Albertsons Sues Kroger for $9B Over Failed Merger Deal

Albertsons is demanding more than $9.3 billion from Kroger in Delaware Chancery Court, arguing that Kroger willfully breached their $24.6 billion merger agreement by failing to execute required asset divestitures.

The legal battle follows the December 2024 federal court block of the merger, setting up a two-week trial before Judge Lori Will to determine liability for the collapsed deal between the nation's top supermarket chains.

"The bottom line is that Kroger made a promise and broke it," Albertsons said in a statement reported by Yahoo Finance. "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)."

Breakdown of the $9.3 Billion Damages Demand

The financial figures cited in the court filing encompass multiple categories of compensation for shareholders and the company. According to the Yahoo Finance report, the more than $9.3 billion damages demand includes:

• The premium stockholders would have received upon successful closing of the transaction
• A $600 million termination fee stipulated in the agreement
• $75 million covering accrued interest and additional litigation costs

As of market data from October 16, 2026, Albertsons Companies Inc (ACI) traded at $13.09, up 0.46% with a previous close of $13.03, according to Finnhub market data.

Antitrust Hurdles and the Divestiture Dispute

The proposed $24.6 billion transaction unraveled after the Federal Trade Commission challenged the deal, leading a federal court to block the combination in December 2024. The FTC argued that the companies' planned divestiture of hundreds of stores to C&S Wholesale Grocers was insufficient to preserve market competition.

According to Albertsons' court filings, the original contract obligated Kroger to remove any antitrust impediment to the merger, with no limit except that Kroger did not have to divest more than 650 stores. Albertsons asserts that Kroger refused to make these necessary concessions, intentionally triggering the regulatory roadblocks.

What Is at Stake in Delaware Chancery Court

The upcoming trial in Delaware Chancery Court before Judge Lori Will will test the boundaries of merger covenants and termination fee protections in heavily regulated corporate combinations. With a trial date slated for later in October, the outcome will establish precedent for how courts handle broken agreements where antitrust regulators intervene to halt industry-consolidating transactions.