Item 1.01 Entry into a Material Definitive Agreement.

On July 6, 2021, The Kroger Co. (NYSE:KR) (the "Company") executed an Amended and Restated Credit Agreement (the "Credit Agreement") among the Company, the lenders from time to time party thereto, Bank of America, N.A. and Wells Fargo Bank National Association, as co-administrative agents, and Bank of America, N.A., as paying agent. The Credit Agreement amends and restates the Company's existing credit agreement, and, among other things, (i) extends the termination date of the commitments thereunder to July 6, 2026, (ii) increases the incremental capacity thereunder from $1 billion to $1.25 billion, (iii) adds provisions for determining an alternative rate of interest in the event that the London interbank offered rate is no longer available or in certain other circumstances and (iv) modifies certain representations and warranties and covenants applicable to the Company as the borrower thereunder. The Credit Agreement provides for a $2.750 billion unsecured revolving credit facility, which the Company may increase by up to an additional $1.250 billion, subject to certain conditions. Unless extended, the Credit Agreement will terminate and all amounts outstanding thereunder will be due and payable on July 6, 2026. Borrowings under the Credit Agreement will bear interest at the rates specified in the Credit Agreement, which vary based on the type of loan and the Company's debt rating. The Credit Agreement contains a financial covenant regarding the Company's leverage ratio. The Credit Agreement also contains other customary covenants and events of default for credit facilities of this type. Upon an event of default that is not cured or waived within any applicable cure periods, in addition to other remedies that may be available to the lenders, the obligations under the Credit Agreement may be accelerated. Certain parties to the Credit Agreement, and affiliates of those parties, provide banking, investment banking, and other financial services to the Company from time to time.

A copy of the Credit Agreement is attached hereto as Exhibit 10.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits.



Exhibit
  No.      Description
  10.1       Amended and Restated Credit Agreement, dated as of July 6, 2021, by
           and among the Company, the lenders from time to time party thereto, Bank
           of America, N.A. and Wells Fargo Bank National Association, as
           co-administrative agents, and Bank of America, N.A., as paying agent.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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