Albertsons Seeks More Than $9 Billion From Kroger Over Failed $24.6 Billion Merger, Delaware Court of Chancery Trial Set for October 19, 2026

The central question in this case is who breached the merger agreement when the proposed $24.6 billion Kroger-Albertsons deal collapsed. Albertsons says Kroger did not take the steps the agreement required to win regulatory approval. Kroger denies that it owes Albertsons anything and has filed its own counterclaims.

The case is Albertsons Companies, Inc. v. The Kroger Co., Delaware Court of Chancery, C.A. No. 2024-1276-LWW, before Vice Chancellor Lori W. Will. The reported demand of more than $9.3 billion is what Albertsons is asking for. It is not a judgment, and no court has ordered Kroger to pay it.

Quick Facts: Albertsons Companies, Inc. v. The Kroger Co.

Item	Details
Plaintiff	Albertsons Companies, Inc.
Defendant	The Kroger Co.
Court	Delaware Court of Chancery (Vice Chancellor Lori W. Will)
Case number	C.A. No. 2024-1276-LWW
Merger agreement signed	October 13, 2022
Proposed merger value	$24.6 billion
Lawsuit filed	December 10, 2024
Amount sought	More than $9 billion; reported at about $9.3 billion in Albertsons’ October 12, 2026 filing
Reported components	$600 million termination fee, about $75 million in interest and costs, and damages tied to the premium Albertsons says its shareholders would have received
Kroger’s position	Denies owing the fee or damages; asserts counterclaims against Albertsons
Trial	Scheduled to begin October 19, 2026 (reported as a two-week bench trial)
Consumer claim form or settlement	None; this is a dispute between two companies

Important: The $9.3 billion figure is a damages demand. The court has not awarded it, and no finding of breach has been made.

Why Is Albertsons Asking Kroger for More Than $9 Billion?

Albertsons filed its lawsuit in the Delaware Court of Chancery on December 10, 2024, after federal and state courts blocked the merger. It alleges that Kroger willfully breached the merger agreement by failing to use the efforts it promised to secure antitrust clearance, including by refusing to improve its store-divestiture plan.

According to the reported October 12, 2026 filing, the demand includes:

• The $600 million termination fee that Albertsons says Kroger owes under the agreement.
• About $75 million in interest and costs.
• Expectation damages: the value Albertsons says its shareholders would have received if the deal had closed.

The exact calculation and the evidence for each part will be tested at trial. A damages request is not proof that the amount is legally recoverable. Sources: Albertsons’ SEC filing and the Delaware Court of Chancery’s June 25, 2026 order.

How Did the Kroger-Albertsons Merger Fail?

Kroger agreed in October 2022 to acquire Albertsons. The agreement required Kroger to take steps to obtain regulatory clearance, including selling stores, with a reported cap of 650 stores on the divestitures it had to make.

The Federal Trade Commission challenged the deal as anticompetitive and argued that the divestiture package, built around a sale of stores to C&S Wholesale Grocers, would not preserve competition in local markets. On December 10, 2024, a federal court in Oregon granted the FTC’s request for a preliminary injunction, and a Washington state court also blocked the deal. Kroger issued its own termination notice on December 11, 2024, and the merger was not completed.

That a court blocked the merger does not by itself decide which company, if either, breached the contract. The Delaware case asks a different question from the antitrust case.

What Does Albertsons Say Kroger Did Wrong?

Albertsons argues that Kroger was bound to remove antitrust obstacles to closing, subject only to the negotiated cap on divestitures. In its telling, Kroger made inadequate divestiture proposals and would not change course in ways that could have satisfied regulators or the court.

A divestiture is a sale of stores or other assets to another business, usually offered to address a regulator’s competition concerns.

What Is Kroger’s Response in the Albertsons Lawsuit?

Kroger says it complied with the agreement and denies owing the termination fee or damages. It argues it relied on antitrust counsel in structuring its divestiture proposals and that Albertsons itself contributed to the deal’s failure, including through its dealings with C&S. Kroger answered the lawsuit and filed counterclaims on March 25, 2025, and Albertsons answered them on May 17, 2025, according to Albertsons’ SEC filing. These are contested allegations, not findings.

So the court is deciding more than whether Kroger owes Albertsons money. It must also weigh Kroger’s claims against Albertsons.

Which Laws and Legal Standards Will the Delaware Court Apply in Albertsons v. Kroger?

Delaware Court of Chancery Jurisdiction (10 Del. C. § 341) and Choice of Delaware Law (6 Del. C. § 2708)

The Court of Chancery hears equity matters, and the merger agreement reportedly designates it as the forum. Section 2708 of Title 6 of the Delaware Code generally lets parties to a significant contract choose Delaware law and courts. Chancery cases are decided by a judge, not a jury.

“Best Efforts” and “Reasonable Best Efforts” Covenants: Williams v. Energy Transfer and Akorn v. Fresenius

Delaware courts have treated efforts clauses as real obligations. In Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264 (Del. 2017), the Delaware Supreme Court read efforts covenants as requiring a party to take all reasonable steps to complete the deal. In Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d, 198 A.3d 724 (Del. 2018), the court found a buyer’s efforts-covenant breach and treated the efforts clause as meaningful. Whether Kroger’s divestiture strategy met the standard in this agreement turns on the exact contract language and the evidence.

“Willful” or “Knowing and Intentional” Breach: Hexion v. Huntsman

Merger agreements often limit damages unless a breach is “willful.” In Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008), the court said a knowing and intentional breach is a deliberate act that constitutes a breach, even if the breaching party did not mean to cause the breach. How the Albertsons-Kroger agreement defines and treats willful breach will help determine which remedies are available.

Expectation Damages and Lost-Premium Claims

Delaware generally awards expectation damages, meaning the benefit of the bargain (SIGA Technologies, Inc. v. PharmAthene, Inc., 132 A.3d 1108 (Del. 2015)). Claims for lost shareholder premium can turn on whether the agreement allows the company to recover that value. Kroger can be expected to contest causation and whether the claimed shareholder premium is recoverable by Albertsons at all.

Termination Fee Provisions

The $600 million fee is a contractual payment term. Whether it is owed depends on who validly terminated, why, and what the agreement says when a deal is blocked by an injunction. Albertsons and Kroger sent competing termination notices a day apart.

Pre-Judgment Interest (6 Del. C. § 2301)

If damages are awarded, Delaware generally allows interest at the legal rate, set at 5 percent over the Federal Reserve discount rate, though the court has discretion over the rate and period.

Federal Antitrust Law Behind the Blocked Merger: Clayton Act § 7 and FTC Act § 13(b)

The underlying deal was challenged under Section 7 of the Clayton Act (15 U.S.C. § 18), which bars mergers that may substantially lessen competition. The FTC sought its injunction under Section 13(b) of the FTC Act (15 U.S.C. § 53(b)). The Hart-Scott-Rodino Act (15 U.S.C. § 18a) required the deal to be reported to regulators. These laws explain why the deal failed, but the Delaware case is a contract case, not an antitrust case.

SEC Disclosure Rules

Both companies are public and describe the case in their periodic reports under the Securities Exchange Act of 1934 (15 U.S.C. § 78m), which is why their SEC filings are reliable sources for the case number, procedural dates and trial schedule.

What Happens Next in the Albertsons v. Kroger Trial?

The companies’ SEC filings give October 19, 2026 as the trial start date, and the court has been handling the case since December 2024. The trial is expected to address:

1. Contract duties: What the merger agreement required each company to do to obtain approval.
2. Compliance: Whether either side failed to meet those duties.
3. Causation: Whether any breach caused the claimed losses.
4. Damages: What, if anything, is recoverable under the agreement and Delaware law.
5. Counterclaims: Whether Kroger is entitled to relief against Albertsons.

The court’s June 25, 2026 order dealt with a discovery dispute over documents Kroger was required to produce under an agreed privilege waiver. It did not decide damages. The judge could side with one company, split the claims, or award amounts different from what either side asked. In Chancery, a written post-trial ruling often follows the trial by weeks or months. Check the Delaware Courts website for rulings, and remember the trial date is a schedule, not proof the trial has started.

Could the Albertsons-Kroger Lawsuit Affect Shoppers, Shareholders or Employees?

• Shoppers: The lawsuit creates no refund, coupon or claims process. The contract dispute does not by itself change prices, store operations or service.
• Shareholders: Any recovery or liability would flow to the companies and, indirectly, their investors. Shareholders can follow SEC filings for the litigation’s financial impact.
• Employees and communities: The case does not itself order store closures or layoffs.
• Future merger deals: The ruling may clarify how Delaware courts enforce efforts and antitrust-related covenants when regulators block a deal.

The lawsuit does not establish that prices rose or that either company violated antitrust law. No consumer claim form, settlement administrator or opt-out deadline has been identified.

For another example of how merger disputes become large legal fights, see Paramount+ Subscribers vs. Paramount Skydance, The $110 Billion Warner Bros. Merger Antitrust Lawsuit. That case involves a different transaction and does not predict the Albertsons outcome.

Key Dates in the Albertsons v. Kroger Merger Litigation

Date	Event
October 13, 2022	Kroger and Albertsons sign the merger agreement
February 26, 2024	The FTC files its administrative complaint and seeks a federal court injunction
December 10, 2024	A federal court in Oregon issues a preliminary injunction; Albertsons files its Delaware lawsuit
December 11, 2024	Kroger issues its own termination notice
March 25, 2025	Kroger answers and files counterclaims
May 17, 2025	Albertsons answers the counterclaims
June 25, 2026	Court of Chancery issues an order on a discovery dispute
October 12, 2026	Albertsons’ filing reportedly seeks more than $9.3 billion
October 19, 2026	Trial scheduled to begin

The trial date can change. Confirm any verdict, settlement or new order through the official court record.

Frequently Asked Questions About Albertsons’ Lawsuit Against Kroger

Is Albertsons suing Kroger for $9.3 billion?

Albertsons reportedly seeks more than $9.3 billion in a filing dated October 12, 2026, made up of the $600 million termination fee, about $75 million in interest and costs, and claimed lost shareholder premium. The amount has not been awarded.

What is the case number for Albertsons v. Kroger?

Albertsons Companies, Inc. v. The Kroger Co., C.A. No. 2024-1276-LWW, Delaware Court of Chancery.

Why does Albertsons say Kroger owes it money?

Albertsons says Kroger failed to take the steps required to obtain regulatory approval. Kroger disputes this and has asserted counterclaims.

Has a court ordered Kroger to pay Albertsons?

No. The $9.3 billion is a demand, and the court must decide the competing claims.

When is the Albertsons-Kroger trial?

It is scheduled to begin October 19, 2026, according to the companies’ SEC filings.

Can Kroger or Albertsons customers claim money from this lawsuit?

No. It is a contract dispute between two companies, and no consumer settlement has been identified.

Did the FTC block the Kroger-Albertsons merger?

A federal court issued a preliminary injunction in December 2024 on the FTC’s request, and the deal was then terminated. The Delaware lawsuit concerns the contract fight over the failed deal.

Sources and Legal References

1. Albertsons Companies, Inc., SEC Form 10-Q, filed July 2026.
2. The Kroger Co., SEC Form 10-Q.
3. Delaware Court of Chancery, Albertsons Companies, Inc. v. The Kroger Co., C.A. No. 2024-1276-LWW, June 25, 2026.
4. Federal Trade Commission, Grocery and Supermarkets resources.
5. 10 Del. C. §§ 341, 6 Del. C. §§ 2301, 2708; Clayton Act § 7 (15 U.S.C. § 18); Hart-Scott-Rodino Act (15 U.S.C. § 18a); FTC Act § 13(b) (15 U.S.C. § 53(b)); Securities Exchange Act § 13 (15 U.S.C. § 78m).
6. Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264 (Del. 2017); Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d, 198 A.3d 724 (Del. 2018); Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 965 A.2d 715 (Del. Ch. 2008); SIGA Technologies, Inc. v. PharmAthene, Inc., 132 A.3d 1108 (Del. 2015).

Disclaimer: This article is general legal information, not legal advice. The allegations are disputed, and no final judgment on the requested damages has been verified. Consult a licensed attorney about any specific situation.

Researched and written by Israr Ahmad, legal content researcher and founder of AllAboutLawyer.com. All facts verified against the SEC Form 10-Q filings of Albertsons and Kroger and the Delaware Court of Chancery order (courts.delaware.gov), as of October 13, 2026. Last Updated: October 13, 2026.