[144] The Kroger Co. SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: An unidentified stakeholder of The Kroger Co. (KR) has filed a Form 144 indicating an intent to sell up to 26,814 common shares through Fidelity Brokerage Services on or about 11 July 2025. The proposed sale represents roughly 0.004 % of Kroger’s 661.2 million shares outstanding and carries an aggregate market value of US$1.89 million.

Source of shares: All shares were acquired via restricted-stock vesting between 2015 and 2023 as part of compensation agreements with the issuer. No other share sales have been reported by the filer in the past three months.

Key takeaways for investors:

• The filing signals a modest insider-initiated liquidity event rather than a major divestment.
• The absence of additional recent sales and the small percentage of total shares outstanding limit the potential market impact.
• No material adverse information is asserted by the filer, as certified in the Form 144 representation.

Insights

Sell-Side Equity Analyst

TL;DR: Small insider Form 144 (26.8k shares, $1.9 m) – negligible dilution or signaling risk for KR investors.

The proposed sale amounts to four one-thousandths of a percent of Kroger’s float, far below any threshold likely to pressure share price or alter ownership structure. Because the stock was earned via long-term compensation plans, the transaction looks like routine diversification, not a strategic exit. With no accompanying operational disclosures, I view the filing as administratively neutral.

Corporate Governance Specialist

TL;DR: Routine Rule 144 notice; governance implications minimal.

The form contains all required attestations, including the statement that the filer possesses no undisclosed material information. There are no signs of aggregation triggers or past-period sales. From a governance standpoint, the process adheres to Rule 144 and 10b5-1 safeguards, so I assign a neutral impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	26814	1890405.80	661155838	07/11/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/15/2015	Restricted Stock Vesting	Issuer			4320	07/15/2015	Compensation
Common	07/13/2016	Restricted Stock Vesting	Issuer			4413	07/13/2016	Compensation
Common	07/15/2020	Restricted Stock Vesting	Issuer			5111	07/15/2020	Compensation
Common	07/14/2021	Restricted Stock Vesting	Issuer			4859	07/14/2021	Compensation
Common	07/13/2022	Restricted Stock Vesting	Issuer			3887	07/13/2022	Compensation
Common	07/13/2023	Restricted Stock Vesting	Issuer			4224	07/13/2023	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did The Kroger Co. (KR) insider file a Form 144?

The filer plans to sell 26,814 common shares under Rule 144, requiring advance notice to the SEC and the market.

How large is the planned Kroger share sale?

The notice covers 26,814 shares worth about US$1.89 million, or roughly 0.004 % of shares outstanding.

When is the Kroger insider expected to sell the shares?

The approximate sale date disclosed is 11 July 2025.

How were the shares originally acquired by the insider?

All shares originated from restricted-stock vesting events between 2015 and 2023 as part of compensation.

Does the Form 144 mention recent prior sales by the filer?

No. The section on securities sold in the past three months states "Nothing to Report".

Which broker will handle the KR share sale?

Fidelity Brokerage Services LLC, Smithfield, RI, is listed as the executing broker.