Kroger announced it had filed its legal response and counterclaims in the Delaware Court of Chancery against Albertsons regarding their previously terminated merger agreement. The merger, originally announced in 2022, was terminated in December 2024 following regulatory challenges.

In its filing, Kroger alleges that while it was actively pursuing regulatory approval to close the merger, Albertsons secretly worked with C&S Wholesale Grocers—the proposed divestiture buyer—on an alternate regulatory approach that ultimately undermined the transaction. Kroger claims this misconduct surfaced during antitrust proceedings and contributed to the merger being blocked in court.

Kroger asserts that Albertsons violated its contractual obligation to work in good faith toward completing the deal and instead prepared a litigation strategy in anticipation of the merger’s failure. As a result, Kroger argues Albertsons is not entitled to the $600 million termination fee or other damages it is seeking. Instead, Kroger is pursuing damages from Albertsons, including reimbursement for the costs it incurred trying to complete the deal.

The company reaffirmed its operational strength, noting strong quarterly results and continued investments in lower prices and higher wages, which are driving customer growth and shareholder returns.

Kroger emphasized that the legal claims contain forward-looking statements and acknowledged various risks that could affect future performance, including litigation outcomes, economic conditions, labor dynamics, and regulatory shifts.