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Random freezes, missing sound and display glitches usually trace back to one bad driver. Find and replace yours safely.Free scan · under a minuteAlbertsons is asking a Delaware court for roughly $8 billion over the failed Kroger merger; it has not been awarded that money. The demand combines a contractual $600 million termination fee with alleged losses to Albertsons shareholders. Some reports put the total above $9 billion because they count additional damages, interest, expenses or other components. Kroger denies liability. The proposed $24.6 billion merger is over, and the scheduled October 19, 2026, trial will focus on responsibility and damages.
What Albertsons is claiming
Albertsons’ October 2026 pretrial position seeks approximately $8 billion from Kroger. The filing includes the $600 million termination fee specified in the merger agreement and 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 is a difference in how the requested components are totaled, not evidence that a judge has approved either figure. The larger number can include items such as interest, litigation expenses or additional damages. No damages have been awarded.
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|---|---|---|
| $24.6 billion | Announced value of the proposed Kroger acquisition of Albertsons | The transaction was blocked and terminated in December 2024 |
| $600 million | Contractual termination fee identified in Albertsons’ SEC filing | Albertsons is asking the court to award it; Kroger contests the fee |
| Approximately $8 billion | Albertsons’ October 2026 pretrial damages demand, including the fee and alleged shareholder losses | A litigation demand, not a judgment |
| More than $9 billion | A higher total reported by Bloomberg Law that may include additional components | Another description of the requested recovery, not a separate award |
How the merger ended
- February 2024: The Federal Trade Commission sued to stop Kroger’s proposed $24.6 billion acquisition of Albertsons. The FTC said the combined company would operate more than 5,000 stores and approximately 4,000 pharmacies across 48 states.
- December 10, 2024: The U.S. District Court for the District of Oregon granted a preliminary injunction blocking the transaction. Albertsons terminated the agreement the same day.
- December 10, 2024: Albertsons filed its Delaware lawsuit, alleging that Kroger willfully breached the merger agreement and violated the implied covenant of good faith and fair dealing.
- June 25, 2026: A Delaware Chancery Court discovery ruling described Albertsons’ central contractual allegations but did not decide whether Kroger was liable.
- October 19, 2026: Trial is scheduled in Delaware. The proceeding concerns money and responsibility for the failed deal, not whether the merger can still close.
The central contract dispute
Albertsons’ case turns on provisions requiring Kroger to use best efforts to obtain regulatory approval and, ultimately, to take “any and all actions” needed to eliminate antitrust impediments. Albertsons alleges that Kroger proposed inadequate remedies, failed to cooperate with Albertsons and C&S, and thereby caused the deal to collapse and destroyed the premium its shareholders expected.
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Kroger argues that it worked diligently to secure approval. Its reported filing says the trial evidence will not prove that Kroger willfully breached the merger agreement. Kroger also contends that Albertsons and the proposed divestiture buyer, C&S, pursued a strategy that undermined Kroger’s regulatory effort. Kroger disputes both the $600 million fee and the additional damages Albertsons seeks.
| Issue | Albertsons’ position | Kroger’s position |
|---|---|---|
| Best-efforts obligation | Kroger allegedly failed to take the steps required by the agreement to overcome antitrust objections. | Kroger says it acted diligently and complied with its contractual duties. |
| “Any and all actions” clause | The language required broader action to remove regulatory obstacles, including a workable divestiture plan. | Kroger contests the interpretation and says its proposed approach was a reasonable effort to obtain approval. |
| C&S divestiture package | Albertsons argues the remedy could have supported approval if Kroger had cooperated fully. | Kroger says Albertsons and C&S helped pursue a strategy that weakened the regulatory case. |
| Conduct after the FTC challenge | Albertsons alleges a lack of good-faith cooperation by Kroger. | Kroger maintains that its own conduct was diligent and that Albertsons’ conduct contributed to the failure. |
| Available recovery | Albertsons seeks the termination fee plus shareholder-loss damages and related amounts. | Kroger contests whether the fee and additional damages are available under the contract. |
Why the FTC’s antitrust case matters to the lawsuit
The regulatory fight supplies the factual background for the contract claims. The FTC and several states argued that combining two major supermarket chains could reduce competition and harm shoppers. The agency’s February 2024 complaint said the merged company would control a network of more than 5,000 stores and about 4,000 pharmacies in 48 states.
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A major FTC concern was the proposed sale of stores to C&S as a remedy. The agency argued that C&S was not yet a standalone business capable of replacing the competition lost through the merger and would face substantial obstacles assembling a viable rival. Because the injunction rested on those concerns, the Delaware court must examine whether Kroger did enough under the merger agreement to address them and whether Albertsons or C&S contributed to the problems.
What the October trial will decide
Whether Kroger breached the agreement
The court will assess the best-efforts, “any and all actions,” and good-faith provisions, along with the parties’ conduct during the regulatory process. The June 2026 discovery ruling identified the core allegations but did not resolve them.
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Whether the alleged breach caused the claimed losses
Albertsons must connect any proven contractual breach to the loss of the merger premium and other damages it seeks. The court will also examine the competing account that Albertsons’ actions, and C&S’s role, undermined approval efforts.
Whether the fee and other damages are contractually available
Even if a breach is established, the parties disagree over the $600 million termination fee and the scope of any further recovery. The final amount could therefore be lower than Albertsons’ demand, limited to a contractual remedy, or rejected if the court finds no actionable breach or no legally recoverable loss.
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- To access your card information safely, type the complete website address shown on your Gift Card (MyGift.GiftCardMall.com) directly into your browser's address bar. Don't use search engines or shortened versions of the website address, as these may lead you to fake or fraudulent sites. Do not provide any Gift Card details (example: Card Number) to someone you do not know or trust. If you believe you've reached an illegitimate website, contact cardholder service at 1-888-524-1283. Be cautious of phishing sites, there are a variety of scams in which fraudsters try to trick others into paying with gift cards.
- To report your Lost or Stolen Physical Visa Card, call Customer Service 24/7 at 1 (888) 524-1283 to cancel your Gift Card as soon as you can. You will be asked to provide the Gift Card number and other identifying information.
- Use your Visa Gift Card in the U.S. everywhere Visa debit cards are accepted, including online.
What readers should watch for
- The trial record: Testimony and documents will show how Kroger, Albertsons and C&S handled the FTC challenge.
- The contract language: The meaning of “best efforts” and “any and all actions” will be central to liability.
- Causation evidence: The court must determine who, if anyone, caused the regulatory failure and whether that failure produced the claimed shareholder losses.
- The judgment: Until the court rules, $8 billion and the alternative figure above $9 billion remain requested amounts rather than debts owed by Kroger.
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