Item 8.01 Other
Events.
On May 24, 2019, The Kroger Co. (the “Company”)
filed Registration Statement No. 333-231727 on Form S-3 with the Securities and Exchange Commission pursuant to Rule 415 registering
an indeterminate amount of securities (the “Registration Statement”). Pursuant to a Prospectus Supplement dated April
21, 2020, the Company is issuing $500,000,000 of debt securities denominated 2.200% Senior
Notes due 2030 (the “Notes”).
Filed as Exhibit 1.1 to the Registration Statement was a
form of Underwriting Agreement for the issuance of debt securities. In connection with the issuance of the Notes, the Company
has executed an Underwriting Agreement and a Pricing Agreement each dated as of April 21, 2020, among
the Company, BofA Securities, Inc., Citigroup Global Markets Inc., U.S. Bancorp Investments, Inc., Mizuho Securities USA LLC,
PNC Capital Markets LLC, Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Fifth Third Securities, Inc., Goldman
Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Santander Investment Securities Inc., SunTrust
Robinson Humphrey, Inc., and Siebert Williams Shank & Co., LLC. The Underwriting Agreement is attached hereto as Exhibit
1.1 and the Pricing Agreement is attached hereto as Exhibit 1.1.1.
The form of Indenture for the Notes was filed as Exhibit 4.1
to the Registration Statement.
The Forty-Eighth Supplemental Indenture,
relating to the Notes, dated as of April 28, 2020, between the Company and U.S. Bank
National Association (formerly known as Firstar Bank, National Association), as Trustee, supplements the Indenture dated as of
June 25, 1999, between the Company and Firstar Bank, National Association, as Trustee. The Forty-Eighth Supplemental Indenture
is attached hereto as Exhibit 4.3.1.
An opinion of Christine S. Wheatley, Esq., including her consent,
is attached hereto as Exhibit 5.1. An opinion of Freshfields Bruckhaus Deringer US LLP, including its consent, is attached hereto
as Exhibit 5.2.
The Company expects to use the net proceeds of this offering
for general corporate purposes.