0001104659-24-093481 Sample Contracts

The Kroger Co. Debt Securities Underwriting Agreement
Underwriting Agreement • August 27th, 2024 • Kroger Co • Retail-grocery stores

To the Representatives of the several Underwriters named in Schedule I to the applicable Pricing Agreement hereinafter described.

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Pricing Agreement
Pricing Agreement • August 27th, 2024 • Kroger Co • Retail-grocery stores

The Kroger Co., an Ohio corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated August 20, 2024 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the securities (the “Designated Securities”) specified in Schedule II hereto. Each provision of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as ther

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