UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2024
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-303
The Kroger Co. Savings Plan
1014 Vine Street
Cincinnati, OH 45202
(Full title of the plan and the address of the plan)
The Kroger Co.
1014 Vine Street
Cincinnati, OH 45202
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)
REQUIRED INFORMATION
Item 4. Plan Financial Statements and Schedules Prepared in Accordance with the Financial Reporting Requirements of ERISA.
The kroger co. savings plan
Financial Statements
August 26, 2024 and December 31, 2023
With
Report of Independent Registered
Public Accounting Firm
The kroger co. savings plan
Table of Contents
| Page | ||||
| Report of Independent Registered Public Accounting Firm | 1 | |||
| Financial Statements: | ||||
| Net Assets Available for Benefits | 2 | |||
| Changes in Net Assets Available for Benefits | 3 | |||
| Notes to Financial Statements | 4 - 12 | |||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Participants and The Kroger Co. Retirement Benefit Plan Management Committee of
The Kroger Co. Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Kroger Co. Savings Plan (the Plan) as of August 26, 2024 and December 31, 2023, and the related statements of changes in net assets available for benefits for the period from January 1, 2024 to August 26, 2024 and the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of August 26, 2024 and December 31, 2023, and the changes in net assets available for benefits for the period from January 1, 2024 to August 26, 2024 and the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Clark, Schaefer, Hackett & Co.
We have served as the Plan’s auditor since 2003.
Cincinnati, Ohio
June 13, 2025
THE KROGER CO. SAVINGS PLAN
Statements of Net Assets Available for Benefits
August 26, 2024 and December 31, 2023
(In Thousands)
| 2024 | 2023 | |||||||
| Assets: | ||||||||
| Investments, at fair value: | ||||||||
| Interest in Master Trust | $ | - | $ | 1,820,376 | ||||
| Investments, at contract value: | ||||||||
| Interest in Master Trust | - | 437,025 | ||||||
| Receivables: | ||||||||
| Notes receivable from participants | - | 42,190 | ||||||
| Total assets | - | 2,299,591 | ||||||
| Liabilities: | ||||||||
| Administrative fees payable | - | 5 | ||||||
| Net assets available for benefits | $ | - | $ | 2,299,586 | ||||
See accompanying notes to financial statements.
2
THE KROGER CO. SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the period from January 1, 2024 through August 26, 2024
and for the year ended December 31, 2023
(In Thousands)
| 2024 | 2023 | |||||||
| Additions: | ||||||||
| Participant contributions | $ | 67,375 | $ | 103,125 | ||||
| Investment income – participation in Master Trust | 212,711 | 218,120 | ||||||
| Interest income on notes receivable from participants | 1,802 | 2,047 | ||||||
| Deductions: | ||||||||
| Benefits paid to participants | (228,893 | ) | (247,496 | ) | ||||
| Administrative expenses | (2,198 | ) | (2,455 | ) | ||||
| Net change | 50,797 | 73,341 | ||||||
| Net assets available for benefits: | ||||||||
| Beginning of year | 2,299,586 | 2,226,245 | ||||||
| Transfers to The Kroger Co. 401(k) Retirement Savings Account Plan | (2,350,383 | ) | - | |||||
| End of year | $ | - | $ | 2,299,586 | ||||
See accompanying notes to financial statements.
3
THE KROGER CO. SAVINGS PLAN
Notes to Financial Statements
(All dollar amounts are in thousands)
| 1. | Description of Plan: |
The following description of The Kroger Co. Savings Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of Plan provisions.
Plan Merger
On August 26, 2024, the Plan merged into The Kroger