necessary to successfully attract and retain the best possible\ncandidates for positions of substantial responsibility within the Company and to ensure that compensation is competitive and has a direct\nlink with performance. Moreover, awarding equity compensation aligns the interests of our NEOs with the interests of our shareholders\nand creates incentives to achieve the annual business plan targets and longer term company objectives. The details and design elements\nof the Second Amended Plan are set forth in the section entitled “Summary of the Second Amended Plan” beginning on page 80\nbelow.\n\n \n\nProviding\nequity and equity-based awards aligns employee compensation interests with the investment interests of our shareholders, and reduces\ncash compensation expense, permitting cash to be reinvested in our business or returned to our shareholders. Approval of the Second Amended\nPlan will allow Kroger to continue to provide equity and equity-based awards to recruit and compensate its officers and other key employees\nbeyond the time at which the shares reserved under the Amended and Restated 2019 Plan would be depleted. If the Second Amended Plan is\nnot approved, the Second Amended Plan will not become effective, and the Company will continue to grant awards under the Amended and\nRestated 2019 Plan until there are no longer any shares available for grant. Once the shares are depleted, we may not be able to issue\nstock-settled equity awards and may become reliant on cash-settled awards. An inability to grant equity-based awards would have significant\nnegative consequences to us and our shareholders including the following:\n\n \n\n●*Inhibit\nPay for Performance and Alignment with Shareholders.* As described above, with respect\nto our NEOs and other senior employees of the Company, a key element of our compensation\nphilosophy is to pay a meaningful portion of variable compensation in the form of stock-based\nawards as we believe that aligns employee and shareholder interests and drives long-term\nvalue creation.\n\n \n\n●*Result\nin Increased Cash Compensation.* In order to attract and retain qualified personnel,\nwe would likely be compelled to alter our compensation programs to increase the cash-based\ncomponents, which would not provide the same benefits as equity awards and would limit cash\navailable for other purposes.\n\n \n\nIf\nthe Second Amended Plan is approved by our shareholders, it will become effective as of the date of the Annual Meeting and succeed the\nAmended and Restated 2019 Plan.\n\n \n\n76\n\n \n\n \n\n**Background**\n\n \n\nThe\nAmended and Restated 2019 Plan was approved by shareholders on June 23, 2022. The Amended and Restated 2019 Plan is the Company’s\nonly shareholder-approved compensation plan under which equity-based awards may be made. As described above in the section entitled “Compensation\nDiscussion and Analysis” beginning on page 39 above, the Compensation Committee of the Board of Directors has long maintained\na strong pay for performance philosophy designed to attract and retain the best management talent, to motivate employees to achieve our\nbusiness and financial goals, and to reward the actions that lead to long-term value creation. The Compensation Committee believes that\nthere is a strong link between our business strategy, the performance metrics in our short-term and long-term incentive programs, and\nthe business results that drive shareholder value. To achieve our objectives, the Compensation Committee seeks to ensure that compensation\nis competitive and that a significant portion of pay should be performance-based, with the percentage of total pay tied to performance\nincreasing proportionally with an NEO’s level of responsibility.\n\n \n\nWe\nare requesting approval of 42,300,000 additional shares for awards under the Second Amended Plan. Awards may also be made under the Second\nAmended Plan with respect to an estimated 6,522,198 shares that, as of April 1, 2026, remain available for grant under the Amended\nand Restated 2019 Plan, which shares have previously been approved by our shareholders, as further explained in the “Equity Compensation\nPlan Information as of April 1, 2026” section of this proposal. We refer to the aggregate number of shares available\nfor awards under the Second Amended Plan as the “share reserve.” The share reserve will be reduced by one share for each\nshare subject to a stock option or share appreciation right, and by 2.83 shares for each share subject to a restricted stock award, award\nof restricted stock units (including performance units), or other share award. In determining the number of additional shares\nto request under the Second Amended Plan, we evaluated our share availability under the Amended and Restated 2019 Plan, recent share\nusage, our historical annual equity award grant rate, our historical forfeiture rate and our estimates of the number of shares needed\nto attract new executive hires. We expect that the share reserve will allow us to continue to appropriately grant equity awards at reasonable\nand desirable levels for approximately the next seven years; however, the amount of future awards is not currently known and will\ndepend on various factors that cannot be predicted, including, but not limited to, the price of our shares on future grant dates, the\nvolatility of the stock and the types of awards that will be granted.\n\n \n\n**Key Amended and Restated\n2019 Plan Provisions are Unchanged in the Second Amended Plan**\n\n \n\n●The\nSecond Amended Plan provides for the following types of equity awards: stock options (both\nincentive stock options and nonqualified stock options), share appreciation rights, restricted\nstock awards, restricted stock units (including performance units), cash incentive\nawards and share awards;\n\n \n\n●An\nestimated 6,522,198 shares that remain available for grant under the Amended and Restated\n2019 Plan as of April 1, 2026 may also be granted under the Second Amended Plan;\n\n \n\n●The\nshare reserve will be reduced by one share for each share subject to a stock option or share\nappreciation right, and by 2.83 shares for each share subject to a restricted stock award,\naward of restricted stock units (including performance units), or other share award;\n\n \n\n●All\ntypes of equity awards granted under the Second Amended Plan may have all or a significant\nportion of compensation linked to the achievement of performance goals by the Company and/or\nthe participant; and\n\n \n\n●The\nSecond Amended Plan will be administered by the Compensation Committee, which is comprised\nentirely of independent directors, and which may delegate authority to a committee of executives\nin respect of awards to Kroger associates who are not our NEOs or subject to Section 16\nunder the Exchange Act.\n\n \n\n**Summary of Material\nChanges**\n\n \n\nThe\nSecond Amended Plan increases the shares available for awards from the limit in the Amended and Restated 2019 Plan by 42,300,000 shares.\nAs a result, the new share pool under the Second Amended Plan as of its effective date will not exceed 102,222,931 shares (consisting\nof (a) 13,683,931 shares remaining available as of April 1, 2022 for awards, plus (b) 46,239,000 shares that were\napproved by our shareholders in 2022, plus (c) 42,300,000 shares requested to be approved by our shareholders in 2026), plus\nthe common shares that are subject to awards that are added (or added back, as applicable) to the share pool pursuant to the share counting\nrules of the Second Amended Plan. The number and kind of shares available under the Second Amended Plan are subject to adjustment\nfor stock dividends and stock splits and in certain other situations as further described in the Second Amended Plan.\n\n \n\n77\n\n \n\n \n\nThe\nSecond Amended Plan also correspondingly increases the limit on shares that may be issued regarding incentive stock options by 42,300,000\nshares, adds a $1,000,000 limit on annual, per person non-employee director compensation, and extends the term under the Second Amended\nPlan until the tenth anniversary of the effective date of the Second Amended Plan. The Second Amended Plan also includes certain other\nnon-substantive and conforming changes.\n\n  \n\nIn\naddition, the Second Amended Plan retains flexibility for design of performance-based awards following the repeal of the exemption for\nperformance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).\nThe Compensation Committee aims to continue to retain flexibility to design compensation programs that are in the long-term best interests\nof Kroger and our shareholders, with deductibility of compensation being only one of a range of considerations taken into account.\n\n \n\n \n\n**Equity Compensation\nPlan Information as of April 1, 2026**\n\n \n\nThe\ninformation included in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 31, 2026\nis updated by the following information regarding all existing equity compensation plans as of April 1, 2026 (reflecting a 1:1 share\nratio, rather than application of the fungible share ratio):\n\n \n\nTotal\nnumber of stock options outstanding(1)\n6,102,811\n\nTotal\nnumber of full value awards outstanding (includes restricted stock, restricted stock units and performance units)(2)\n7,492,103\n\nTotal\nnumber of shares remaining available for future grant under the Amended and Restated 2019 Plan(3)\n6,522,198\n\nTotal\nnumber of shares of common stock outstanding as of the Record Date\n612,579,217\n\n \n\n(1) The\nweighted-average exercise price of the stock options outstanding was $48.97 and the weighted-average remaining term of the stock options\noutstanding was 6.06 years. The Company did not have any stock appreciation rights outstanding as of April 1, 2026.\n\n(2) Assumes\nperformance units will vest and pay out based on maximum performance levels being achieved.\n\n(3) Represents\nthe total number of shares available for future awards under the Amended and Restated 2019 Plan reflecting performance units at maximum\npayout. The Amended and Restated 2019 Plan was our only active equity compensation plan as of April 1, 2026.\n\n \n\n**Key Shareholder Considerations**\n\n \n\nShareholders\nshould consider the following in determining whether to approve the Second Amended Plan:\n\n●*Our\nburn rate is reasonable*. As detailed in the table below, our three-year average\nburn rate is 0.59%, which we define as the number of options granted as well as the number\nof full-value awards granted in a fiscal year divided by the weighted average basic common\nshares outstanding for that fiscal year. This 3-year average burn rate is reasonable compared\nto that of our industry peers.\n\n \n\n78\n\n \n\n \n\n**Fiscal\nYear**\n\n**Options\nGranted**\n\n \n\n**Full-Value\nShares Granted**\n\n** **\n\n**Total\nGranted**\n\n** **\n\n**Weighted\nAverage # of\nCommon\nShares\nOutstanding**\n\n**Burn\nRate**\n\n \n\n2025\n832,136\n2,459,699\n3,2918,35\n652,000,000\n0.50%\n\n2024\n1,150,382\n3,178,557\n4,328,939\n715,000,000\n0.61%\n\n2023\n1,267,959\n3,550,624\n4,818,583\n718,000,000\n0.67%\n\n  \n\n●*Our\ntotal dilution is reasonable*. Dilution is commonly measured by “overhang,”\nwhich generally refers to the amount of total potential dilution to current shareholders\nthat could result from future issuance of the shares reserved under an equity compensation\nplan. Our equity plan dilution rate (or overhang) as of April 1, 2026 was 3.3% (calculated\nby dividing (1) the number of shares subject to awards outstanding plus the number of\nshares remaining available for grant under the Amended and Restated 2019 Plan, by (2) the\ntotal number of common shares outstanding). As of April 1, 2026, the 6,522,198 shares\nremaining available under the Amended and Restated 2019 Plan and 13,594,914 shares subject\nto outstanding equity awards (assuming maximum payout for performance units) represented\n1.1% and 2.2% of our current overhang, respectively. If approved, the additional 42,300,000\nshares for grant under the Second Amended Plan would increase our total potential dilution\nby 6.9% to 10.2%. We calculate overhang and dilution based on 612,579,217 shares outstanding\non April 1, 2026. These overhang and dilution levels are reasonable compared to that\nof our industry peers.\n\n \n\n●*Expected\nshare pool duration*. Based on our historic and projected future use of equity-based compensation,\nwe estimate that the shares requested under the Second Amended Plan will be sufficient to\nprovide awards for approximately seven years. However, the actual duration of the share reserve\nwill depend on currently unknown factors, such as the Company’s future stock price,\nchanges in participation, our hiring and promotion activity, future grant practices, award\ntype mix and levels, competitive market practices, acquisitions and divestitures, and the\nrate of returned shares due to forfeitures, the need to attract, retain and incentivize key\ntalent, and how the Company chooses to balance total compensation between cash and equity-based\nawards.\n\n \n\n●*Clawbacks*.\nAwards granted under the Second Amended Plan may be subject to recoupment in accordance with\nSection 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding\nrecoupment of erroneously awarded compensation). Awards may also be subject to recoupment\nunder the terms of the Second Amended Plan for a period of one year following the settlement\nof an award under the Second Amended Plan or may be subject to Kroger’s clawback policy\nas described on page 53 above in the section entitled “Executive Compensation\nRecoupment Policy (Clawback)” in the “Compensation Discussion & Analysis.”\n\n \n\n●*The\nSecond Amended Plan follows best market practices*. The Second Amended Plan has been designed\nconsistent with the qualitative standards of proxy advisory firms and equity plan best practices.\nAs a result, the Second Amended Plan:\n\n \n\noprovides\nthat no award may vest prior to the one-year anniversary of such award’s date of grant\nand (if applicable) requires a minimum performance period of 12 months (other than vesting\nupon the death or disability of the participant, or upon a change in control), except that\nup to 5% of the share reserve of the Second Amended Plan may be subject to awards that do\nnot meet such minimum vesting requirement;\n\n \n\nodoes\nnot permit the repricing of awards granted under the Second Amended Plan unless approved\nby shareholders;\n\n \n\nodoes\nnot provide for automatic acceleration of vesting of equity awards solely upon a change in\ncontrol of the Company, also known as a “single-trigger acceleration;”\n\n \n\nodoes\nnot contain an annual “evergreen” provision, and therefore shareholder approval\nis required to increase the maximum number of shares that may be issued under the Second\nAmended Plan;\n\n \n\nocontains\na “fungible share pool” provision, which limits shareholder dilution by charging\nthe share reserve with 2.83 shares for each share subject to a full value award;\n\n \n\noprovides\nthat all stock options and share appreciation rights have an exercise price equal to at least\nthe fair market value of our common shares on the date the stock option or share appreciation\nright is granted, except in certain situations in which we are assuming options granted by\nanother company that we are acquiring;\n\n \n\n79\n\n \n\n \n\noprovides\nthat (i) no dividends or dividend equivalent rights will be paid or provided with respect\nto awards other than restricted shares and share awards, and (ii) dividend equivalents\naccrued with respect to awards of restricted stock units (including performance units),\nif any, may not be paid before the date such awards have vested; and\n\n \n\nodoes\nnot provide by its terms for any tax gross-ups.\n\n \n\nAs\ndescribed above, the Amended and Restated 2019 Plan has 6,522,198 shares available for grant as of April 1, 2026. We believe additional\nshares should be reserved for issuance to meet our estimated near-term equity compensation needs. We operate in a highly competitive\nindustry and geography for employee talent and do not expect required rates of compensation to decline. One alternative to using equity\nawards would be to significantly increase cash compensation. We do not believe this would be practical or advisable. We believe that\na combination of equity and cash compensation is better for attracting, retaining and motivating employees. Any significant increase\nin cash compensation in lieu of equity awards would reduce the cash otherwise available for operations and investment in our business.\nFurthermore, we do not believe a more cash-oriented program would have the same long-term retention value or serve to align employees’\ninterests to those of our shareholders as well as a program that includes equity.\n\n \n\n**Summary of the Second\nAmended Plan**\n\n \n\nThe\nprincipal features of the Second Amended Plan are summarized below. The summary does not purport to be a complete statement of the terms\nof the Second Amended Plan and is qualified in its entirety by reference to the full text of the Second Amended Plan, a copy of which\nis attached as Appendix A to this Proxy Statement.\n\n \n\n**Purpose**\n\n \n\nThe\npurpose of the Second Amended Plan is to align the interests of eligible participants with our shareholders by providing incentive compensation\ntied to Kroger’s performance. The intent of the Second Amended Plan is to advance Kroger’s interests and increase shareholder\nvalue by attracting, retaining and motivating key personnel.\n\n \n\n**Administration**\n\n \n\nPursuant\nto its terms, the Second Amended Plan may be administered by the Compensation Committee of the Board, such other committee of the Board\nappointed by the Board to administer the Second Amended Plan or the Board, as determined by the Board (such administrator of the Second\nAmended Plan, the “Committee”). The Committee has the power and discretion necessary to administer the Second Amended Plan,\nwith such powers including, but not limited to, the authority to select persons to participate in the Second Amended Plan, determine\nthe form and substance of awards under the Second Amended Plan, determine the conditions and restrictions, if any, subject to which such\nawards will be made, modify the terms of awards, accelerate the vesting of awards upon termination of service, and make determinations\nregarding a participant’s termination of employment or service for purposes of an award. The Committee’s determinations,\ninterpretations and actions under the Second Amended Plan are binding on the Company, the participants in the Second Amended Plan and\nall other parties. Generally, the Second Amended Plan will be administered by our Compensation Committee, which solely consists of independent\ndirectors, as appointed by the Board from time to time. The Compensation Committee may delegate authority to a committee of executives\nin respect of awards to Kroger associates who are not our NEOs or subject to Section 16 under the Exchange Act, as permitted under\nthe Second Amended Plan.\n\n \n\n**Non-Employee Director Compensation\nLimit.**\n\n \n\nThe\nSecond Amended Plan provides that in no event will any non-employee director in any one calendar year be granted compensation for such\nservice having an aggregate maximum value (measured at the date of grant, as applicable, and calculating the value of any awards based\non the grant date fair value for financial reporting purposes) in excess of $1,000,000.\n\n \n\n80\n\n \n\n \n\n**Eligibility**\n\n \n\nAny\nemployee, officer, independent director, consultant or advisor to the Company or any of its subsidiaries or affiliates can participate\nin the Second Amended Plan, at the Committee’s discretion. In its determination of eligible participants, the Committee may consider\nany and all factors it considers relevant or appropriate, and designation of a participant in any year does not require the Committee\nto designate that person to receive an award in any other year. As of the record date, 403,000 employees, 12 officers, 9 independent\ndirectors, and no consultants or advisors were eligible to participate in the Second Amended Plan. The basis for participation in the\nSecond Amended Plan by eligible persons is the selection of such persons by the Committee (or its proper delegate) in its discretion.\n\n \n\n**Awards**\n\n \n\nThe\ntypes of awards available under the Second Amended Plan include stock options (both incentive and non-qualified), share appreciation\nrights, restricted stock awards, restricted stock units (including performance units), cash incentive awards and share awards.\nAll awards granted to participants under the Second Amended Plan will be represented by an award agreement. No award granted to participants\nunder the Second Amended Plan may vest prior to the one-year anniversary of such award’s date of grant (except for awards in respect\nof up to 5% of the share reserve of the Second Amended Plan, and awards that vest upon the death or disability of the participant, or\nupon a change in control (to the extent that awards are not continued, assumed or substituted, or upon a qualifying termination of service\nfollowing such change in control, as described below)).\n\n \n\n**Stock Options**\n\n \n\nA\nstock option grant entitles a participant to purchase a specified number of Company shares during a specified term (with a maximum term\nof 10 years) at an exercise price that will not be less than the fair market value of a share as of the date of grant.\n\n \n\nSubject\nto the minimum vesting requirements described above, the Committee will determine the requirements for vesting and exercisability of\nthe stock options, which may be based on the continued employment or service of the participant with the Company for a specified time\nperiod, upon the attainment of performance goals or both. The stock options may terminate prior to the end of the term or vesting date\nupon termination of employment or service (or for any other reason), as determined by the Committee. No dividends or dividend equivalent\nrights will be paid or granted with respect to stock options. Unless approved by the Company’s shareholders, the Committee may\nnot take any action with respect to a stock option that would be treated as a “repricing” under the then applicable rules,\nregulations or listing requirements of the stock exchange on which shares are listed.\n\n \n\nStock\noptions granted under the Second Amended Plan are either non-qualified stock options or incentive stock options (with incentive stock\noptions intended to meet the applicable requirements under the Code). Stock options are nontransferable except in limited circumstances.\n\n \n\n**Share Appreciation Rights**\n\n \n\nA\nshare appreciation right (SAR) granted under the Second Amended Plan will give the participant a right to receive, upon exercise or other\npayment of the SAR, an amount in cash, shares or a combination of both equal to the excess of (a) the fair market value of a share\non the date of exercise over (b) the base price of the SAR that the Committee specified on the date of the grant. The base price\nof a SAR will not be less than the fair market value of a share as of the date of grant. The right of exercise in connection with a SAR\nmay be made by the participant or automatically upon a specified date or event. SARs are non-transferable, except in limited circumstances.\n\n \n\nSubject\nto the minimum vesting requirements described above, the Committee will determine the requirements for vesting and exercisability of\nthe SARs, which may be based on the continued employment or service of the participant with the Company for a specified time period or\nupon the attainment of specific performance goals. The SARs may be terminated prior to the end of the term (with a maximum term of 10 years)\nupon termination of employment or service, as determined by the Committee. No dividends or dividend equivalent rights will be paid or\ngranted with respect to SARs. Unless approved by the Company’s shareholders, the Committee may not take any action with respect\nto a SAR that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements of the\nstock exchange on which shares are listed.\n\n \n\n81\n\n \n\n** **\n\n \n\n**Restricted Stock Awards**\n\n \n\nA\nrestricted stock award is a grant of a specified number of shares to a participant, subject to restrictions that will lapse upon the\nterms that the Committee determines at the time of grant. Subject to the minimum vesting requirements described above, the Committee\nwill determine the requirements for the lapse of the restrictions for the restricted stock awards, which may be based on the continued\nemployment or service of the participant with the Company over a specified time period, upon the attainment of performance goals, or\nboth.\n\n \n\nThe\nparticipant will have the rights of a shareholder with respect to the shares granted under a restricted stock award, including the right\nto vote the shares and receive all dividends and other distributions with respect thereto, unless the Committee determines otherwise\nto the extent permitted under applicable law. Any shares granted under a restricted stock award are nontransferable, except in limited\ncircumstances. A participant may make an election under Section 83(b) of the Code for tax planning purposes.\n\n \n\n**Restricted Stock Units\n(including Performance Units)**\n\n \n\nA\nrestricted stock unit or performance unit granted under the Second Amended Plan will give the participant a right to receive, upon vesting\nand settlement of the restricted stock units (commonly known as RSUs) or performance units, one share per vested unit or an\namount per vested unit equal to the fair market value of one share as of the date of determination, or a combination thereof, at the\ndiscretion of the Committee. The Committee may grant RSUs or performance units together with dividend equivalent rights (which will\nnot be paid until the award vests), and the holder of any RSUs or performance units will not have any rights as a shareholder, such\nas dividend or voting rights, until the shares underlying the RSUs or performance units are delivered.\n\n \n\nSubject\nto the minimum vesting requirements described above, the Committee will determine the requirements for vesting and payment of the RSUs\nand performance units, which may be based on the continued employment or service of the participant with the Company for a specified\ntime period and, for performance units, also upon the attainment of specific performance goals. RSU and performance unit awards\nwill be forfeited if the vesting requirements are not satisfied. RSUs and performance units are nontransferable, except in limited\ncircumstances.\n\n \n\n**Cash Incentive Awards**\n\n \n\nCash\nincentive awards if granted under the Second Amended Plan may be payable based on the achievement of business and/or individual performance\ngoals over a performance period, and may also be based on the continued employment or service of a participant with the Company during\nthe performance period, or such other conditions as determined by the Committee. Cash incentive awards may be paid in any combination\nof cash or shares, based on the fair market value of such shares at the time of payment. The Committee will determine the requirements\nfor vesting and payment of any cash incentive awards granted under the Second Amended Plan.\n\n \n\n**Share Awards**\n\n \n\nShare\nawards may be granted to eligible participants under the Second Amended Plan and consist of an award of shares. A share award may be\ngranted for past employment or service, in lieu of bonus or other cash compensation, as director’s compensation or any other purpose\nas determined by the Committee. Subject to the minimum vesting requirements described above, the Committee will determine the requirements\nfor the vesting and payment of the share award, with the possibility that awards may be made with no vesting requirements. Upon receipt\nof the share award, the participant will have all rights of a shareholder with respect to the shares, including the right to vote and\nreceive dividends.\n\n \n\n**Performance-Based Compensation**\n\n \n\nAll\ntypes of awards granted under the Second Amended Plan may be granted with vesting, payment, lapse of restrictions and/or exercisability\nrequirements that are subject to the attainment of specific performance goals (with the exception of cash incentive awards, which must\nbe granted subject to the attainment of performance goals). The Committee may adjust performance goals, or the manner of measurement\nthereof, as it deems appropriate, including, without limitation, adjustments to reflect charges for restructurings, non-operating income,\nthe impact of corporate transactions or discontinued operations, events that are unusual in nature or infrequent in occurrence and other\nnon-recurring items, currency fluctuations, litigation or claim judgments, settlements, and the effects of accounting or tax law changes.\n\n \n\n82\n\n \n\n \n\n**Plan Amendments or\nTermination**\n\n \n\nThe\nBoard may amend, modify, suspend or terminate the Second Amended Plan, provided that if such amendment, modification, suspension or termination\nmaterially and adversely affects any award the Company must obtain the affected participant’s consent. Certain amendments or modifications\nof the Second Amended Plan may also be subject to the approval of our shareholders as required by SEC and NYSE rules or applicable\nlaw.\n\n \n\n**Effective Date of the Second\nAmended Plan**\n\n \n\nThe\nSecond Amended Plan will become effective on the date it is approved by the Company’s shareholders.\n\n \n\n**Termination of Service**\n\n \n\nAwards\nunder the Second Amended Plan may be subject to reduction, cancellation or forfeiture upon termination of service or failure to meet\napplicable performance conditions or other vesting terms.\n\n \n\nUnder\nthe Second Amended Plan, unless an award agreement provides otherwise, if a participant’s employment or service is terminated for\ncause, or if after termination the Committee determines that the participant engaged in an act that falls within the definition of cause,\nor if after termination the participant engages in conduct that violates any continuing obligation of the participant with respect to\nthe Company, the Company may cancel, forfeit and/or recoup any or all of that participant’s outstanding awards. In addition, if\nthe Committee makes the determination above, the Company may suspend the participant’s right to exercise any stock option or share\nappreciation right, receive any payment or vest in any award pending a determination of whether the act falls within the definition of\ncause. The Second Amended Plan incorporates by reference the definition of cause from the KEPP. If a participant voluntarily terminates\nemployment or service in anticipation of an involuntary termination for cause, that shall be deemed a termination for cause.\n\n \n\nThe\nCompany has the right to recoup any gain realized by the participant from the exercise, vesting or payment of any award if, within one\nyear after such exercise, vesting or payment, the participant is terminated for cause, the Committee determines the participant is subject\nto recoupment due to a clawback policy, or after the participant’s termination the Committee determines that the participant engaged\nin an act that falls within the definition of cause or materially violated any continuing obligation of the participant with respect\nto the Company.\n\n \n\n**Change in Control**\n\n \n\nUnder\nthe Second Amended Plan, in the event of a change in control of the Company, as defined in the Second Amended Plan, all outstanding awards\nshall either (a) be continued or assumed by the surviving company or its parent, or (b) be substituted by the surviving company\nor its parent for awards, with substantially similar terms (with appropriate adjustments to the type of consideration payable upon settlement,\nincluding conversion into the right to receive securities, cash or a combination of both, and with appropriate adjustment of performance\nconditions or the deemed achievement of such conditions at the greater of the target level or actual performance, unless otherwise provided\nin an award agreement).\n\n \n\nOnly\nto the extent that outstanding awards are not continued, assumed or substituted upon or following a change in control, the Committee\nmay, but is not obligated to, make adjustments to the terms and conditions of outstanding awards, including without limitation (i) acceleration\nof exercisability, vesting and/or payment immediately prior to or upon or following such event, (ii) upon written notice, providing\nthat any outstanding stock option and share appreciation right must be exercised during a period of time immediately prior to such event\nor other period (contingent upon the consummation of such event), and at the end of such period, such stock options and share appreciation\nrights shall terminate to the extent not so exercised, and (iii) cancellation of all or any portion of outstanding awards for fair\nvalue (in the form of cash, shares, other property or any combination of such consideration), less any applicable exercise or base price.\n\n \n\nNotwithstanding\nthe foregoing, if a participant’s employment or service is terminated upon or within 24 months following a change in control by\nthe Company without cause or by the participant for good reason (defined in the Second Amended Plan by reference to the KEPP), the unvested\nportion (if any) of all outstanding awards held by the participant will immediately vest (and, to the extent applicable, become exercisable)\nand be paid in full upon such termination, with any performance conditions deemed achieved at the greater of the target level or actual\nperformance, unless otherwise provided in an award agreement.\n\n \n\n83\n\n \n\n \n\n**Assumption of Awards in\nConnection with an Acquisition**\n\n \n\nThe\nCommittee may assume or substitute any previously granted awards of an employee, director consultant, or other service provider of another\ncorporation who becomes eligible by reason of a corporate transaction. The terms of the assumed award may vary from the terms and conditions\notherwise required by the Second Amended Plan if the Committee deems it necessary. The assumed awards will not reduce the total number\nof shares available for awards under the Second Amended Plan.\n\n \n\n**Shares Available**\n\n \n\n42,300,000\nnew shares are available for awards under the Second Amended Plan, subject to shareholder approval at the Annual Meeting.\n\n \n\nAwards\nmay also be made under the Second Amended Plan with respect to an estimated 6,522,198 shares that, as of April 1, 2026, remain available\nfor grant under the Amended and Restated 2019 Plan, which shares were previously approved by our shareholders at our 2022 Annual Meeting\nof Shareholders. We refer to the aggregate number of shares available for awards under the Amended Plan as the “share reserve.”\nWithin the share reserve, a total of 52,300,000 shares are available for awards of incentive stock options.\n\n \n\nThe\nnew share reserve under the Second Amended Plan as of its effective date will not exceed 102,222,931 shares (consisting of (a) 13,683,931\nshares remaining available as of April 1, 2022 for awards, plus (b) 46,239,000 shares that were approved by the our\nshareholders in 2022, plus (c) 42,300,000 shares requested to be approved by our shareholders in 2026), plus the shares\nthat are subject to awards that are added (or added back, as applicable) to the share pool pursuant to the share counting rules of\nthe Second Amended Plan. The number and kind of shares available under the Second Amended Plan are subject to adjustment for stock dividends\nand stock splits and in certain other situations as further described in the Second Amended Plan.\n\n \n\nIf\nany award granted under the Second Amended Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than\nthe number underlying the award, or otherwise terminated without delivery of the shares or payment of consideration to the participant,\nthen such shares will be returned to the Second Amended Plan and be available for future awards under the Second Amended Plan. However,\nshares that are withheld from an award in payment of the exercise, base or purchase price or taxes or not issued or delivered as a result\nof the net settlement of an outstanding stock option, share appreciation right or other award will not be returned to the Second Amended\nPlan nor available for future awards under the Second Amended Plan.\n\n \n\nThe\nshare reserve will be reduced by one share for each Share subject to a stock option or share appreciation right, and by 2.83 shares for\neach share subject to a restricted stock award, award of restricted stock units (including performance units), or other share\naward. If a share that was subject to an award that counted as one share is returned to the share reserve, the share reserve will be\ncredited with one share. If a Share that was subject to an award that counts as 2.83 shares is returned to the share reserve, the share\nreserve will be credited with 2.83 shares.\n\n \n\n**Adjustments**\n\n \n\nIn\nthe event of any recapitalization, reclassification, share dividend, extraordinary dividend, share split, reverse share split, merger,\nreorganization, consolidation, combination, spin-off or other similar corporate event or transaction affecting the common shares of the\nCompany, the Committee will make equitable adjustments to (i) the number and kind of Shares or other securities available for awards\nand covered by outstanding awards, (ii) the exercise, base or purchase price, or other value determinations of outstanding awards,\nand/or (iii) any other terms of an award affected by the corporate event.\n\n \n\n84\n\n \n\n** **\n\n \n\n**U.S. Federal Income Tax Consequences**\n\n \n\n**Incentive Stock Options**\n\n \n\nAn optionee recognizes no taxable income for\nregular income tax purposes as a result of the grant or exercise of an incentive stock option qualifying under Section 422 of the\nCode. Optionees who neither dispose of their shares within two years following the date the option was granted nor within one year\nfollowing the exercise of the option normally will recognize a capital gain or loss equal to the difference, if any, between the sale\nprice and the purchase price of the shares. If an optionee satisfies such holding periods upon a sale of the shares, the Company will\nnot be entitled to any deduction for federal income tax purposes. If an optionee disposes of shares within two years after the date\nof grant or within one year after the date of exercise (a “disqualifying disposition”), the difference between the fair market\nvalue of the shares on the exercise date and the option exercise price (not to exceed the gain realized on the sale if the disposition\nis a transaction with respect to which a loss, if sustained, would be recognized) will be taxed as ordinary income at the time of disposition.\nAny gain in excess of that amount will be a capital gain. If a loss is recognized, there will be no ordinary income, and such loss will\nbe a capital loss. Any ordinary income recognized by the optionee upon the disqualifying disposition of the shares generally should be\ndeductible by the Company for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of\nthe Code.\n\n \n\nThe difference between the option exercise price\nand the fair market value of the shares on the exercise date is treated as an adjustment in computing the optionee’s alternative\nminimum taxable income and may be subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year.\nSpecial rules may apply with respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments\nfor purposes of computing the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may\narise with respect to optionees subject to the alternative minimum tax.\n\n \n\n**Nonqualified Stock Options**\n\n \n\nOptions not designated or qualifying as incentive\nstock options will be nonqualified stock options having no special tax status. An optionee generally recognizes no taxable income as\nthe result of the grant of such an option. Upon exercise of a nonqualified stock option, the optionee normally recognizes ordinary income\nequal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the optionee is an employee,\nsuch ordinary income generally is subject to withholding of income and employment taxes. Upon the sale of shares acquired by the exercise\nof a nonqualified stock option, any gain or loss, based on the difference between the sale price and the fair market value on the exercise\ndate, will be taxed as capital gain or loss.\n\n \n\n**Share Appreciation Rights**\n\n \n\nIn general, no taxable income is reportable when\nSARs are granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market\nvalue of any cash or shares received. If the participant is an employee, such ordinary income generally is subject to withholding of\nincome and employment taxes. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or\nloss.\n\n \n\n**Restricted Stock Awards**\n\n \n\nA participant acquiring restricted stock generally\nwill recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such\nordinary income generally is subject to withholding of income and employment taxes. The participant may elect, pursuant to Section 83(b) of\nthe Code, to accelerate the ordinary income tax event to the date of acquisition by filing an election with the Internal Revenue Service\nno later than 30 days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award,\nany gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event\noccurs, will be taxed as capital gain or loss.\n\n \n\n85\n\n \n\n \n\n**Restricted Stock Unit Awards\n(including Performance Unit Awards)**\n\n \n\nThere\nare no immediate tax consequences of receiving an award of RSUs or performance units. A participant who is awarded RSUs or performance units\nwill be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the\nend of the applicable vesting period or, if later, the settlement date elected by the Committee or a participant. If the participant\nis an employee, such ordinary income generally is subject to withholding of income and employment taxes. Any additional gain or loss\nrecognized upon any later disposition of any shares received would be capital gain or loss.\n\n \n\n**Cash Incentive Awards**\n\n \n\nA participant\ngenerally will recognize no income upon the grant of a performance cash incentive award. Upon the settlement of such award, participants\nnormally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair market value of any\nunrestricted shares received. If the participant is an employee, such ordinary income generally is subject to withholding of income and\nemployment taxes. Upon the sale of any shares received, any gain or loss, based on the difference between the sale price and the fair\nmarket value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.\n\n \n\n**Share Awards**\n\n \n\nA participant\nacquiring unrestricted shares generally will recognize ordinary income equal to the fair market value of the shares on the grant date.\nIf the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the\nsale of unrestricted shares acquired pursuant to a share award, any gain or loss, based on the difference between the sale price and\nthe fair market value on the date the shares are granted, will be taxed as capital gain or loss.\n\n \n\n**Section 409A**\n\n \n\nSection 409A\nprovides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and\ndistribution elections and permissible distribution events. Certain types of awards granted under the Second Amended Plan may be subject\nto the requirements of Section 409A. It is intended that the Second Amended Plan and all awards comply with, or be exempt from,\nthe requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient\nof that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when\nthe compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with\nSection 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary\nincome, as well as interest on such deferred compensation.\n\n \n\n**Tax Effects for the Company**\n\n \n\nThe Company\ngenerally will be entitled to a tax deduction in connection with an award under the Second Amended Plan in an amount equal to the ordinary\nincome realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified\nstock option). Special rules limit the deductibility of compensation paid to our chief executive officer, chief financial officer\nand the other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under\nSection 162(m), the annual compensation paid to any of these covered employees, including awards that Kroger grants pursuant to\nthe Second Amended Plan, whether performance-based or otherwise, will be subject to the $1 million annual deduction limitation.\nBecause of the elimination of the performance-based compensation exemption, it is possible that all or a portion of the compensation\npaid to covered employees in the form of equity grants under the Second Amended Plan may not be deductible by the Company, to the extent\nthat the annual deduction limitation is exceeded.\n\n \n\nTHE FOREGOING\nIS ONLY A BRIEF SUMMARY OF CERTAIN OF THE EFFECTS OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS\nUNDER THE SECOND AMENDED PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS\n(SUCH AS MEDICARE AND SOCIAL SECURITY TAXES), THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX\nLAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.\n\n \n\n86\n\n \n\n \n\n**New Plan Benefits**\n\n \n\nThe issuance of any awards under the Second Amended\nPlan will be at the discretion of the Committee. In addition, the benefit of any awards granted under the Second Amended Plan will depend\non a number of factors, including the fair market value of Company shares on future dates, and actual Company performance against performance\ngoals established with respect to performance awards, among other things. Therefore, it is not possible to determine the amount or form\nof any award that will be granted to any individual in the future. For information regarding awards granted to our NEOs under the Amended\nand Restated 2019 Plan during the 2025 fiscal year, please refer to the Grants of Plan-Based Awards table on page 57 made to our\nNEOs in fiscal 2025.\n\n \n\n**Additional Information**\n\n \n\nFor further discussion of our compensation program\nand the long-term incentive awards granted under our incentive plans, see “Compensation Discussion & Analysis” and\nthe discussion of “Long-Term Compensation” therein.\n\n \n\n**Equity Compensation Plan Information**\n\n \n\nThe following table provides information regarding\nshares outstanding and available for issuance under our existing equity compensation plans, effective as of January 31, 2026.\n\n \n\n**Plan Category**\n \n\n**Number\nof securities**\n\n**to be issued\nupon**\n\n**exercise of**\n\n**outstanding\noptions,**\n\n**warrants and\nrights (a) **\n\n \n**Weighted average exercise price of outstanding options, warrants and rights (b) **\n \n**Number\nof securities\nremaining available for\nfuture issuance under\nequity compensation plans\n(excluding\nsecurities reflected in\ncolumn (a)) (c)**\n\nEquity\ncompensation plans approved by security holders\n \n6,027,016\n \n$\n43.03 \n \n18,799,448 \n\nEquity\ncompensation plans not approved by security holders\n \n—\n \n \n—\n \n—\n\nTotal\n\n \n6,027,016 \n \n$\n43.03 \n \n18,799,448\n\n \n\nThe total number of securities reported\nin column (a) includes the maximum number of common shares, 3,548,215, that may be issued under performance units granted under\nour long-term incentive plans. The nature of the awards is more particularly described in the Compensation Discussion and Analysis section\nof the definitive 2026 proxy statement. Based on historical data, or in the case of the awards made in 2012 through 2025 and earned in\n2025 the actual payout percentage, our best estimate of the number of common shares that will be issued under the performance unit grants\nis approximately 935,871. The weighted-average exercise price in column (b) does not take performance unit awards into account.\nThe amount shown in column (c) represents common shares remaining available under the 2019 Amended Plan, under which the Committee\nis authorized to make awards. Under the 2019 Amended Plan, for any award that is not a stock option or a stock appreciation right, 2.83\ncommon shares are subtracted from the maximum number of common shares available under the plan for every common share granted under the\naward. For awards of stock options and stock appreciation rights, however, only one common share is subtracted from the maximum number\nof common shares available under the plan for every common share granted. Amounts reported in this table are on an actual share basis.\n\n \n\n87\n\n \n\n \n\n**AGAINST**The\nBoard recommends a vote AGAINST the following shareholder proposal, if properly presented\nat the meeting, for the reasons stated in Kroger’s statements in opposition following\nthe shareholder proposal.\n\n \n\n**Item No. 5 – Shareholder Proposal**-\nReport on GHG emissions reductions\n\n \n\nWe have been advised that Friends Fiduciary or an\nappointed representative will present the following proposal  for consideration during the 2026 Annual Meeting. We will promptly\nprovide the shareholdings upon written or oral request to our Secretary at our executive offices.\n\n \n\n \n\n \n\n**“WHEREAS**:\n\n \n\nThe Intergovernmental Panel on Climate Change\nhas advised that greenhouse gas (GHG) emissions must decrease 43% by 2030 from 2019 levels and reach net zero by 2050 to limit global\nwarming to 1.5°C and avoid the most damaging effects of climate change. Deloitte estimates that “unchecked climate change could\ncost the global economy $178 trillion over the next 50 years.”\n\n \n\nIn its 10-K Kroger recognizes business risks\nfrom climate change, stating the effects “present both physical risks…and transition risks…which are expected to\nbe widespread and unpredictable.” Extreme weather events may affect Kroger’s ability, “to procure needed commodities\nat costs and in quantities that are optimal.” Kroger also acknowledges local, state or federal regulatory responses to climate\nchange may affect its financial condition.\n\n \n\nKroger set a goal to reduce its absolute Scope\n1 and 2 emissions 30% by 2030, applies climate risk modeling to its direct operations, and mentions having business resilience plans.\nHowever, the Company has not provided detailed information on its plans to address Scope 3 emissions (representing approximately 93%\nof Kroger’s carbon emissions), nor has it applied its risk modeling to its full value chains. Without disclosures detailing efforts\nto mitigate its largest climate impacts, or plans to boost the agricultural supply chain resiliency that is critical to its Our Brands\nproducts (26% of FY25 revenue), Kroger may face elevated supply chain, regulatory, operational, and reputational risk.\n\n \n\nKroger disclosed a Scope 3 footprint for the\nfirst time in 2025 but has not outlined its intention or strategies to reduce these emissions, a standard practice among peers. Albertsons\nand Ahold Delhaize have set science-based value chain emissions reduction targets. Costco and Walmart provide greater detail regarding\ntheir supplier engagement strategies, emissions reduction progress, and efforts to reduce Scope 3 emissions.\n\n \n\nDeveloping and reporting on plans and intentions\nto reduce Kroger’s value chain emissions can help Kroger appropriately manage climate risks and opportunities. This would differ\nfrom Kroger’s existing sustainability disclosures by providing shareholders with forward-looking and/or quantitative information,\nat management’s discretion, describing actions the company will take to reduce full value chain emissions.\n\n \n\n**RESOLVED:**Shareholders request that The Kroger\nCo. (“Kroger”) issue a report, above and beyond existing disclosures, describing whether and, if so, how it will increase\nthe scale and pace of its GHG emissions reduction efforts. The report should be updated annually, prepared at reasonable expense, and\nomit proprietary information.\n\n \n\n**SUPPORTING STATEMENT:**\n\n \n\nAt management’s discretion, the report\ncould cover topics including:\n\n●Quantitative reduction\npathway to meet existing scope 1 and 2 goals;\n\n●If Kroger does not\nplan to increase the scale and pace of its GHG emissions reduction efforts, disclose why;\n\n●Kroger’s supplier\nengagement emissions reduction efforts, suppliers’ decarbonization progress, and related\nimpacts on Kroger’s carbon footprint; and\n\n●Details about Kroger’s\nplan to invest in and scale projects to reduce value chain emissions and increase supply\nchain resiliency.”\n\n \n\n88\n\n \n\n \n\n**The Board of Directors Recommends a Vote Against\nThis Proposal for the Following Reasons:**\n\n \n\nKroger manages greenhouse gas (GHG) emissions\nas part of Kroger’s Responsible Business strategy*.* We outline our comprehensive management approach and efforts to advance\nsustainability in our annual Responsible Business Report. *[URL: https://www.thekrogerco.com/wp-content/uploads/2025/10/Kroger-Co-2025-Responsible-Business-Report.pdf]*\n\n \n\n**Kroger has an ambitious Scope 1 and 2 GHG emissions-reduction\ngoal for our own operations.**\n\n \n\nIn 2020, we set a challenging goal to reduce\nScope 1 and 2 greenhouse gas (GHG) emissions company-wide – reflecting the impact of operations under Kroger’s direct control\n– by 30% by 2030, from a 2018 baseline. We also published a Greenhouse Gas Emissions Reduction Goal Roadmap to outline how we identify\nand review potential projects that may contribute to achieving this 2030 goal. [*URL: https://www.thekrogerco.com/wp-content/uploads/2023/07/Kroger-GHG-Goal-Roadmap_Feb-2023.pdf*]\n\n \n\nInternal business leaders regularly identify\npotential Scope 1 and 2 GHG emissions-reduction opportunities, weigh project implementation benefits and costs, and pilot new technologies\nto assess results before scaling company-wide. To date, Kroger has achieved a 14.9% cumulative GHG emissions reduction toward our 2030\ngoal while responsibly managing benefits and costs, demonstrating strong progress.\n\n \n\nIn addition, Kroger has been preparing for anticipated\nclimate disclosure requirements in California, including Scope 1 and 2 GHG emissions and climate risk assessment findings.\n\n \n\n**Scope 3 emissions relating to our suppliers’\noperations and how customers use the products we sell are outside of the Company’s direct control.**\n\n \n\nIn the past few years, third-party organizations\nhave tried to quantify companies’ Scope 3 GHG emissions, as referenced in this proposal. A company’s Scope 3 emissions reflect\nthe estimated impact of its suppliers’ upstream operations and facilities and its customers’ use of products at home and\nthrough end of life and disposal.\n\n \n\nGiven this scope and complexity, the body of\nwork related to Scope 3 emissions is still evolving; at this time, there is no consensus for how to accurately measure and report Scope\n3 emissions. Current methodologies for estimating Scope 3 emissions are largely based on assumptions and predictive modeling. This is\nparticularly problematic for retailers like Kroger who buy and sell thousands of items across multiple categories to meet our customers’\nneeds.\n\n \n\nIn 2024, we completed work to estimate Kroger’s\nScope 3 GHG emissions for the first time – using estimates, assumptions and modeling – in order to assess the feasibility\nof aligning GHG goals with the Science-Based Targets Initiative (SBTi). We provided an overview of these findings in our 2025 Responsible\nBusiness Report and CDP questionnaire response. We determined and disclosed to investors and interested parties then that setting SBTi-aligned\ngoals at this time was not feasible for Kroger, largely due to Scope 3 emission reduction requirements and lack of direct control over\nupstream and downstream impacts.\n\n \n\n**It is not feasible or financially prudent for Kroger\nto develop additional reports related to Scope 3 emissions at this time.**\n\n \n\nAdvances in climate impact measurement are needed\nbefore Kroger can more accurately report Scope 3 emissions or develop roadmaps for reducing them.\n\n \n\nFor reasons stated above and in our public reporting,\nwe believe addressing the environmental impacts of food and agricultural production around the world is a shared challenge among producers\nand suppliers, retailers and other buyers of these goods. We encourage our suppliers to operate responsibly and reduce the environmental\nimpacts, including GHG emissions, from their own operations.\n\n \n\nKroger will continue to engage stakeholders and\nsubject matter experts to consider future developments in this evolving body of work.\n\n \n\n**For the foregoing reasons, we urge you to vote\nAGAINST this proposal.**\n\n \n\n89\n\n \n\n \n\n**Shareholder Proposals\nand Director Nominations — 2027 Annual Meeting**\n\n \n\nPursuant to Rule 14a-8 under the Exchange\nAct, shareholder proposals intended for inclusion in the proxy material relating to the 2027 Annual Meeting should be addressed to Kroger’s\nSecretary and must be received at our principal executive offices not later than January 13, 2027. These proposals must comply with\nRule 14a-8 and the SEC’s proxy rules. Rule 14a-8 and related guidance provide that certain shareholder proposals may\nbe excluded from a proxy statement. We will evaluate any shareholder proposal received and may exclude such shareholder proposal if permitted\nin accordance with such rule and guidance. If a shareholder submits a proposal outside of Rule 14a-8 for the 2027 Annual Meeting\nand such proposal is not delivered within the time frame specified in the Regulations, Kroger’s proxy may confer discretionary\nauthority on persons being appointed as proxies on behalf of Kroger to vote on such proposal.\n\n \n\nIn addition, Kroger’s Regulations contain\nan advance notice of shareholder business and director nominations requirement, which generally prescribes the procedures that a shareholder\nof Kroger must follow if the shareholder intends, at an annual meeting, to nominate a person for election to Kroger’s Board of\nDirectors or to propose other business to be considered by shareholders. These procedures include, among other things, that the shareholder\ngive timely notice to Kroger’s Secretary of the nomination or other proposed business, that the notice contain specified information,\nand that the shareholder comply with certain other requirements. In order to be timely, this notice must be delivered in writing to Kroger’s\nSecretary, at our executive offices, not later than 45 calendar days prior to the date on which our proxy statement for the prior year’s\nannual meeting of shareholders was mailed to shareholders. If a shareholder’s nomination or proposal is not in compliance with\nthe procedures set forth in the Regulations, we may disregard such nomination or proposal. Accordingly, if a shareholder intends, at\nthe 2027 Annual Meeting, to nominate a person for election to the Board of Directors or to propose other business, the shareholder must\ndeliver a notice of such nomination or proposal to Kroger’s Secretary not later than March 29, 2027 and comply with the requirements\nof the Regulations.\n\n \n\nFurthermore, in addition to the requirements\nof SEC Rule 14a-8 or our Regulations, as applicable, as described above, to comply with the universal proxy rules, shareholders\nwho intend to solicit proxies in support of director nominees other than our nominees must provide notice to our Secretary that sets\nforth the information required by Rule 14a-19 of the Exchange Act no later than April 26, 2027, and must comply with the additional\nrequirements of Rule 14a-19(b). However, if the date of the 2027 Annual Meeting is changed by more than 30 calendar days from the\nanniversary date of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2027 Annual\nMeeting or the 10th calendar day following the day on which public announcement of the date of the 2027 Annual Meeting is\nfirst made.\n\n \n\nEligible shareholders may also submit director\nnominees for inclusion in our proxy statement for the 2027 Annual Meeting. To be eligible, shareholders must have owned at least three\npercent of our common shares for at least three years. Up to 20 shareholders will be able to aggregate for this purpose. Nominations\nmust be submitted to our Secretary at our executive offices no earlier than December 14, 2026 and no later than January 13,\n2027. However, in the event that the 2027 Annual Meeting is set for a date that is more than 30 days before or more than 60 days after\nthe anniversary date of the Annual Meeting, the nominations must be delivered by the 10th day following the day on which a\npublic announcement of the 2027 Annual Meeting is first made by the Company.\n\n \n\nShareholder proposals, director nominations,\nincluding, if applicable pursuant to proxy access, and advance notices must be addressed in writing, and addressed and delivered timely\nto: Secretary, The Kroger Co., 1014 Vine Street, Cincinnati, Ohio 45202-1100.\n\n \n\n**Questions and Answers about the Annual Meeting**\n\n \n\n**Why are you holding a virtual meeting?**\n\n \n\nWe believe a virtual meeting is the most effective\napproach for enabling the highest possible attendance. We believe this facilitates shareholder attendance and participation, and has\nallowed a greater number of questions from a broader group of shareholders to be asked and answered at the Annual Meeting than in an\nin-person format. Therefore, our Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual\nMeeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access\nand exchange with Management and the Board as an in-person meeting. We believe that we are observing best practices for virtual shareholder\nmeetings, including by providing a support line for technical assistance and addressing as many shareholder questions as time allows.\n\n \n\n**Who can vote?**\n\n \n\nYou can vote if, as of the close of business\non April 28, 2026, the record date, you were a shareholder of record of Kroger common shares.\n\n \n\n90\n\n \n\n \n\n**Who is asking for my vote, and who pays for this\nproxy solicitation?**\n\n \n\nYour proxy is being solicited by Kroger’s\nBoard of Directors. Kroger is paying the cost of solicitation. We have hired D.F. King & Co., Inc., a proxy solicitation\nfirm, to assist us in soliciting proxies and we will pay them a fee estimated not to exceed $19,000, plus reasonable expenses for the\nsolicitation.\n\n \n\nWe also will reimburse banks, brokers, nominees,\nand other fiduciaries for postage and reasonable expenses incurred by them in forwarding the proxy material to beneficial owners of our\ncommon shares.\n\n \n\nProxies may be solicited personally, by telephone,\nelectronically via the Internet, or by mail.\n\n \n\n**Who are the members of the Proxy Committee?**\n\n \n\nAnne Gates, Ronald L. Sargent, and Mark Sutton,\nall Kroger Directors, are the members of the Proxy Committee for our Annual Meeting.\n\n \n\n**What is the difference between a “shareholder\nof record” and a “beneficial shareholder” of shares held in street name?**\n\n \n\nYou are the “shareholder of record”\nfor any Kroger common shares that you own directly in your name in an account with Kroger’s stock transfer agent, Equiniti Trust\nCompany, LLC.\n\n \n\nYou are a “beneficial shareholder”\nof shares held in street name if your Kroger common shares are held in an account with a broker, bank, or other nominee as custodian\non your behalf. The broker, bank, or other nominee is considered the shareholder of record of these shares. As the beneficial owner,\nyou have the right to instruct the broker, bank, or other nominee on how to vote your Kroger common shares.\n\n \n\n**How do I vote my shares held in street name?**\n\n \n\nIf your shares are held by a bank, broker, or\nother holder of record, you will receive voting instructions from the holder of record. Your broker is required to vote your shares in\naccordance with your instructions. In most cases, you may vote by telephone or over the internet as instructed.\n\n \n\n**How do I vote my proxy?**\n\n \n\nYou can vote your proxy in one of the following\nways:\n\n1.By the internet, you can vote by the internet by visiting www.proxyvote.com.\n\n2.By telephone, you can vote by telephone by following the instructions\non your proxy card, voting instruction form, or notice.\n\n3.By mail, you can vote by mail by signing and dating your proxy card\nif you requested printed materials, or your voting instruction form, and returning it in\nthe postage-paid envelope provided with this proxy statement.\n\n4.By mobile device, by scanning the QR code on your proxy card, notice\nof internet availability of proxy materials, or voting instruction form.\n\n5.By attending and voting electronically during the virtual Annual\nMeeting at www.virtualshareholdermeeting.com/KR2026.\n\n \n\n**How can I participate and ask questions at the\nAnnual Meeting?**\n\n \n\nWe are committed to ensuring that our shareholders\nhave substantially the same opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. In order\nto submit a question at the Annual Meeting, you will need your 16-digit control number that is printed on the Notice or proxy card that\nyou received in the mail, or via email if you have elected to receive material electronically. You may log in 15 minutes before the start\nof the Annual Meeting and submit questions online. You will be able to submit questions during the Annual Meeting as well. We encourage\nyou to submit any question that is relevant to the business of the meeting. Questions asked during the Annual Meeting will be read and\naddressed during the meeting. Shareholders are encouraged to log into the webcast at least 15 minutes prior to the start of the meeting\nto test their internet connectivity. You may also submit questions in advance of the meeting via the internet at www.proxyvote.com when\nyou vote your shares.\n\n \n\n91\n\n \n\n \n\n**What documentation must I provide to be admitted\nto the virtual Annual Meeting and how do I attend?**\n\n \n\nIf your shares are registered in your name, you\nwill need to provide your sixteen-digit control number included on your Notice or your proxy card (if you receive a printed copy of the\nproxy materials) in order to be able to participate in the meeting. If your shares are not registered in your name (if, for instance,\nyour shares are held in “street name” for you by your broker, bank or other institution), you must follow the instructions\nprinted on your Voting Instruction Form. In order to participate in the Annual Meeting, please log on to www.virtualshareholdermeeting.com/KR2026\nat least 15 minutes prior to the start of the Annual Meeting to provide time to register and download the required software, if needed.\nThe webcast replay will be available at www.virtualshareholdermeeting.com/KR2026 until the 2027 Annual Meeting. If you access the meeting\nbut do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.\n\n \n\n**What if I have technical or other “IT”\nproblems logging into or participating in the Annual Meeting webcast?**\n\n \n\nWe have provided a toll-free technical support\n“help line” that can be accessed by any shareholder who is having challenges logging into or participating in the virtual\nAnnual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the\ntechnical support line number that will be posted on the virtual Annual Meeting login page.\n\n \n\n**What documentation must I provide to vote online\nat the Annual Meeting?**\n\n \n\nIf you are a shareholder of record and provide\nyour sixteen-digit control number when you access the meeting, you may vote all shares registered in your name during the Annual Meeting\nwebcast. If you are not a shareholder of record as to any of your shares (i.e., instead of being registered in your name, all or a portion\nof your shares are registered in “street name” and held by your broker, bank or other institution for your benefit), you\nmust follow the instructions printed on your Voting Instruction Form.\n\n \n\n**How do I submit a question at the Annual Meeting?**\n\n \n\nIf you would like to submit a question during\nthe Annual Meeting, once you have logged into the webcast at www.virtualshareholdermeeting.com/KR2026,\nsimply type your question in the “ask a question” box and click “submit”. You may also submit questions in advance\nof the meeting via the internet at www.proxyvote.com when you vote your shares.\n\n \n\n**When should I submit my question at the Annual\nMeeting?**\n\n \n\nEach year at the Annual Meeting, we hold a question-and-answer\nsession following the formal business portion of the meeting during which shareholders may submit questions to us. We anticipate having\nsuch a question-and- answer session at this Annual Meeting. You can submit a question up to 15 minutes prior to the start of the Annual\nMeeting and up until the time we indicate that the question-and-answer session is concluded. However, we encourage you to submit your\nquestions before or during the formal business portion of the meeting and our prepared statements, in advance of the question-and-answer\nsession, in order to ensure that there is adequate time to address questions in an orderly manner. You may also submit questions in advance\nof the meeting via the internet at www.proxyvote.com when you vote your shares.\n\n \n\n**Can I change or revoke my proxy?**\n\n \n\nThe common shares represented by each proxy will\nbe voted in the manner you specified unless your proxy is revoked before it is exercised. You may change or revoke your proxy by providing\nwritten notice to Kroger’s Secretary at 1014 Vine Street, Cincinnati, Ohio 45202, by executing and sending us a subsequent proxy,\nor by voting your shares while logged in and participating in the 2026 Annual Meeting of Shareholders.\n\n \n\n**How many shares are outstanding?**\n\n \n\nAs of the close of business on April 28,\n2026, the record date, our outstanding voting securities consisted of 616,560,677 common shares.\n\n \n\n**How many votes per share?**\n\n \n\nEach common share outstanding on the record date\nwill be entitled to one vote on each of the 10 director nominees and one vote on each other proposal. Shareholders may not cumulate votes\nin the election of directors.\n\n \n\n92\n\n \n\n \n\n**What voting instructions can I provide?**\n\n \n\nYou may instruct the proxies to vote “For”\nor “Against” each proposal, or you may instruct the proxies to “Abstain” from voting.\n\n \n\n**What happens if proxy cards or voting instruction\nforms are returned without instructions?**\n\n \n\nIf you are a registered shareholder and you return\nyour proxy card without instructions, the Proxy Committee will vote in accordance with the recommendations of the Board.\n\n \n\nIf you hold shares in street name and do not\nprovide your broker with specific voting instructions on proposals 1, 2, and 4, 5, which are considered non-routine matters, your broker\ndoes not have the authority to vote on those proposals. This is generally referred to as a “broker non-vote.” Proposal 3,\nratification of auditors, is usually considered a routine matter and, therefore, your broker may vote your shares according to your broker’s\ndiscretion.\n\n \n\nThe vote required, including the effect of broker\nnon-votes and abstentions for each of the matters presented for shareholder vote, is set forth below.\n\n \n\n**What are the voting requirements and voting recommendation\nfor each of the proposals?**\n\n** **\n\n** **\n\n**Proposals**\n\n** **\n\n**Board\nRecommendation**\n\n** **\n\n**Voting Approval\nStandard3**\n\n** **\n\n**Effect of\nAbstention**\n\n**Effect\nof\nbroker\nnon-vote**\n\nNo. 1\nElection of Directors\n\n**FOR**\n\nEach Director Nominee recommended by your\nBoard\n\nMore\nvotes “FOR” than “AGAINST” since it is an uncontested election\nNo\nEffect\nNo\nEffect\n\nNo. 2\nApproval, on an Advisory\n\nBasis of Named Executive\n\nOfficer Compensation\n**FOR**\nAffirmative\nvote of the majority of shares participating in the voting1\nNo\nEffect\nNo\nEffect\n\nNo. 3\nRatification of Independent Auditors\n**FOR**\nAffirmative\nvote of the majority of shares participating in the voting1\nNo\nEffect\nNo\nEffect\n\nNo. 4\nApproval of The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan\n**FOR**\nAffirmative\nvote of the majority of shares participating in the voting\nNo\nEffect\nNo\nEffect\n\nNo. 5\nShareholder Proposal\n\n**AGAINST**\n\n \n\nAffirmative\nvote of the majority of shares participating in the voting\nNo\nEffect\nNo\nEffect\n\n \n\n1Although this is an advisory vote,\nthe Board will take into consideration the outcome of the vote based on this standard.\n\n \n\n93\n\n \n\n \n\n**Householding of Proxy Materials**\n\n \n\nWe have adopted a procedure approved by the SEC\ncalled “householding.” Under this procedure, shareholders of record who have the same address and last name will receive\nonly one copy of the proxy materials unless one or more of these shareholders notifies us that they wish to continue receiving individual\ncopies. This procedure will reduce our printing costs and postage fees. Householding will not in any way affect dividend check mailings.\n\n \n\nIf you are eligible for householding, but you\nand other shareholders of record with whom you share an address currently receive multiple copies of our proxy materials or if you hold\nin more than one account, and in either case you wish to receive only a single copy for your household or if you prefer to receive separate\ncopies of our documents in the future, please contact your bank or broker, or contact Kroger’s Secretary at 1014 Vine Street, Cincinnati,\nOhio 45202 or via telephone at 513-762-4000.\n\n \n\nBeneficial shareholders can request information\nabout householding from their banks, brokers or other holders of record.\n\n \n\nThe management knows of no other matters that\nare to be presented at the meeting, but, if any should be presented, the Proxy Committee expects to vote thereon according to its best\njudgment.\n\n \n\n**Available Information**\n\n \n\nThe Company files Annual Reports on Form 10-K\nwith the SEC. A copy of the Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 31,\n2026 (except for certain exhibits thereto), including our audited financial statements and financial statement schedules, may be obtained,\nfree of charge, upon written request by any shareholder to our Secretary at 1014 Vine Street, Cincinnati, Ohio 45202 or via telephone\nat 513-762-4000. Copies of all exhibits to the Annual Report on Form 10-K are available upon a similar request, subject to reimbursing\nthe Company for its expenses in supplying any exhibit.\n\n \n\nBy order of the Board of Directors,\n\nGeorge H. Vincent, Secretary\n\n \n\n \n\n \n\n**APPENDIX A**\n\n \n\n**THE KROGER CO.**\n\n**2019 SECOND AMENDED AND RESTATED LONG-TERM\nINCENTIVE PLAN**\n\n \n\n1. Purpose.\n\n \n\nThe purpose of The Kroger Co. 2019 Second Amended\nand Restated Long-Term Incentive Plan is to further align the interests of eligible participants with those of the Company’s shareholders\nby providing incentive compensation opportunities, including those tied to the performance of the Company and/or its Common Shares. The\nPlan is intended to advance the interests of the Company and increase shareholder value by attracting, retaining and motivating key personnel\nupon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.\n\n \n\n2. Definitions. Capitalized terms used and not otherwise\ndefined herein shall have the meanings set forth below:\n\n \n\n*“Affiliate”* means any Person\ndirectly or indirectly controlling, controlled by, or under common control with another Person.\n\n \n\n“*Award*” means an award of\na Stock Option, Share Appreciation Right, Restricted Share Award, Restricted Share Unit (including Performance Units), Cash Incentive\nAward or Share Award granted under the Plan.\n\n \n\n“*Award Agreement*” means a\nnotice or an agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award granted\nto a Participant as provided in Section 16.2 hereof.\n\n \n\n“*Beneficial Owner*” has the meaning ascribed\nto such term in Rule 13d-3 under the Exchange Act.\n\n \n\n“*Board*” means the Board of Directors\nof the Company.\n\n \n\n“*Cash Incentive Award*” means\nan Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof and payable based on or conditioned\nupon the attainment of business and/or individual performance goals over a specified performance period.\n\n \n\n“*Cause*” has the meaning set forth in\nthe KEPP, unless otherwise defined in an Award Agreement.\n\n \n\n“*Change in Control*” has the meaning\nset forth in Section 12.4 hereof.\n\n \n\n“*Code*” means the Internal Revenue Code\nof 1986, as amended.\n\n \n\n“*Committee*” means (i) the\nCompensation and Talent Development Committee of the Board, (ii) such other Committee of the Board appointed by the Board to administer\nthe Plan or (iii) the Board, as determined by the Board.\n\n \n\n“*Common Shares*” means the Company’s\ncommon shares, par value $1.00 per share.\n\n \n\n“*Company*” means The Kroger Co., or any\nsuccessor thereto.\n\n \n\n“*Date of Grant*” means the\ndate on which an Award under the Plan is granted by the Committee or such later date as the Committee (or its applicable delegate) may\nspecify to be the effective date of an Award.\n\n \n\n“*Disability*” has the meaning\nset forth under the Company’s long-term disability plan, unless otherwise defined in an Award Agreement. Notwithstanding the foregoing,\nin any case in which a benefit that constitutes or includes “nonqualified deferred compensation” subject to Section 409A\nwould be payable by reason of Disability, the term “Disability” will mean a disability described in Treasury Regulations Section 1.409A-3(i)(4)(i)(A).\n\n \n\n“*Effective Date*” has the meaning set\nforth in Section 17.1 hereof.\n\n \n\n“*Eligible Person*” means any\nperson who is an officer, employee, Non-Employee Director, or any natural person who is a consultant or advisor of the Company or any\nof its Subsidiaries.\n\n \n\nA-1\n\n \n\n \n\n“*Exchange Act*” means the Securities\nExchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to\ntime.\n\n \n\n“*Fair Market Value*” means,\nas applied to a specific date, the price of a Common Share that is based on the opening, closing, actual, high, low or average selling\nprices of a Common Share reported on any established stock exchange or national market system including without limitation the New York\nStock Exchange on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as\ndetermined by the Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement,\nFair Market Value shall be deemed to be equal to the closing price of a Common Share on the most recent date on which Common Shares were\npublicly traded. Notwithstanding the foregoing, if the Common Shares are not traded on any established stock exchange or national market\nsystem, Fair Market Value means the price of a Common Share as established by the Committee acting in good faith based on a valuation\nmethod that is consistent with the requirements of Section 409A of the Code and the regulations thereunder.\n\n \n\n*“Good Reason”* has the meaning\nset forth in the KEPP, as amended from time to time, unless otherwise defined in an Award Agreement.\n\n \n\n“*Incentive Stock Option*” means\na Stock Option granted under Section 6 hereof that is intended to meet the requirements of Section 422 of the Code and the\nregulations thereunder.\n\n \n\n“*KEPP*” means The Kroger Co. Employee\nProtection Plan, as amended from time to time.\n\n \n\n“*Non-Employee Director*” means\na member of the Board who is not an employee of the Company or any of its Subsidiaries.\n\n \n\n“*Nonqualified Stock Option*”\nmeans a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.\n\n \n\n“*Participant*” means any Eligible Person\nwho holds an outstanding Award under the Plan.\n\n \n\n“*Performance Unit*” means a\nRestricted Share Unit that is subject to vesting based on the achievement, or the level of achievement, during a specified performance\nperiod of one or more performance goals established by the Committee.\n\n \n\n“*Person*” has the meaning set forth in\nSection 12.5 hereof.\n\n \n\n“*Plan*” means The Kroger Co.\n2019 Long-Term Incentive Plan, as may be amended or amended and restated from time to time. This Plan was last amended and restated as\nof the Effective Date.\n\n \n\n“*Restricted Share Award*” means\na grant of Common Shares to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions\nas the Committee shall determine, and such other conditions, as are set forth in the Plan and the applicable Award Agreement.\n\n \n\n“*Restricted Share Unit*” means\na contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to\na Common Share to be paid or distributed at such times, and subject to such conditions, as set forth in the Plan and the applicable Award\nAgreement.\n\n \n\n“*Securities Act*” means the\nSecurities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to\ntime.\n\n \n\n“*Service*” means a Participant’s\nemployment with the Company or any Subsidiary or a Participant’s service as a Non-Employee Director, consultant or other service\nprovider with the Company or any Subsidiary, as applicable.\n\n \n\n“*Share Appreciation Right*”\nmeans a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment,\nrepresenting the excess of the Fair Market Value of a Common Share over the base price per share of the right, at such time, and subject\nto such conditions, as are set forth in the Plan and the applicable Award Agreement.\n\n \n\nA-2\n\n \n\n \n\n“*Share Awards*” means a grant of Common\nShares to an Eligible Person under Section 11 hereof.\n\n \n\n“*Stock Option*” means a contractual\nright granted to an Eligible Person under Section 6 hereof to purchase Common Shares at such time and price, and subject to such\nconditions, as are set forth in the Plan and the applicable Award Agreement.\n\n \n\n“*Subsidiary*” means an entity\n(whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company or any other Affiliate\nof the Company that is so designated, from time to time, by the Committee, during the period of such Affiliated status; provided,\nhowever, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies\nunder Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.\n\n \n\n“*Treasury Regulations*” means regulations\npromulgated by the United States Treasury Department.\n\n \n\n3. Administration.\n\n \n\n3.1 *Committee Members*. The Plan\nshall be administered by a Committee comprised of no fewer than two members of the Board who are appointed by the Board to administer\nthe Plan. To the extent deemed necessary by the Board, each Committee member shall satisfy the requirements for (i) an “independent\ndirector” under rules adopted by the New York Stock Exchange or other principal exchange on which the Common Shares are then\nlisted and (ii) a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act. Notwithstanding\nthe foregoing, the mere fact that a Committee member shall fail to qualify under any of the foregoing requirements shall not invalidate\nany Award made by the Committee which Award is otherwise validly made under the Plan. The Board may exercise all powers of the Committee\nhereunder and may directly administer the Plan. Neither the Company nor any member of the Board or Committee shall be liable for any\naction or determination made in good faith by the Board or Committee with respect to the Plan or any Award thereunder.\n\n \n\n3.2 *Committee Authority*. The\nCommittee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including,\nbut not limited to, the power to (i) determine the Eligible Persons to whom Awards shall be granted under the Plan, (ii) prescribe\nthe restrictions, terms and conditions of all Awards, (iii) interpret the Plan and terms of the Awards, (iv) adopt rules for\nthe administration, interpretation and application of the Plan as are consistent therewith, and interpret, amend or revoke any such rules,\n(v) make all determinations with respect to a Participant’s Service and the termination of such Service for purposes of any\nAward, (vi) correct any defect(s) or omission(s) or reconcile any ambiguity(ies) or inconsistency(ies) in the Plan or\nany Award thereunder, (vii) make all determinations it deems advisable for the administration of the Plan, (viii) decide all\ndisputes arising in connection with the Plan and to otherwise supervise the administration of the Plan, (ix) subject to the terms\nof the Plan, amend the terms of an Award in any manner that is not inconsistent with the Plan, (x) accelerate the vesting or, to\nthe extent applicable, exercisability of any Award upon termination of Service under certain circumstances, as set forth in the Award\nAgreement or otherwise, and (xi) adopt such procedures, modifications or subplans as are necessary or appropriate to permit participation\nin the Plan by Eligible Persons who are foreign nationals or employed outside of the United States. The Committee’s determinations\nunder the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not\nsuch persons are similarly situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its\ninterpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer\nor employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations,\nand actions by the Committee shall be final, conclusive, and binding upon all parties.\n\n \n\n3.3 *Delegation of Authority*. Subject\nto applicable law, the Committee shall have the right, from time to time, to delegate in writing to one or more officers of the Company\nthe authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to such limitations\nas the Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards granted to any\nmember of the Board or to any Eligible Person who is subject to Rule 16b-3 under the Exchange Act. The Committee shall also be permitted\nto delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under\nthe Plan. In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all\nprovisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such\nreference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee’s\ndelegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and\nshall be deemed for all purposes of the Plan to have been taken by the Committee.\n\n \n\nA-3\n\n \n\n \n\n4. Shares Subject to the Plan.\n\n \n\n4.1 *Number of Shares Reserved*. Subject\nto adjustment as provided in Section 4.4 hereof, the total number of Common Shares that are available for Awards under the Plan\nas of and after the Effective Date (the “*Share Reserve*”) will not exceed in the aggregate (i) 102,222,931 Common\nShares (consisting of (a) 13,683,931 Common Shares remaining available as of April 1, 2022 for awards, plus (b) 46,239,000\nCommon Shares that were approved by the Company’s shareholders in 2022, plus (c) 42,300,000 Common Shares approved\nby the Company’s shareholders in 2026), plus (ii) the Common Shares that are subject to Awards granted under the Plan\nthat are added (or added back, as applicable) to the Share Reserve pursuant to the share counting rules of the Plan. Within the\nShare Reserve, the total number of Common Shares available for issuance as Incentive Stock Options shall equal 52,300,000. Each Common\nShare subject to an Award shall reduce the Share Reserve by the applicable number of shares set forth in Section 4.3; provided,\nhowever, that Awards that are required to be paid in cash pursuant to their terms shall not reduce the Share Reserve. Any Common\nShares delivered under the Plan shall consist of authorized and unissued shares or treasury shares.\n\n \n\n4.2 *Share Replenishment*. To\nthe extent that an Award granted under this Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer Common Shares\nthan the number underlying the Award, as applicable, or otherwise terminated without delivery of the Common Shares or payment of consideration\n(other than cash) to the Participant under the Plan, the Common Shares retained by or returned to the Company will (i) not be deemed\nto have been delivered under the Plan, as applicable, (ii) be available for future Awards under the Plan, and (iii) increase\nthe Share Reserve (as described in Section 4.1) by the applicable number of shares set forth in Section 4.3 for each share\nthat is retained by or returned to the Company. Notwithstanding the foregoing, Common Shares that are (a) withheld from an Award\n(or otherwise used) in payment of the exercise, base or purchase price or taxes relating to such an Award or (b) not issued or delivered\nas a result of the net settlement of an outstanding Stock Option, Share Appreciation Right or other Award under the Plan, as applicable,\nwill be deemed to have been delivered under the Plan and will not be available for future Awards under the Plan.\n\n \n\n4.3 *Fungible Share Pool*. Subject\nto adjustment under Section 4.4, any Award that is not a Full-Value Award (as defined below) shall be counted against the Share\nReserve as one share for each Common Share subject to such Award and any Award that is a Full-Value Award shall be counted against the\nShare Reserve as 2.83 shares for each Common Share subject to such Full-Value Award. “*Full-Value Award*” means any\nRestricted Share Award, Award of Restricted Share Units (including Performance Units) or Share Award. To the extent a Common Share that\nwas subject to an Award that counted as one share is returned to the Share Reserve, the Share Reserve will be credited with one share.\nTo the extent that a Common Share that was subject to an Award that counts as 2.83 shares is returned to the Share Reserve, the Share\nReserve will be credited with 2.83 shares.\n\n \n\n4.4 *Adjustments*. If there shall\noccur any change with respect to the outstanding Common Shares by reason of any recapitalization, reclassification, share dividend, extraordinary\ndividend, share split, reverse share split or other distribution with respect to the Common Shares or any merger, reorganization, consolidation,\ncombination, spin-off or other corporate event or transaction or any other change affecting the Common Shares (other than regular cash\ndividends to shareholders of the Company), the Committee shall, in the manner and to the extent it considers appropriate and equitable\nto the Participants and consistent with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind\nof Common Shares provided in Section 4.1 hereof, (ii) the number and kind of Common Shares, units or other securities or rights\nsubject to then outstanding Awards, (iii) the exercise, base or purchase price for each share or unit or other security or right\nsubject to then outstanding Awards, (iv) other value determinations applicable to the Plan and/or outstanding Awards, and/or (v) any\nother terms of an Award or the Plan that are affected by the event. Notwithstanding the foregoing, (a) any such adjustments shall,\nto the extent necessary, be made in a manner consistent with the requirements of Section 409A of the Code and (b) in the case\nof Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner consistent with the requirements\nof Section 424(a) of the Code, unless otherwise determined by the Committee.\n\n \n\n5. Eligibility and Awards.\n\n \n\n5.1 *Designation of Participants*. Any\nEligible Person may be selected by the Committee to receive an Award and become a Participant. The Committee has the authority, in its\ndiscretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to\nbe granted, the number of Common Shares or units subject to Awards to be granted and the terms and conditions of such Awards consistent\nwith the terms of the Plan. In selecting Eligible Persons to be Participants, and in determining the type and amount of Awards to be\ngranted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate. Designation of a Participant\nin any year shall not require the Committee to designate such person to receive an Award in any other year or, once designated, to receive\nthe same type or amount of Award as granted to such Participant in any other year.\n\n \n\nA-4\n\n \n\n \n\n5.2 *Determination of Awards*. The\nCommittee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2\nhereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.\n\n \n\n5.3 *Award Agreements*. Each Award\ngranted to an Eligible Person shall be represented by an Award Agreement. The terms of the Award, as determined by the Committee, will\nbe set forth in the applicable Award Agreement as described in Section 16.2 hereof.\n\n \n\n5.4 *Minimum Vesting Period*. Notwithstanding\nanything in the Plan or any Award Agreement to the contrary, no equity-based Award may vest in less than one (1) year from its Date\nof Grant, and no equity-based Award that vests upon the attainment of performance goals shall have a performance period that is less\nthan twelve (12) months, in each case, except for (i) Awards in respect of up to 5% of the maximum Share Reserve, and (ii) Awards\nthat vest upon the death or Disability of the Participant, or in connection with a Change in Control.\n\n \n\n5.5   *Non-Employee Director\nCompensation Limit*. Notwithstanding anything to the contrary contained in this Plan, in no event will any Non-Employee Director in\nany one calendar year be granted compensation for such service having an aggregate maximum value (measured as of the Date of Grant as\napplicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of\n$1,000,000.\n\n \n\n6. Stock Options.\n\n \n\n6.1 *Grant of Stock Options*. A\nStock Option may be granted to any Eligible Person selected by the Committee, except that an Incentive Stock Option may only be granted\nto an Eligible Person satisfying the conditions of Section 6.7(a) hereof. Each Stock Option shall be designated on the Date\nof Grant, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock Option. All Stock Options granted\nunder the Plan are intended to comply with or be exempt from the requirements of Section 409A of the Code, to the extent applicable.\n\n \n\n6.2 *Exercise Price*. The exercise\nprice per share of a Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of a Common Share on\nthe Date of Grant (subject to Section 16.10). The Committee may in its discretion specify an exercise price per share that is higher\nthan the Fair Market Value of a Common Share on the Date of Grant.\n\n \n\n6.3 *Vesting of Stock Options*. Subject\nto Section 5.4, the Committee shall, in its discretion, prescribe in an award agreement the time or times at which or the conditions\nupon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability\nof a Stock Option may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period\n(or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved by the\nCommittee in its discretion. If the vesting requirements of a Stock Option are not satisfied, the Award shall be forfeited.\n\n \n\n6.4 *Term of Stock Options*. The\nCommittee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option may be exercised; provided,\nhowever, that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. The Committee may provide\nthat a Stock Option will cease to be exercisable upon or at the end of a specified time period following a termination of Service for\nany reason as set forth in the Award Agreement or otherwise. A Stock Option may be earlier terminated as specified by the Committee and\nset forth in an Award Agreement upon or following the termination of a Participant’s Service with the Company or any Subsidiary,\nincluding by reason of voluntary resignation, death, Disability, termination for Cause or any other reason. Subject to Section 409A\nof the Code and the provisions of this Section 6, the Committee may extend at any time the period in which a Stock Option may be\nexercised.\n\n \n\n6.5 *Stock Option Exercise; Tax Withholding*. Stock\nOptions may be granted on a basis that allows for the exercise of the right by the Participant, or that requires the Stock Options to\nbe exercised or surrendered for payment of the right upon a specified date or event. Subject to such terms and conditions as specified\nin an Award Agreement (including applicable vesting requirements), a Stock Option may be exercised in whole or in part at any time during\nthe term thereof by notice in the form required by the Company, together with payment of the aggregate exercise price and applicable\nwithholding tax. Payment of the exercise price may be made: (i) in cash or by cash equivalent acceptable to the Committee, or, (ii) to\nthe extent permitted by the Committee in its sole discretion in an Award Agreement or otherwise (a) in Common Shares valued at the\nfair market value of such shares on the date of exercise, (b) through an open-market, broker-assisted sales transaction pursuant\nto which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price, (c) by reducing the number\nof Common Shares otherwise deliverable upon the exercise of the Stock Option by the number of Common Shares having a fair market value\non the date of exercise equal to the exercise price, (d) by a combination of the methods described above or € by such\nother method as may be approved by the Committee. In accordance with\n\n \n\nA-5\n\n \n\n \n\nSection 16.11 hereof, and in addition to and at the time of payment\nof the exercise price, the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax\nand other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the\npayment of the exercise price as may be approved by the Committee and set forth in the Award Agreement.\n\n \n\n6.6 *Limited Transferability of Nonqualified\nStock Options*. All Stock Options shall be nontransferable except (i) upon the Participant’s death, in accordance\nwith Section 16.3 hereof or (ii) in the case of Nonqualified Stock Options only, for the transfer of all or part of the Stock\nOption to a Participant’s “family member” (as defined for purposes of the Form S-8 registration statement under\nthe Securities Act), in each case as may be approved by the Committee in its discretion at the time of proposed transfer. The transfer\nof a Nonqualified Stock Option may be subject to such terms and conditions as the Committee may in its discretion impose from time to\ntime. Subsequent transfers of a Nonqualified Stock Option shall be prohibited other than in accordance with Section 16.3 hereof.\n\n \n\n6.7 *Additional Rules for Incentive Stock Options*.\n\n \n\n(a) *Eligibility*. An Incentive\nStock Option may only be granted to an Eligible Person who is considered an employee for purposes of Treasury Regulation Section 1.421-1(h) with\nrespect to the Company or any Subsidiary that qualifies as a “subsidiary corporation” with respect to the Company for purposes\nof Section 424(f) of the Code.\n\n \n\n(b) *Annual Limits*. No Incentive\nStock Option shall be granted to a Participant as a result of which the aggregate Fair Market Value (determined as of the Date of Grant)\nof the Common Shares with respect to which Incentive Stock Options under Section 422 of the Code are exercisable for the first time\nin any calendar year under the Plan and any other Stock Option plans of the Company, would exceed $100,000, determined in accordance\nwith Section 422(d) of the Code. This limitation shall be applied by taking Stock Options into account in the order in which\ngranted. Any Stock Option grant that exceeds such limit shall be treated as a Nonqualified Stock Option.\n\n \n\n(c) *Additional Limitations*. In\nthe case of any Incentive Stock Option granted to an Eligible Person who owns, either directly or indirectly (taking into account the\nattribution rules contained in Section 424(d) of the Code), shares possessing more than ten percent (10%) of the\ntotal combined voting power of all classes of shares of the Company or any Subsidiary, the exercise price shall not be less than one\nhundred ten percent (110%) of the Fair Market Value of a Common Share on the Date of Grant and the maximum term shall be five (5) years.\n\n \n\n(d) *Termination of Service*. An\nAward of an Incentive Stock Option may provide that such Stock Option may be exercised not later than (i) three (3) months\nfollowing termination of Service of the Participant with the Company and all Subsidiaries (other than as set forth in clause (ii) of\nthis Section 6.7(d)) or (ii) one year following termination of Service of the Participant with the Company and all Subsidiaries\ndue to death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, in each case as and to the\nextent determined by the Committee to comply with the requirements of Section 422 of the Code.\n\n \n\n(e) *Other Terms and Conditions; Nontransferability*. Any\nIncentive Stock Option granted hereunder shall contain such additional terms and conditions, not inconsistent with the terms of the Plan,\nas are deemed necessary or desirable by the Committee, which terms, together with the terms of the Plan, shall be intended and interpreted\nto cause such Incentive Stock Option to qualify as an “incentive stock option” under Section 422 of the Code. A Stock\nOption that is granted as an Incentive Stock Option shall, to the extent it fails to qualify as an “incentive stock option”\nunder the Code, be treated as a Nonqualified Stock Option. An Incentive Stock Option shall by its terms be nontransferable other than\nby will or by the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by such Participant.\n\n \n\n(f) *Disqualifying Dispositions*. If\nCommon Shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the Date of Grant or\none year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly following such disposition,\nnotify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition\nas the Company may reasonably require.\n\n \n\n6.8 *Repricing Prohibited.* Subject\nto the adjustment provisions contained in Section 4.4 hereof, without the prior approval of the Company’s shareholders, neither\nthe Committee nor the Board shall cancel a Stock Option when the exercise price per share exceeds the Fair Market Value of one Common\nShare in exchange for cash or another Award (other than in connection with a Change in Control) or cause the cancellation, substitution\nor amendment of a Stock Option that would have the effect of reducing the exercise price of such a Stock Option previously granted under\nthe Plan or otherwise approve any modification to such a Stock Option, that would be treated as a “repricing” under the then\napplicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange on which the\nCommon Shares are then listed.\n\n \n\nA-6\n\n \n\n \n\n6.9 *Dividend Equivalent Rights.* Dividends\nand dividend equivalent rights shall not be paid or granted with respect to Stock Options.\n\n \n\n6.10 *No Rights as Shareholder*. The\nParticipant shall not have any rights as a shareholder with respect to the shares underlying a Stock Option until such time as Common\nShares are delivered to the Participant pursuant to the terms of the Award Agreement.\n\n \n\n7. Share Appreciation Rights.\n\n \n\n7.1 *Grant of Share Appreciation Rights*. Share\nAppreciation Rights may be granted to any Eligible Person selected by the Committee. Share Appreciation Rights may be granted on a basis\nthat allows for the exercise of the right by the Participant, or that provides for the automatic exercise or payment of the right upon\na specified date or event. Share Appreciation Rights shall be non-transferable, except as provided in Section 16.3 hereof. All Share\nAppreciation Rights granted under the Plan are intended to comply with or otherwise be exempt from the requirements of Section 409A\nof the Code, to the extent applicable.\n\n \n\n7.2 *Terms of Share Appreciation Rights*. Subject\nto Section 5.4, the Committee shall in its discretion provide in an Award Agreement the time or times at which or the conditions\nupon which, a Share Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability\nof a Share Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary for a specified\ntime period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions as approved\nby the Committee in its discretion. If the vesting requirements of a Share Appreciation Right are not satisfied, the Award shall be forfeited.\nA Share Appreciation Right will be exercisable or payable at such time or times as determined by the Committee; provided, however,\nthat the maximum term of a Share Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may provide that\na Share Appreciation Right will cease to be exercisable upon or at the end of a period following a termination of Service for any reason.\nThe base price of a Share Appreciation Right shall be determined by the Committee in its discretion; provided, however,\nthat the base price per share shall not be less than one hundred percent (100%) of the Fair Market Value of a Common Share on the\nDate of Grant (subject to Section 16.10).\n\n \n\n7.3 *Payment of Share Appreciation Rights*. A\nShare Appreciation Right will entitle the holder, upon exercise or other payment of the Share Appreciation Right, as applicable, to receive\nan amount determined by multiplying: (i) the excess of the Fair Market Value of a Common Share on the date of exercise or payment\nof the Share Appreciation Right over the base price of such Share Appreciation Right, by (ii) the number of shares as to which such\nShare Appreciation Right is exercised or paid. Payment of the amount determined under the foregoing may be made, as approved by the Committee\nand set forth in the Award Agreement, in Common Shares valued at their Fair Market Value on the date of exercise or payment, in cash\nor in a combination of Common Shares and cash, subject to applicable tax withholding requirements.\n\n \n\n7.4 *Repricing Prohibited*. Subject\nto the adjustment provisions contained in Section 4.4 hereof, without the prior approval of the Company’s shareholders, neither\nthe Committee nor the Board shall cancel a Share Appreciation Right when the base price per share exceeds the Fair Market Value of one\nCommon Share in exchange for cash or another Award (other than in connection with a Change in Control) or cause the cancellation, substitution\nor amendment of a Share Appreciation Right that would have the effect of reducing the base price of such a Share Appreciation Right previously\ngranted under the Plan or otherwise approve any modification to such Share Appreciation Right that would be treated as a “repricing”\nunder the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange or other principal exchange\non which the Common Shares are then listed.\n\n \n\n7.5 *Dividend Equivalent Rights.* Dividends\nand dividend equivalent rights shall not be paid or provided with respect to Share Appreciation Rights.\n\n \n\n8. Restricted Share Awards.\n\n \n\n8.1 *Grant of Restricted Share Awards*. A\nRestricted Share Award may be granted to any Eligible Person selected by the Committee.\n\n \n\n8.2 *Vesting Requirements*. Subject\nto Section 5.4, the restrictions imposed on shares granted under a Restricted Share Award shall lapse in accordance with the vesting\nrequirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted Share Award may be based\non the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods), on the attainment\nof a specified performance goal(s) and/or on such other terms and conditions as approved by the Committee in its discretion. If\nthe vesting requirements of a Restricted Share Award are not satisfied, the Award shall be forfeited and the Common Shares subject to\nthe Award shall be returned to the Company.\n\n \n\nA-7\n\n \n\n \n\n8.3 *Transfer Restrictions*. Shares\ngranted under any Restricted Share Award may not be transferred, assigned or subject to any encumbrance, pledge or charge until all applicable\nrestrictions are removed or have expired, except as provided in Section 16.3 hereof. Failure to satisfy any applicable restrictions\nshall result in the subject shares of the Restricted Share Award being forfeited and returned to the Company. The Committee may require\nin an Award Agreement that certificates (if any) representing the shares granted under a Restricted Share Award bear a legend making\nappropriate reference to the restrictions imposed, and that certificates (if any) representing the shares granted or sold under a Restricted\nShare Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.\n\n \n\n8.4 *Rights as Shareholder*. Subject\nto the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant shall have all rights of a shareholder\nwith respect to the shares granted to the Participant under a Restricted Share Award, including the right to vote the shares and receive\nall dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted\nShare Award is granted.\n\n \n\n8.5 *Section 83(b) Election*. If\na Participant makes an election pursuant to Section 83(b) of the Code with respect to a Restricted Share Award, the Participant\nshall file, within thirty (30) days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue\nService, in accordance with the regulations under Section 83 of the Code. The Committee may provide in an Award Agreement that the\nRestricted Share Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award\nunder Section 83(b) of the Code.\n\n \n\n9. Restricted Share Units (including Performance Units).\n\n \n\n9.1 *Grant of Restricted Share Units and\nPerformance Units*. A Restricted Share Unit or Performance Unit may be granted to any Eligible Person selected by the Committee.\nThe value of each Restricted Share Unit or Performance Unit is equal to the Fair Market Value of a Common Share on the applicable date\nor time period of determination, as specified by the Committee. Restricted Share Units and Performance Units shall be subject to such\nrestrictions and conditions as the Committee shall determine. Restricted Share Units and Performance Units shall be non-transferable,\nexcept as provided in Section 16.3 hereof.\n\n \n\n9.2 *Vesting.* Subject to Section 5.4,\nthe Committee shall, in its discretion, determine any vesting requirements with respect to Restricted Share Units and Performance Units,\nwhich shall be set forth in the Award Agreement. If the vesting requirements of a Restricted Share Unit Award or Performance Unit Award\nare not satisfied, the Award shall be forfeited.\n\n \n\n(i) *Restricted Share Units.* The\nrequirements for vesting of a Restricted Share Unit may be based on the continued Service of the Participant with the Company or a Subsidiary\nfor a specified time period (or periods) and/or on such other terms and conditions as approved by the Committee in its discretion.\n\n \n\n(ii) *Performance Units*. The\nrequirements for vesting of a Performance Unit may be based on the continued Service of the Participant with the Company or a Subsidiary\nfor a specified time period (or periods), on the attainment of a specified performance goal(s) and/or on such other terms and conditions\nas approved by the Committee in its discretion.\n\n \n\n9.3 *Payment of Restricted Share Units\nand Performance Units*. Restricted Share Units and Performance Units shall become payable to a Participant at the time or times\ndetermined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of\na Restricted Share Unit or Performance Unit may be made, as approved by the Committee and set forth in the Award Agreement, in cash or\nin Common Shares or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Restricted Share\nUnit or Performance Unit shall be made based upon the Fair Market Value of a Common Share, determined on such date or over such time\nperiod as determined by the Committee.\n\n \n\n9.4 *Dividend Equivalent Rights.* Restricted\nShare Units and Performance Units may be granted together with a dividend equivalent right with respect to the Common Shares subject\nto the Award, which may be accumulated and may be satisfied in additional Restricted Share Units and Performance Units that are subject\nto the same terms and conditions of the applicable Restricted Share Units and Performance Units or may be accumulated in cash, as determined\nby the Committee in its discretion. Any dividend equivalent rights accumulated with respect to a Restricted Share Unit or Performance\nUnit shall not be paid until, and only to the extent that, the Award vests, unless otherwise provided in the Award Agreement. Dividend\nequivalent rights may be subject to forfeiture under the same conditions as apply to the underlying Restricted Share Units and Performance\nUnits.\n\n \n\n9.5 *No Rights as Shareholder*. The\nParticipant shall not have any rights as a shareholder with respect to the shares subject to a Restricted Share Unit or Performance Unit\nuntil such time as Common Shares are delivered to the Participant pursuant to the terms of the Award Agreement.\n\n \n\nA-8\n\n \n\n \n\n10. Cash Incentive Awards.\n\n \n\n10.1 *Grant of Cash Incentive Awards*. A\nCash Incentive Award may be granted to any Eligible Person selected by the Committee. A Cash Incentive Award may be evidenced by an Award\nAgreement specifying the performance period and such other terms and conditions as the Committee, in its discretion, shall determine.\nCash Incentive Awards shall be non-transferable, except as provided in Section 16.3 hereof.\n\n \n\n10.2 *Payment*. Payment amounts\nmay be based on the attainment of specified levels of performance goals, including, if applicable, specified threshold, target and maximum\nperformance levels, and performance falling between such levels. The requirements for payment may be also based upon the continued Service\nof the Participant with the Company or a Subsidiary during the respective performance period and on such other conditions as determined\nby the Committee. The Committee shall determine the attainment of the performance goals, the level of vesting or amount of payment to\nthe Participant pursuant to Cash Incentive Awards, if any. Cash Incentive Awards may be paid, at the discretion of the Committee, in\nany combination of cash or Common Shares, based upon the Fair Market Value of such shares at the time of payment.\n\n \n\n11. Share Awards.\n\n \n\n11.1 *Grant of Share Awards*. A\nShare Award may be granted to any Eligible Person selected by the Committee. A Share Award may be granted for past Services, in lieu\nof bonus or other cash compensation, as directors’ compensation or for any other valid purpose as determined by the Committee.\nThe Committee shall determine the terms and conditions of such Awards, and, subject to Section 5.4, such Awards may be made without\nvesting requirements. In addition, the Committee may, in connection with any Share Award, require the payment of a specified purchase\nprice.\n\n \n\n11.2 *Rights as Shareholder*. Subject\nto the foregoing provisions of this Section 11 and the applicable Award Agreement, upon the issuance of Common Shares under a Share\nAward the Participant shall have all rights of a shareholder with respect to the Common Shares, including the right to vote the shares\nand receive all dividends and other distributions paid or made with respect thereto.\n\n \n\n12. Change in Control.\n\n \n\n12.1 *Effect on Awards*. Upon\nthe occurrence of a Change in Control, all outstanding Awards shall either (i) be continued or assumed by the Company (if it is\nthe surviving company or corporation) or by the surviving company or corporation or its parent (with such continuation or assumption\nincluding conversion into the right to receive securities, cash or a combination of both), or (ii) substituted by the surviving\ncompany or corporation or its parent of awards (with such substitution including conversion into the right to receive securities, cash\nor a combination of both), with substantially similar terms for outstanding Awards (with appropriate adjustments to the type of consideration\npayable upon settlement of the Awards or other relevant factors, and with any applicable performance conditions adjusted pursuant to\nSection 13 or deemed achieved at the greater of the target level or actual performance, as determined by the Committee (with the\nAward remaining subject only to time vesting), unless otherwise provided in an Award Agreement).\n\n \n\n12.2 *Certain Adjustments*. To\nthe extent that outstanding Awards are not continued, assumed or substituted pursuant to Section 12.1 upon or following a Change\nin Control, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding Awards, including\nwithout limitation the following (or any combination thereof):\n\n \n\n(i) acceleration of exercisability, vesting\nand/or payment under outstanding Awards immediately prior to the occurrence of such event or upon or following such event;\n\n \n\n(ii) upon written notice, providing that\nany outstanding Stock Options and Share Appreciation Rights are exercisable during a period of time immediately prior to the scheduled\nconsummation of the event or such other period as determined by the Committee (contingent upon the consummation of the event), and at\nthe end of such period, such Stock Options and Share Appreciation Rights shall terminate to the extent not so exercised within the relevant\nperiod; and\n\n \n\n(iii) cancellation of all or any portion\nof outstanding Awards for fair value (in the form of cash, Common Shares, other property or any combination thereof) as determined in\nthe sole discretion of the Committee; provided, however, that, in the case of Stock Options and Share Appreciation Rights\nor similar Awards, the fair value may equal the excess, if any, of the value or amount of the consideration to be paid in the Change\nin Control transaction to holders of Common Shares (or, if no such consideration is paid, Fair Market Value of the Common Shares) over\nthe aggregate exercise or base price, as applicable, with respect to such Awards or portion thereof being canceled, or if there is no\nsuch excess, zero; provided, further, that if any payments or other consideration are deferred and/or contingent as a result\nof escrows, earn-outs, holdbacks or any other contingencies, payments under this provision may be made on substantially the same terms\nand conditions applicable to, and only to the extent actually paid to, the holders of Common Shares in connection with the Change in\nControl.\n\n \n\nA-9\n\n \n\n \n\n12.3 *Certain Terminations of Service*. Notwithstanding\nthe provisions of Section 12.1 and Section 12.2, if a Participant’s Service with the Company and its Subsidiaries is\nterminated upon or within twenty four (24) months following a Change in Control by the Company without Cause or by the Participant for\nGood Reason, the unvested portion (if any) of all outstanding Awards held by the Participant shall immediately vest (and, to the extent\napplicable, become exercisable) and be paid in full upon such termination, with any applicable performance conditions deemed achieved\nat the greater of the target level or actual performance, as determined by the Committee, unless otherwise provided in an Award Agreement.\n\n \n\n12.4 *Definition of Change in Control.* Unless\notherwise defined in an Award Agreement, “*Change in Control*” means, and shall be deemed to have occurred, if:\n\n \n\n(i) any Person, excluding the Company, any\nof its Affiliates and any employee benefit plan of the Company or any of its Affiliates, is or becomes the “beneficial owner”\n(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing\n20% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors;\n\n \n\n(ii) consummation of a reorganization, merger,\nconsolidation or sale or other disposition of all or substantially all of the assets of the Company (a “*Business Combination*”),\nin each case, unless, following such Business Combination, individuals and entities that were the beneficial owners of outstanding voting\nsecurities entitled to vote generally in the election of directors of the Company immediately prior to such Business Combination beneficially\nown, directly or indirectly, at least 60% of the combined voting power of the then outstanding voting securities entitled to vote generally\nin the election of directors resulting from such Business Combination (including, without limitation, an entity which, as a result of\nsuch transaction, owns all or substantially all of the Company or its assets either directly or through one or more Subsidiaries or Affiliates)\nin substantially the same proportions as their ownership of such securities immediately prior to such Business Combination;\n\n \n\n(iii) during any period of twenty-four (24)\nconsecutive months, individuals who, at the beginning of such period, constitute the Board (the “*Incumbent Directors*”)\ncease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute\nat least a majority thereof; provided that, any individual becoming a director of the Company whose appointment or election by\nthe Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds\nof the Incumbent Directors shall also be considered an Incumbent Director; or\n\n \n\n(iv) the consummation of a complete liquidation or\ndissolution of the Company.\n\n \n\nNotwithstanding the foregoing, to the extent necessary to comply with\nSection 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change in Control”\nshall be limited to a “change in control event” as defined under Section 409A of the Code.\n\n \n\n12.5 *Definition of Person*. ”*Person*”\nmeans an individual, corporation, partnership, association, trust, unincorporated organization, limited liability company or other legal\nentity. All references to Person shall include an individual Person or a group (as defined in Rule 13d-5 under the Exchange Act)\nof Persons.\n\n \n\n13. Adjustment of Performance Goals. The\nCommittee may provide for the performance goals to which an Award is subject, or the manner in which performance will be measured against\nsuch performance goals, to be adjusted in such manner as it deems appropriate, including, without limitation, adjustments to reflect\ncharges for restructurings, non-operating income, the impact of corporate transactions or discontinued operations, events that are unusual\nin nature or infrequent in occurrence and other non-recurring items, currency fluctuations, litigation or claim judgements, settlements,\nand the effects of accounting or tax law changes. In addition, with respect to a Participant hired or promoted following the beginning\nof a performance period, the Committee may determine to prorate the performance goals in respect of such Participant’s Awards for\nthe partial performance period.\n\n \n\n14. Forfeiture Events.\n\n \n\n14.1 *General*. The Committee\nmay specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to\nan Award are subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition\nto any otherwise applicable vesting or performance conditions of an Award. Such events may include, without limitation, termination of\nService for Cause, violation of laws, regulations or material Company policies, breach of noncompetition, non-solicitation, confidentiality\nor other restrictive covenants that may apply to the Participant or other conduct by the Participant that is detrimental to the business\nor reputation of the Company.\n\n \n\nA-10\n\n \n\n \n\n14.2 *Termination for Cause*; *Treatment\nof Awards*. Unless otherwise provided by the Committee and set forth in an Award Agreement, if (i) a Participant’s\nService with the Company or any Subsidiary shall be terminated for Cause or (ii) after termination of Service for any other reason,\nthe Committee determines in its discretion either that, (a) during the Participant’s period of Service, the Participant engaged\nin an act or omission which would have warranted termination of Service for Cause or (b) after termination, the Participant engages\nin conduct that violates any continuing obligation or duty of the Participant in respect of the Company or any Subsidiary, such Participant’s\nrights, payments and benefits with respect to an Award shall be subject to cancellation, forfeiture and/or recoupment, as provided in\nSection 14.3 below. The Company shall have the power to determine whether the Participant has been terminated for Cause, the date\nupon which such termination for Cause occurs, whether the Participant engaged in an act or omission which would have warranted termination\nof Service for Cause or engaged in conduct that violated any continuing obligation or duty of the Participant in respect of the Company\nor any Subsidiary. Any such determination shall be final, conclusive and binding upon all persons. In addition, if the Company shall\nreasonably determine that a Participant has committed or may have committed any act which could constitute the basis for a termination\nof such Participant’s Service for Cause or violates any continuing obligation or duty of the Participant in respect of the Company\nor any Subsidiary, the Company may suspend the Participant’s rights to exercise any Stock Option or Share Appreciation Right, receive\nany payment or vest in any right with respect to any Award pending a determination by the Company of whether an act or omission could\nconstitute the basis for a termination for Cause as provided in this Section 14.2.\n\n \n\n14.3 *Right of Recapture*.\n\n \n\n(i) *General*. If at any time\nwithin one (1) year (or such longer time specified in an Award Agreement or other agreement with a Participant or policy applicable\nto the Participant) after the date on which a Participant exercises a Stock Option or Share Appreciation Right or on which a Share Award,\nRestricted Share Award, or Restricted Share Unit (including Performance Units) vests, is settled in shares or otherwise becomes payable\nor on which a Cash Incentive Award is paid to a Participant, or on which income otherwise is realized or property is received by a Participant\nin connection with an Award, (a) a Participant’s Service is terminated for Cause, (b) the Committee determines in its\ndiscretion that the Participant is subject to any recoupment of benefits pursuant to the Company’s compensation recovery, “clawback”\nor similar policy, as may be in effect from time to time, or (c) after a Participant’s Service terminates for any other reason,\nthe Committee determines in its discretion either that, (1) during the Participant’s period of Service, the Participant engaged\nin an act or omission which would have warranted termination of the Participant’s Service for Cause or (2) after a Participant’s\ntermination of Service, the Participant engaged in conduct that violated any continuing obligation or duty of the Participant in respect\nof the Company or any Subsidiary, then, at the sole discretion of the Committee, any gain realized by the Participant from the exercise,\nvesting, payment, settlement or other realization of income or receipt of property by the Participant in connection with an Award, shall\nbe repaid by the Participant to the Company upon notice from the Company, subject to applicable law. Such gain shall be determined as\nof the date or dates on which the gain is realized by the Participant, without regard to any subsequent change in the Fair Market Value\nof a Common Share. To the extent not otherwise prohibited by law, the Company shall have the right to offset the amount of such repayment\nobligation against any amounts otherwise owed to the Participant by the Company (whether as wages, vacation pay or pursuant to any benefit\nplan or other compensatory arrangement).\n\n \n\n(ii) *Accounting Restatement*. If\na Participant receives compensation pursuant to an Award under the Plan based on financial statements that are subsequently restated\nin a way that would decrease the value of such compensation, the Participant will, to the extent not otherwise prohibited by law, upon\nthe written request of the Company, forfeit and repay to the Company the difference between what the Participant received and what the\nParticipant should have received based on the accounting restatement, in accordance with (a) any compensation recovery, “clawback”\nor similar policy, as may be in effect from time to time to which such Participant is subject and (b) any compensation recovery,\n“clawback” or similar policy made applicable by law including the provisions of Section 945 of the Dodd-Frank Wall Street\nReform and Consumer Protection Act and the rules, regulations and requirements adopted thereunder by the Securities and Exchange Commission\nand/or any national securities exchange on which the Company’s equity securities may be listed (the “*Policy*”).\nBy accepting an Award hereunder, the Participant acknowledges and agrees that the Policy, whenever adopted, shall apply to such Award,\nand all incentive-based compensation payable pursuant to such Award shall be subject to forfeiture and repayment pursuant to the terms\nof the Policy.\n\n \n\n15. Transfer, Leave of Absence, Etc. For purposes\nof the Plan, except as otherwise determined by the Committee, the following events shall not be deemed a termination of Service: (i) a\ntransfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (ii) an\napproved leave of absence for military service or sickness, a leave of absence where the employee’s right to re-employment is protected\neither by a statute or by contract or under the policy pursuant to which the leave of absence was granted, a leave of absence for any\nother purpose approved by the Company or if the Committee otherwise so provides in writing.\n\n \n\nA-11\n\n \n\n \n\n16. General Provisions.\n\n \n\n16.1 *Status of Plan*. The Committee\nmay authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Common Shares or make payments\nwith respect to Awards.\n\n \n\n16.2 *Award Agreement*. An Award\nunder the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number\nof Common Shares, units, or other amounts or securities subject to the Award, the exercise price, base price or purchase price of the\nAward, the time or times at which an Award will become vested, exercisable or payable and the term of the Award, as applicable. The Award\nAgreement also may set forth the effect on an Award of a Change in Control and/or a termination of Service under certain circumstances.\nThe Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the\nPlan, and also may set forth other terms and conditions applicable to the Award as determined by the Committee consistent with the limitations\nof the Plan. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such\nterms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards) or as\nare expressly set forth in the Award Agreement. The Committee need not require the execution of an Award Agreement by a Participant,\nin which case, acceptance of the Award by the Participant shall constitute agreement by the Participant to the terms, conditions, restrictions\nand limitations set forth in the Plan and the Award Agreement as well as the administrative guidelines of the Company in effect from\ntime to time. In the event of any conflict between the provisions of the Plan and any Award Agreement, the provisions of the Plan shall\nprevail.\n\n \n\n16.3 *No Assignment or Transfer; Beneficiaries*. Except\nas provided in Section 6.6 hereof, Awards under the Plan shall not be assignable or transferable by the Participant, and shall not\nbe subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding the foregoing, in the event of the\ndeath of a Participant, except as otherwise provided by the Committee in an Award Agreement, an outstanding Award may be exercised by\nor shall become payable to the Participant’s beneficiary as determined under the Company 401(k) retirement plan or other applicable\nretirement or pension plan. In lieu of such determination, a Participant may, from time to time, name any beneficiary or beneficiaries\nto receive any benefit in case of the Participant’s death before the Participant receives any or all of such benefit. Each such\ndesignation shall revoke all prior designations by the same Participant and will be effective only when filed by the Participant in writing\n(in such form or manner as may be prescribed by the Committee) with the Company during the Participant’s lifetime. In the absence\nof a valid designation as provided above, if no validly designated beneficiary survives the Participant or if each surviving validly\ndesignated beneficiary is legally impaired or prohibited from receiving the benefits under an Award, the Participant’s beneficiary\nshall be the legatee or legatees of such Award designated under the Participant’s last will or by such Participant’s executors,\npersonal representatives or distributees of such Award in accordance with the Participant’s will or the laws of descent and distribution.\nThe Committee may provide in the terms of an Award Agreement or in any other manner prescribed by the Committee that the Participant\nshall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified\nunder an Award following the Participant’s death.\n\n \n\n16.4 *Deferrals of Payment*. The\nCommittee may in its discretion permit a Participant to defer the receipt of payment of cash or delivery of Common Shares that would\notherwise be due to the Participant by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect\nto an Award; provided, however, that such discretion shall not apply in the case of a Stock Option or Share Appreciation\nRight that is intended to satisfy the requirements of Treasury Regulations Section 1.409A-1(b)(5)(i)(A) or (B). If any such\ndeferral is to be permitted by the Committee, the Committee shall establish rules and procedures relating to such deferral in a\nmanner intended to comply with the requirements of Section 409A of the Code, including, without limitation, the time when an election\nto defer may be made, the time period of the deferral and the events that would result in payment of the deferred amount, the interest\nor other earnings attributable to the deferral and the method of funding, if any, attributable to the deferred amount.\n\n \n\n16.5 *No Right to Employment or Continued\nService*. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or any\nParticipant any right to continue in the Service of the Company or any of its Subsidiaries or interfere in any way with the right of\nthe Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or a Participant\nfor any reason or no reason at any time.\n\n \n\n16.6 *Rights as Shareholder*. A\nParticipant shall have no rights as a holder of Common Shares with respect to any unissued securities covered by an Award until the date\nthe Participant becomes the holder of record of such securities. Except as provided in Section 4.4 hereof, no adjustment or other\nprovision shall be made for dividends or other shareholder rights, except to the extent that the Award Agreement provides for dividend\npayments or dividend equivalent rights. The Committee may determine in its discretion the manner of delivery of Common Shares to be issued\nunder the Plan, which may be by delivery of share certificates, electronic account entry into new or existing accounts or any other means\nas the Committee, in its discretion, deems appropriate. The Committee may require that the share certificates (if any) be held in escrow\nby the Company for any Common Shares or cause the shares to be legended in order to comply with the securities laws or other\n\n \n\nA-12\n\n \n\n \n\napplicable restrictions. Should the Common Shares be represented by\nbook or electronic account entry rather than a certificate, the Committee may take such steps to restrict transfer of the Common Shares\nas the Committee considers necessary or advisable.\n\n \n\n16.7 *Trading Policy and Other Restrictions*. Transactions\ninvolving Awards under the Plan shall be subject to the Company’s insider trading and Regulation FD policy and other restrictions,\nterms and conditions, to the extent established by the Committee or by applicable law, including any other applicable policies set by\nthe Committee, from time to time.\n\n \n\n16.8 *Section 409A Compliance*. To\nthe extent applicable, it is intended that the Plan and all Awards hereunder comply with, or be exempt from, the requirements of Section 409A\nof the Code and the Treasury Regulations and other guidance issued thereunder, and that the Plan and all Award Agreements shall be interpreted\nand applied by the Committee in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A\nof the Code. In the event that any (i) provision of the Plan or an Award Agreement, (ii) Award, payment, transaction or (iii) other\naction or arrangement contemplated by the provisions of the Plan is determined by the Committee to not comply with the applicable requirements\nof Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, the Committee shall have the authority\nto take such actions and to make such changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such\nrequirements; provided, however, that no such action shall adversely affect any outstanding Award without the consent of\nthe affected Participant. No payment that constitutes deferred compensation under Section 409A of the Code that would otherwise\nbe made under the Plan or an Award Agreement upon a termination of Service will be made or provided unless and until such termination\nis also a “separation from service,” as determined in accordance with Section 409A of the Code. Notwithstanding the\nforegoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if a Participant is a “specified employee”\nas defined in Section 409A of the Code at the time of termination of Service with respect to an Award, then solely to the extent\nnecessary to avoid the imposition of any additional tax under Section 409A of the Code, the commencement of any payments or benefits\nunder the Award shall be deferred until the date that is six (6) months plus one (1) day following the date of the Participant’s\ntermination of Service or, if earlier, the Participant’s death (or such other period as required to comply with Section 409A).\nFor purposes of Section 409A of the Code, a Participant’s right to receive any installment payments pursuant to this Plan\nor any Award granted hereunder shall be treated as a right to receive a series of separate and distinct payments. For the avoidance of\ndoubt, each applicable tranche of Common Shares subject to vesting under any Award shall be considered a right to receive a series of\nseparate and distinct payments. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that\nmay be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.\n\n \n\n16.9 *Securities Law Compliance*. No\nCommon Shares will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal\nand state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges\nupon which the Common Shares may be listed, have been fully met. As a condition precedent to the issuance of Common Shares pursuant to\nthe grant or exercise of an Award, the Company may require the Participant to take any action that the Company determines is necessary\nor advisable to meet such requirements. The Committee may impose such conditions on any Common Shares issuable under the Plan as it may\ndeem advisable, including, without limitation, restrictions under the Securities Act, under the requirements of any exchange upon which\nsuch shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee\nmay also require the Participant to represent and warrant at the time of issuance or transfer that the Common Shares are being acquired\nsolely for investment purposes and without any current intention to sell or distribute such shares.\n\n \n\n16.10 *Substitution or Assumption of Awards\nin Corporate Transactions*. The Committee may grant Awards under the Plan in connection with the acquisition, whether by purchase,\nmerger, consolidation or other corporate transaction, of the business or assets of any corporation or other entity, in substitution for\nawards previously granted by such corporation or other entity or otherwise. The Committee may also assume any previously granted awards\nof an employee, director, consultant or other service provider of another corporation or entity that becomes an Eligible Person by reason\nof such corporation transaction. The terms and conditions of the substituted or assumed awards may vary from the terms and conditions\nthat would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. To the extent permitted\nby applicable law and the listing requirements of the New York Stock Exchange or other exchange or securities market on which the Common\nShares are listed, any such substituted or assumed awards shall not reduce the Share Reserve.\n\n \n\n16.11 *Tax Withholding*. The Participant\nshall be responsible for payment of any taxes or similar charges required by law to be paid or withheld from an Award or an amount paid\nin satisfaction of an Award. Any required withholdings shall be paid by the Participant on or prior to the payment or other event that\nresults in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall\nbe satisfied with respect to the particular type of Award, which may include permitting the Participant to elect to satisfy the withholding\nobligation by tendering Common Shares to the Company or having the Company withhold a number of Common Shares having a value in each\ncase up to the maximum statutory tax rates in the applicable jurisdiction or as the Committee may approve in its\n\n \n\nA-13\n\n \n\n \n\ndiscretion (provided that such withholding does not result in adverse\ntax or accounting consequences to the Company), or similar charge required to be paid or withheld. The Company shall have the power and\nthe right to require a Participant to remit to the Company the amount necessary to satisfy federal, state, provincial and local taxes,\ndomestic or foreign, required by law or regulation to be withheld, and to deduct or withhold from any Common Shares deliverable under\nan Award to satisfy such withholding obligation.\n\n \n\n16.12 *Unfunded Plan*. The adoption\nof the Plan and any reservation of Common Shares or cash amounts by the Company to discharge its obligations hereunder shall not be deemed\nto create a trust or other funded arrangement. Except upon the issuance of Common Shares pursuant to an Award, any rights of a Participant\nunder the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted\ntransferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing,\nthe Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors\nor otherwise, to discharge its obligations under the Plan.\n\n \n\n16.13 *Other Compensation and Benefit\nPlans*. The adoption of the Plan shall not affect any other share incentive or other compensation plans in effect for the Company\nor any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of share incentive or other compensation\nor benefit program for employees of the Company or any Subsidiary. The amount of any compensation deemed to be received by a Participant\npursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant\nis entitled under any other compensation or benefit plan or program of the Company or a Subsidiary, including, without limitation, under\nany pension or severance benefits plan, except to the extent specifically provided by the terms of any such plan.\n\n \n\n16.14 *Plan Binding on Transferees*. The\nPlan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator\nand permitted transferees and beneficiaries.\n\n \n\n16.15 *Severability*. If any provision\nof the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining\nprovisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable\nin any other jurisdiction.\n\n \n\n16.16 *Governing Law; Jurisdiction*. The\nPlan and all rights hereunder shall be governed by and interpreted in accordance with the laws of the State of Ohio, without reference\nto the principles of conflicts of laws, and to applicable federal laws.\n\n \n\n16.17 *No Fractional Shares*. No\nfractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash,\nother securities or other property shall be paid or transferred in lieu of any fractional Common Shares or whether such fractional shares\nor any rights thereto shall be canceled, terminated or otherwise eliminated.\n\n \n\n16.18 *No Guarantees Regarding Tax Treatment*. Neither\nthe Company nor the Committee make any guarantees to any person regarding the tax treatment of Awards or payments made under the Plan.\nNeither the Company nor the Committee has any obligation to take any action to prevent the assessment of any tax on any person with respect\nto any Award under Section 409A of the Code, Section 4999 of the Code or otherwise and neither the Company nor the Committee\nshall have any liability to a person with respect thereto.\n\n \n\n16.19 *Data Protection*. By participating\nin the Plan, each Participant consents to the collection, processing, transmission and storage by the Company, its Subsidiaries and any\nthird party administrators of any data of a professional or personal nature for the purposes of administering the Plan.\n\n \n\n16.20 *Awards to Non-U.S. Participants.* To\ncomply with the laws in countries other than the United States in which the Company or any of its Subsidiaries operates or has employees,\nNon-Employee Directors or consultants, the Committee, in its sole discretion, shall have the power and authority to (i) modify the\nterms and conditions of any Award granted to Participants outside the United States to comply with applicable foreign laws, (ii) take\nany action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government\nregulatory exemptions or approvals and (iii) establish subplans and modify exercise procedures and other terms and procedures, to\nthe extent such actions may be necessary or advisable.\n\n \n\n17. Term; Amendment and Termination; Shareholder Approval.\n\n \n\n17.1 *Term*. The Kroger Co. 2019\nLong-Term Incentive Plan was effective as of June 27, 2019 (the “*2019 Plan*”). The 2022 amendment and restatement\nof the 2019 Plan, in the form of The Kroger Co. 2019 Amended and Restated Long-Term Incentive Plan (the “*2022 Version*”),\nwas effective as of June 23, 2022. This 2026 amendment and restatement of the\n\n \n\nA-14\n\n \n\n \n\n2022 Version (otherwise referred to as The Kroger Co. 2019 Second\nAmended and Restated Long-Term Incentive Plan) will be effective as of the date of its approval by the shareholders of the Company (the\n“*Effective Date*”). Subject to Section 17.2 hereof, the Plan shall terminate on the tenth anniversary of the Effective\nDate.\n\n \n\n17.2 *Amendment and Termination*. The\nBoard may from time to time and in any respect, amend, modify, suspend or terminate the Plan; provided, however, that no\namendment, modification, suspension or termination of the Plan shall materially and adversely affect any Award theretofore granted without\nthe consent of the Participant or the permitted transferee of the Award. The Board may seek the approval of any amendment, modification,\nsuspension or termination by the Company’s shareholders to the extent it deems necessary in its discretion for purposes of compliance\nwith Section 422 of the Code or for any other purpose, and shall seek such approval to the extent it deems necessary in its discretion\nto comply with applicable law or listing requirements of the New York Stock Exchange or other exchange or securities market. Notwithstanding\nthe foregoing, the Board shall have broad authority to amend the Plan or any Award under the Plan without the consent of a Participant\nto the extent it deems necessary or desirable in its discretion to comply with, take into account changes in, or interpretations of,\napplicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations.\n\n \n\nA-15\n\n \n\nSignature\n[PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN\nBLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION\nONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V93854-P49310 For Against Abstain\nFor Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! !\n! ! ! ! THE KROGER CO. 1014 VINE STREET CINCINNATI, OH 45202 THE KROGER CO. 1. Election of\nDirectors. Nominees: The Board of Directors recommends that you vote FOR the following: NOTE:\nHolders of common shares of record at the close of business on April 28, 2026 will be entitled\nto vote at the meeting. 3. Ratification of PricewaterhouseCoopers LLP, as auditors. 4. Approval\nof the 2019 Second Amended and Restated Long-Term Incentive Plan. 5. Report on GHG emissions\nreductions. 2. Approval, on an advisory basis, of Kroger's executive compensation. The Board\nof Directors recommends that you vote FOR proposals 2, 3, and 4. The Board of Directors recommends\nthat you vote AGAINST proposal 5. Please sign exactly as your name(s) appear(s) hereon. When\nsigning as attorney, executor, administrator, or other fiduciary, please give full title\nas such. Joint owners should each sign personally. All holders must sign. If a corporation\nor partnership, please sign in full corporate or partnership name by authorized officer.\n1a. Nora A. Aufreiter 1b. Kevin M. Brown 1c. Mitchell R. Butier 1d. Gregory S. Foran 1e.\nAnne Gates 1f. Karen M. Hoguet 1g. Ronald L. Sargent 1h. J. Amanda Sourry Knox 1i. Mark S.\nSutton 1j. Ashok Vemuri For Against Abstain VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com\nor scan the QR Barcode above Use the Internet to transmit your voting instructions and for\nelectronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 24, 2026 for\nshares held directly and by 11:59 P.M. Eastern Time on June 22, 2026 for shares held in a\nPlan. Have your proxy card in hand when you access the website and follow the instructions\nto obtain your records and to create an electronic voting instruction form. During The Meeting\n- Go to www.virtualshareholdermeeting.com/KR2026 You may attend the meeting via the Internet\nand vote during the meeting. Have the information that is printed in the box marked by the\narrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone\ntelephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on June 24,\n2026 for shares held directly and by 11:59 P.M. Eastern Time on June 22, 2026 for shares\nheld in a Plan. Have your proxy card in hand when you call and then follow the instructions.\nVOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope\nwe have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,\nNY 11717. ! ! ! SCAN TO VIEW MATERIALS & VOTEw\n\nV93855-P49310\nImportant Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The\nCombined Notice, Proxy Statement, and Annual Report are available at www.proxyvote.com. THE\nKROGER CO. 2026 Annual Meeting of Shareholders June 25, 2026 11:00 AM, Eastern Time This\nproxy is solicited by the Board of Directors The undersigned hereby appoints each of ANNE\nGATES, RONALD L. SARGENT and MARK S. SUTTON, or if more than one is present and acting then\na majority thereof, proxies, with full power of substitution and revocation, to vote the\ncommon shares of The Kroger Co. that the undersigned is entitled to vote at the Annual Meeting\nof Shareholders, and at any adjournment thereof, with all the powers the undersigned would\npossess if personally present, including authority to vote on the matters shown on the reverse\nin the manner directed, and upon any other matter that properly may come before the meeting.\nThe undersigned hereby revokes any proxy previously given to vote those shares at the meeting\nor at any adjournment. The proxies are directed to vote as specified on the reverse hereof\nand in their discretion on all other matters coming before the meeting. Except as specified\nto the contrary on the reverse, the shares represented by this proxy will be voted FOR each\nnominee listed in Proposal 1, FOR Proposal 2, FOR Proposal 3, FOR Proposal 4, and AGAINST\nProposal 5. If you wish to vote in accordance with the recommendations of the Board of Directors,\nall you need to do is sign and return this card. The above named proxies cannot vote the\nshares unless you vote your proxy by Internet or telephone, or sign and return this card.\nYOUR MANAGEMENT DESIRES TO HAVE A LARGE NUMBER OF SHAREHOLDERS REPRESENTED AT THE VIRTUAL\nMEETING, IN PERSON OR BY PROXY. PLEASE VOTE YOUR PROXY ELECTRONICALLY VIA THE INTERNET OR\nBY TELEPHONE, OR SIGN AND RETURN THIS CARD. IF YOU HAVE ELECTED TO RECEIVE PRINTED MATERIALS,\nYOU MAY SIGN AND DATE THIS PROXY CARD AND MAIL IT IN THE SELF-ADDRESSED ENVELOPE PROVIDED.\nNO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. 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