[Form 3] The Kroger Co. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

On 26 June 2025, Kroger Co. (KR) Group Vice President Megan N. Shaffer filed an SEC Form 3, disclosing her initial beneficial ownership.

• Common shares held directly: 28,859.
• Non-qualified stock options: 10 tranches totaling 51,010 underlying shares, with exercise prices ranging from $29.12 to $66.10 and expiration dates between 2030-2035.
• Each option grant vests 25% annually over four years, beginning one year after its grant date.

The filing is a routine insider-ownership disclosure required under Section 16(a) and does not indicate any share purchases or sales. It establishes Shaffer’s equity alignment with shareholders but, by itself, has no direct impact on Kroger’s financial results or valuation.

Insights

Financial Analyst

TL;DR – Routine Form 3 shows new officer holds 28.9k shares plus 51k options; neutral for valuation and sentiment.

This initial ownership statement merely records Megan Shaffer’s existing equity position as she became a Section 16 insider. The 28,859 directly owned shares and sizeable option package illustrate standard executive incentive alignment but involve no transaction that alters share count, cash flow, or governance control. Exercise prices, starting at $29.12 and topping at $66.10, sit near or above recent trading ranges, suggesting performance hurdles. Overall, the disclosure is administrative; it neither signals buying nor selling pressure and therefore carries minimal market impact.

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^*

Shaffer Megan N.

(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)
06/26/2025

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)
	Group 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	28,859	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	(1)	03/12/2030	Common Stock	5,079	$29.12	D
Non-Qualified Stock Option	(1)	09/17/2030	Common Stock	2,028	$32.51	D
Non-Qualified Stock Option	(1)	03/11/2031	Common Stock	4,730	$34.94	D
Non-Qualified Stock Option	(1)	07/14/2031	Common Stock	2,170	$38.32	D
Non-Qualified Stock Option	(1)	03/10/2032	Common Stock	3,603	$57.09	D
Non-Qualified Stock Option	(1)	07/13/2032	Common Stock	1,396	$47.95	D
Non-Qualified Stock Option	(1)	03/09/2033	Common Stock	5,814	$47.25	D
Non-Qualified Stock Option	(1)	07/13/2033	Common Stock	5,773	$47	D
Non-Qualified Stock Option	(1)	03/14/2034	Common Stock	12,459	$55.51	D
Non-Qualified Stock Option	(1)	03/13/2035	Common Stock	7,958	$66.1	D

Explanation of Responses:

1. 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/ Megan N. Shaffer	06/30/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Kroger (KR) common shares does Megan N. Shaffer currently own?

According to the Form 3, she directly owns 28,859 Kroger common shares.

What is the total number of Kroger shares underlying Shaffer's stock options?

The filing lists options covering 51,010 shares across 10 separate grants.

What are the exercise price ranges of the disclosed stock options?

Option exercise prices span from $29.12 to $66.10 per share.

When do the earliest and latest option grants disclosed in the Form 3 expire?

The earliest disclosed expiration is 03/12/2030; the latest is 03/13/2035.

Does the Form 3 indicate any recent insider buying or selling of KR shares?

No. The document is an initial ownership statement and reports no transactions.