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Albertsons is asking a Delaware court for approximately $8 billion from Kroger over the collapse of their proposed $24.6 billion merger. The request includes a $600 million contractual termination fee and alleged losses suffered by Albertsons shareholders. Other reporting describes the total as more than $9 billion because it counts additional components differently. Neither figure is a court award, and Kroger denies liability. Trial is scheduled to begin October 19, 2026.
What happened to the Kroger–Albertsons merger?
Kroger agreed to acquire Albertsons for $24.6 billion, a transaction that would have combined two of the largest U.S. supermarket operators. The Federal Trade Commission (FTC) said the combined business would operate more than 5,000 stores and approximately 4,000 pharmacies across 48 states.
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In February 2024, the FTC sued to block the deal, arguing that removing Albertsons as an independent competitor could lead to higher prices, weaker service and less choice for shoppers. The agency and several states also challenged the proposed remedy: selling stores to C&S Wholesale Grocers. Their position was that the package would not create a complete, independent supermarket competitor and that C&S would face major obstacles assembling and operating one.
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On December 10, 2024, the U.S. District Court for the District of Oregon granted a preliminary injunction stopping the merger while the antitrust case proceeded. Albertsons terminated the merger agreement that same day and sued Kroger in Delaware. The Delaware case alleges that Kroger willfully breached the merger agreement and violated the implied covenant of good faith and fair dealing.
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Why is Albertsons suing Kroger?
Albertsons’ lawsuit is a contract dispute about responsibility for obtaining regulatory approval, not an attempt to revive the merger. The company says Kroger had to use best efforts to secure approval and, under the agreement’s broader “any and all actions” language, take whatever steps were necessary to remove antitrust obstacles.
Albertsons alleges that Kroger proposed an inadequate divestiture package, failed to cooperate with Albertsons and C&S, and did not fulfill those contractual duties. Its theory is that Kroger’s conduct caused the transaction to fail and destroyed the premium Albertsons shareholders were supposed to receive.
A June 25, 2026 discovery ruling by the Delaware Court of Chancery identified those best-efforts and regulatory-action allegations as central issues but did not decide whether Kroger breached the agreement.
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Yes. Albertsons’ October 2026 pretrial position seeks approximately $8 billion. The calculation includes the $600 million termination fee specified in the merger agreement plus compensation for shareholder losses that Albertsons attributes to Kroger’s alleged failure to work with it in good faith.
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Bloomberg Law has described the demand as more than $9 billion. That difference reflects how the requested components, such as additional damages, interest or expenses, are totaled in different accounts; it does not mean a court has awarded either amount.
| Figure | What it represents | Status |
|---|---|---|
| $24.6 billion | Agreed value of the proposed Kroger acquisition of Albertsons | The merger was terminated in December 2024 |
| $600 million | Contractual termination fee Albertsons is seeking | Kroger contests whether it is payable |
| Approximately $8 billion | Albertsons’ October 2026 pretrial damages request | A claim, not a judgment |
| More than $9 billion | Total described in a separate Bloomberg Law account | A different accounting of requested components, not an award |
What Kroger argues
Kroger says it worked diligently to obtain regulatory approval and denies that it willfully breached the agreement. Its filing says the evidence at trial will not prove Albertsons’ claims.
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Kroger’s competing theory is that Albertsons and proposed divestiture buyer C&S pursued a strategy that undermined Kroger’s regulatory effort. Kroger disputes both the $600 million fee and the additional shareholder damages, arguing that Albertsons’ own conduct and the proposed C&S transaction are relevant to why approval failed.
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1Repair Windows errors before they cause bigger problems2Fix the driver behind crashes, sound loss and screen glitches3Clear out junk files and repair common Windows errorsThe five disputes the Delaware trial must resolve
- Best efforts: Did Kroger take the steps the merger agreement required to obtain approval, or did its actions fall short?
- Any-and-all-actions clause: Did the contract require Kroger to take broader measures to eliminate antitrust impediments, even if those measures were costly or commercially difficult?
- Divestiture adequacy: Was the C&S package capable of creating a viable, standalone competitor, or did its structure make regulatory approval unlikely?
- Cooperation and causation: Did Kroger, Albertsons or C&S undermine the approval strategy, and which party’s conduct caused the merger to collapse?
- Available damages: Does the contract permit the $600 million fee, shareholder-loss damages, interest and other amounts Albertsons seeks?
Why the FTC’s antitrust case still matters
The FTC’s objections provide the factual backdrop for the contract trial. The agency argued that combining Kroger and Albertsons would reduce competition in local supermarket markets and that transferring stores to C&S would not reliably preserve that competition.
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That regulatory history matters because the parties’ contract assigned obligations for overcoming approval problems. If the court finds that Kroger failed to meet those obligations, Albertsons will argue that the failed divestiture and resulting injunction were consequences of a breach. If the court accepts Kroger’s account, the FTC’s concerns and the conduct of Albertsons and C&S could support a defense against both liability and damages.
What happens next
The Delaware trial is scheduled for October 19, 2026. The court will decide liability and, if Albertsons proves a breach, which losses are legally recoverable. The merger itself is over; the case concerns money and responsibility for its failure.
Until the court rules, the only established amounts are the $600 million fee written into the agreement and the larger figures Albertsons has requested in pretrial filings. The approximately $8 billion and more-than-$9-billion descriptions should therefore be read as competing descriptions of claimed damages, not as debts Kroger has been ordered to pay.
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