Trial in Delaware Chancery Court scheduled to begin October 19
Albertsons is seeking at least $8 billion from Kroger in a Delaware lawsuit following their failed 2022 grocery megadeal, according to a court filing unsealed Monday. A bench trial in Delaware Chancery Court is scheduled to begin October 19 and is expected to last about two weeks.
The amount Albertsons is seeking includes lost merger premiums and interest, according to the court document, along with a $600 million breakup fee that Kroger previously agreed to pay but did not after the deal was dropped. Kroger representatives did not immediately comment Monday.
The unsealed filing alleges that Kroger’s leadership gave priority to keeping stores that would help the combined company hit specific financial targets once the deal closed. It cites a $400 million bonus pool that then-CEO Rodney McMullen established for Kroger executives based on profit targets after the deal closed. McMullen did not immediately respond to a request for comment.
The court document also describes an exchange during the 2024 federal antitrust trial. Then-Albertsons CEO Vivek Sankaran called McMullen with what Albertsons’ filing characterizes as a last-ditch proposal to ease regulators’ concerns: an $800 million cut from the deal price, paired with a request that McMullen commit to divesting more stores from the combined company. According to the filing, McMullen rejected the offer and never formally discussed it with the Kroger board. Sankaran also did not immediately respond to a request for comment.
The underlying agreement was reached in 2022, when Kroger agreed to acquire Albertsons for $20 billion. The combined company would have operated nearly 5,000 stores under Kroger banners, including Fred Meyer, Roundy’s and Mariano’s, alongside the owner of Safeway, Vons and Jewel-Osco. The companies said the goal was to build a larger grocery competitor to Walmart, Amazon and discount chains including Aldi, whose scale they argued could undercut supermarket prices.
To ease antitrust concerns, Kroger and Albertsons offered to sell hundreds of stores to grocery distributor C&S Wholesale Grocers. The Federal Trade Commission sued in 2024 to block the combination, arguing it would raise grocery prices by reducing competition. A Portland federal judge blocked the deal on antitrust grounds.
The day after the Portland ruling, Albertsons sued its former deal partner, alleging Kroger failed to do enough to secure regulatory approval. Kroger has called Albertsons’ claims baseless and said the company is not owed the breakup fee.
Both companies spent roughly $1 billion each on deal-related costs, including legal and consulting fees. Since the deal collapsed, both have struggled as grocery shoppers cut back and migrate to rival discount chains. Albertsons’ shares are down about 30 percent over the past 12 months, leaving the company with a market value of around $6 billion.
Sankaran retired last year and was succeeded by Susan Morris as Albertsons’ CEO. McMullen left Kroger in March 2025 after an undisclosed ethics violation. Kroger has since hired Walmart veteran Greg Foran as CEO and is bringing in executives from his former employer, adopting tactics including offering low prices, cutting costs and negotiating more aggressively with suppliers.
“Kroger should be held accountable for the harm it caused our shareholders, associates, and customers—and we look forward to proving our case in court,” Albertsons said in a statement.