Kroger will receive an initial delivery of approximately 65.6 million shares

Davis Polk advised the dealers in connection with accelerated share repurchase transactions entered into with The Kroger Co., pursuant to which Kroger is repurchasing an aggregate of $5 billion of its common shares. Under the terms of the transactions, Kroger will receive an initial delivery of approximately 65.6 million shares of its common stock from the dealers. The total number of shares to be repurchased under the transactions will be based on the average of the volume-weighted average prices of Kroger’s common shares on specified dates during the term of each transaction, less a discount and subject to adjustments pursuant to the terms of each transaction. The final settlement of each transaction is expected to occur no later than the third fiscal quarter of Kroger’s fiscal 2025.

The Kroger Co. was founded in 1883 and incorporated in 1902. Kroger is built on the foundation of their retail grocery business, which includes the added convenience of their retail pharmacies and fuel centers.

The Davis Polk equity derivatives team included partner Mark M. Mendez, counsel Hanbing Zhang and associate Melissa X. Estrada. All members of the Davis Polk team are based in the New York office.

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