The Kroger-Albertsons lawsuit is a breach-of-contract fight in the Delaware Court of Chancery over the collapse of the companies’ $24.6 billion merger. Albertsons sued Kroger in December 2024, accusing it of deliberately failing to secure antitrust approval and demanding billions of dollars in damages plus a $600 million termination fee.1https://www.reuters.com/ Kroger answered in March 2025 with counterclaims saying Albertsons secretly worked to sink the deal. As of mid-2026, depositions are largely done, no settlement has been reached, and the case is on track for a bench trial before Vice Chancellor Lori W. Will.
What Albertsons Is Claiming
Albertsons filed its 140-page complaint on or around December 11, 2024, the day after two courts blocked the merger. It brought two primary claims: willful breach of contract and breach of the covenant of good faith and fair dealing.
The merger agreement required Kroger to use “reasonable best efforts” and take “any and all actions” to clear antitrust obstacles. Albertsons says Kroger developed buyer’s remorse after signing and then walked away from that obligation in practice. Specifically, the complaint alleges Kroger proposed a divestiture package it knew regulators would reject, ignored feedback from antitrust enforcers, turned away stronger potential divestiture buyers, and refused to cooperate with Albertsons as the contract required.
The damages figure is large and layered. Albertsons wants the lost premium its shareholders would have received at $34.10 per share, the drop in shareholder value from years spent locked into a pending deal it could not walk away from, and the hundreds of millions of dollars it says it spent trying to get regulatory clearance. On top of all that, it wants the $600 million reverse termination fee the agreement required Kroger to pay if the merger failed for antitrust reasons and the other closing conditions had been met.
What Kroger Is Claiming Back
Kroger’s counterclaims, filed March 25, 2025, tell the opposite story. Kroger alleges Albertsons ran a “surreptitious campaign” to undermine the merger while publicly claiming to work toward closing.
The central figure in Kroger’s version is Albertsons CEO-designate Susan Morris. Kroger says Morris used personal email and cell phones to communicate directly with leaders at C&S Wholesale Grocers, the company slated to buy the divested stores. According to Kroger, Morris and other Albertsons executives pressured C&S to tell regulators it needed more stores to compete, which made C&S look like a weak buyer that could not replace the competition being lost. Kroger says the King County Superior Court in Washington cited those exact communications when it blocked the merger.
Kroger also alleges Albertsons cooked up a “Plan B” to sue if the deal died, and built a paper trail of accusations that Kroger says contradicts what Albertsons executives testified to under oath during the antitrust trials. On that theory, Kroger argues Albertsons forfeited the $600 million termination fee and any other damages, and Kroger wants its own damages for the resources it poured into regulatory approval while Albertsons was undermining the effort.
Albertsons has called the counterclaims a “deliberate tactic” to distract from Kroger’s own failures.
Why the Merger Was Blocked
The two companies announced the deal in October 2022 at $34.10 per share. To address competition concerns, they arranged to sell 579 stores, additional distribution capacity, a dairy facility, and several banner names to C&S for roughly $2.9 billion in cash under an amended April 2024 agreement.
Regulators were unconvinced. The FTC sued in February 2024, joined by eight states and the District of Columbia. Washington and Colorado filed their own state-court cases. On December 10, 2024, two courts blocked the merger on the same day. U.S. District Judge Adrienne Nelson in Portland granted a preliminary injunction, finding the deal was “likely to remove direct competition” and that Kroger’s promises about lower prices and better employee benefits were not enforceable. King County Superior Court Judge Marshall Ferguson permanently enjoined the merger under Washington state law, finding competition between the two chains in Washington was “fierce” and that C&S could not replicate it. Albertsons terminated the merger agreement the next day.
The Fight Over Rodney McMullen
Kroger CEO Rodney McMullen resigned on March 3, 2025, after the board investigated personal conduct it found inconsistent with company ethics policy but unrelated to business operations. Albertsons tried to make his departure part of the case, arguing McMullen “micro-managed the merger from beginning to end, and his business ethics (or lack thereof) lie at the heart of this case.”
Vice Chancellor Will denied Albertsons’ motion to compel documents about the personal conduct on September 12, 2025, after reviewing the underlying materials in camera. She found the conduct “unrelated to the business” and “immaterial” to whether Kroger met its merger-agreement obligations, describing Albertsons’ theory as “unfounded speculation” that risked a “burdensome, distracting, and prejudicial” sideshow.
Albertsons then shifted tactics. In March 2026 it subpoenaed McMullen directly for a two-day deposition on April 9 and 10, 2026, this time focused on his conduct as CEO during the merger and regulatory process rather than the personal conduct behind his resignation. Under Delaware Chancery rules, he retains the right to object or move to quash.
Related Cases
C&S Wholesale Grocers sued Kroger in Delaware Superior Court in March 2025 for the $125 million termination fee it was owed under the divestiture deal. Kroger and C&S settled on August 11, 2025, on confidential terms.
Washington’s successful challenge produced a large fee award. In August 2025, a judge granted the state attorney general’s office more than $28.3 million in attorneys’ fees and costs, cut from a $32.4 million request. Kroger and Albertsons have appealed Judge Ferguson’s underlying ruling; that appeal is pending.
Colorado’s case had two parts. The merger-blocking claim was dismissed as moot in March 2025 after the deal collapsed. A separate claim that a 2022 no-poach and non-solicitation agreement between the two companies violated state anticompetition law was dismissed in February 2026 on the ground that it fell within the jurisdiction of the National Labor Relations Board.
Where Things Stand Now
The Albertsons v. Kroger breach case, docketed as No. 2024-1276-LWW, remains active before Vice Chancellor Lori W. Will. Depositions are largely complete, and the parties are waiting on a ruling in a remaining discovery dispute over document production. Reporting from June 2026 indicates the two sides “have not been able to come to an agreement,” and no settlement talks have been publicly disclosed. Unless something changes, the case will proceed to a bench trial before Vice Chancellor Will.
On Kroger’s side of the table, the leadership has changed twice since the suit was filed. Interim CEO Ron Sargent took over after McMullen resigned in March 2025. In February 2026, Kroger named former Walmart U.S. CEO Greg Foran as its permanent chief executive.