Kroger (KR) executive uses 558 shares to cover restricted stock taxes

Rhea-AI Filing Summary

Kroger Co Group Vice President Megan N. Shaffer reported two tax-related share dispositions of common stock. On March 9, 2026, 370 shares were delivered at $73.37 per share, and on March 10, 2026, 188 shares were delivered at $72.24 per share.

Both transactions are coded as tax-withholding dispositions to pay tax liabilities associated with restricted stock, rather than open-market sales. Following these transactions, Shaffer directly owns 30,155 shares of Kroger common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shaffer Megan N.

Role Group Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	188	$72.24	$14K
Tax Withholding	Common Stock	370	$73.37	$27K

Holdings After Transaction: Common Stock — 30,155 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		F		370(1)	D	$73.37	30,343	D
Common Stock	03/10/2026		F		188(1)	D	$72.24	30,155	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of tax liability associated with restricted stock.

	/s/ Megan N. Shaffer, by Dorothy D. Roberts, Attorney-in-Fact	03/11/2026
	** 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 4 (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

What insider activity did Kroger (KR) report for Megan N. Shaffer?

Kroger reported that Group Vice President Megan N. Shaffer delivered shares of common stock to cover tax liabilities on restricted stock. Two transactions occurred on March 9 and 10, 2026, and are categorized as tax-withholding dispositions rather than open-market trades.

How many Kroger (KR) shares were used for Megan Shaffer’s tax withholding?

Megan Shaffer used a total of 558 Kroger common shares to cover tax obligations on restricted stock. This included 370 shares on March 9, 2026, and 188 shares on March 10, 2026, at prices of $73.37 and $72.24 per share, respectively.

Were Megan Shaffer’s Kroger (KR) transactions open-market sales?

No, the filing classifies Megan Shaffer’s transactions as tax-withholding dispositions, not open-market sales. The Form 4 indicates code F, described as payment of tax liability by delivering securities, with a footnote stating they relate to tax on restricted stock.

How many Kroger (KR) shares does Megan Shaffer hold after these transactions?

After the reported tax-withholding transactions, Megan Shaffer directly holds 30,155 shares of Kroger common stock. This figure is disclosed in the Form 4 as the total shares owned following the March 10, 2026 disposition related to restricted stock tax obligations.

What does transaction code F mean in the Kroger (KR) Form 4 filing?

Transaction code F in this Kroger Form 4 indicates payment of exercise price or tax liability by delivering securities. Here, it reflects shares withheld or delivered to satisfy tax due on restricted stock, rather than a discretionary purchase or sale in the open market.