Kroger (NYSE: KR) SVP Victor Smith details initial stock and option holdings

Rhea-AI Filing Summary

Kroger Co. executive Victor Remon Smith filed an initial ownership report showing his existing equity holdings in the company. As of January 30, 2026, he directly holds several tranches of non-qualified stock options, with post-transaction balances of 3,315, 4,752, 6,270 and 8,539 options, plus 21,993 shares of common stock. Footnotes explain that 3,402 of these shares are held in employee benefit plans and that the options were granted under Kroger’s long-term incentive plan, vesting in equal 25% installments over four years from each grant date. The filing records ownership positions rather than new purchases or sales.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smith Victor Remon

(Last) (First) (Middle)

C/O THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026

3. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,993(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	(2)	03/10/2032	Common Stock	3,315	$57.09	D
Non-Qualified Stock Option	(2)	03/09/2033	Common Stock	4,752	$47.25	D
Non-Qualified Stock Option	(2)	03/14/2034	Common Stock	6,270	$55.51	D
Non-Qualified Stock Option	(2)	03/13/2035	Common Stock	8,539	$66.1	D

Explanation of Responses:

1. The total amount of securities directly owned by the reporting person includes 3,402 shares in the Company's employee benefit plans which are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

2. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the grant.

	/s/ Victor R. Smith	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What does Victor Remon Smith’s Form 3 filing show for Kroger (KR)?

The Form 3 shows Victor Remon Smith’s existing ownership in Kroger, including multiple non-qualified stock option grants and 21,993 shares of common stock. It is an initial disclosure of holdings, not a report of new share purchases or sales.

How many Kroger common shares does Victor Remon Smith directly own?

Victor Remon Smith directly owns 21,993 shares of Kroger common stock as of the reporting date. Footnotes indicate this total includes 3,402 shares held in the company’s employee benefit plans that qualify as tax-conditioned plans under Rule 16b-3.

What stock options are reported by Victor Remon Smith in Kroger (KR)?

The filing lists several non-qualified stock option positions, with post-report balances of 3,315, 4,752, 6,270 and 8,539 options. These options were granted under Kroger’s long-term incentive plan and represent different grants with separate outstanding amounts after the reported date.

How do Victor Remon Smith’s Kroger options vest under the long-term incentive plan?

The non-qualified stock options reported for Kroger vest in equal annual installments of 25% per year over four years. Vesting begins one year from each grant date, meaning full vesting occurs after four years if employment and other conditions are met.

Does Victor Remon Smith’s Form 3 indicate buying or selling Kroger stock?

The Form 3 does not indicate any buying or selling of Kroger securities. It is an initial ownership report that records existing holdings in common stock and non-qualified stock options, without reporting new transactions that change the number of shares or options owned.

What is the significance of the 3,402 Kroger shares in employee benefit plans?

Footnotes explain that 3,402 shares are held in Kroger employee benefit plans considered “tax-conditioned plans” under Rule 16b-3. These shares are included in Victor Remon Smith’s directly owned total, based on information reported by the plans’ trustees.