Kroger (KR) Announces $5B Accelerated Share Buyback

The Kroger Co. (NYSE: KR) today announced that it entered into Accelerated Share Repurchase ("ASR") agreements with each of Wells Fargo Bank, National Association and Citibank, N.A. (the "Dealers") to repurchase, in aggregate, $5.0 billion in shares of Kroger common stock. The ASR agreements will be completed under Kroger's recently announced $7.5 billion share repurchase authorization. Kroger is funding the share repurchases under the ASR agreements with existing cash on hand.

Under the ASR agreements, Kroger will pay $5.0 billion to the Dealers and expects to receive an initial delivery of approximately 65.6 million shares of Kroger common stock on December 20, 2024, representing approximately 80% of the total number of shares of Kroger common stock that could be purchased with $5.0 billion at a price per share equal to the closing price of Kroger common shares on December 19, 2024. The total numbers of shares purchased by Kroger pursuant to the ASR agreements will be based on the average of the volume-weighted average prices of Kroger common shares on specified dates during the term of each ASR agreement, less a discount, and subject to adjustments pursuant to the terms and conditions of the ASR agreements. Final settlement under the ASR agreements is expected to occur no later than the third fiscal quarter of Kroger's Fiscal 2025.

In addition to the ASR program, Kroger has $2.5 billion of capacity remaining under its share repurchase authorization for incremental share repurchases over time.

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