Kroger Sells $1.5 Billion Of Senior Notes In Two Parts, Earmarking Cash For October Debt
An 8-K details 5.800% notes due 2032 and 6.200% notes due 2036, with proceeds aimed at debt that matures this month.
Kroger is issuing $650 million of 5.800% senior notes due 2032 and $850 million of 6.200% senior notes due 2036, a combined $1.5 billion, according to an 8-K filed Monday. The grocer says the money is meant mainly to pay off debt that comes due in October 2026.
What the 8-K says
The notes are sold under a shelf registration, the standing sign-up with the SEC that lets a company issue securities as needed. Kroger filed that Form S-3 on April 21, 2026, and the offering rests on a prospectus supplement dated September 28.
Citigroup Global Markets, Mizuho Securities USA and Wells Fargo Securities are the representatives of the underwriters. They signed an underwriting agreement and a pricing agreement with Kroger, both dated September 28.
U.S. Bank Trust Company, National Association serves as trustee. Two supplemental indentures, the Fifty-First for the 2032 notes and the Fifty-Second for the 2036 notes, are dated October 5. Legal opinions from George H. Vincent, Kroger's executive vice president, general counsel and secretary, and from Freshfields US LLP are attached.
The term sheet in the exhibit lists a make-whole call, which lets Kroger redeem early at a Treasury rate plus a spread. It sets settlement five business days after the trade date and names 15 joint book-runners and co-managers. Minimum denomination is $2,000, in $1,000 increments above that.
What it changes
Kroger says it expects to use net proceeds to refinance debt maturing in October 2026, with anything left over going to general corporate purposes. The filing does not name which debt it is repaying.
The effect on the balance sheet is a swap of maturing obligations for notes running to 2032 and 2036, at coupons of 5.800% and 6.200%.
Kroger shares traded at $58.48, down about 1%, in Monday trading, according to market data.
What to watch
Repayment of the October maturity, which is the use of proceeds the filing states. The notes settled on October 5, according to the term sheet.
The test of the filing's stated plan is simple: the debt due this month gets repaid.
Correction, October 6, 2026: An earlier version of this story listed the notes' settlement as still ahead. The notes settled on October 5.
Sources
- 8-K Filing — KROGER CO (KR) — SEC EDGAR
- Exhibit tm2626754d1_1-1.htm — KROGER CO 8-K exhibit — SEC EDGAR
