Kroger (KR) EVP Timothy Massa granted stock, options and withholds shares for taxes

Rhea-AI Filing Summary

Kroger Co. Executive Vice President Timothy A. Massa reported routine equity compensation activity. On March 12, 2026, he received 10,270 shares of Common Stock and a separate 20,011-share restricted stock award under Kroger’s long-term incentive plan, with restrictions lapsing over three years.

He was also granted 45,270 Non-Qualified Stock Options exercisable for Common Stock at $74.96 per share, expiring on March 12, 2036. To cover tax liabilities tied to these awards, 4,509 shares were disposed of on March 12 at $74.96 per share and 5,676 shares on March 13 at $75.60 per share, both characterized as tax-withholding dispositions rather than open-market sales.

Following these transactions, Massa directly holds 135,312 shares of Kroger Common Stock and 45,270 stock options, and there is an additional 115,000-share indirect holding by trust reported as of March 12.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Massa Timothy A

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	5,676	$75.60	$429K
Grant/Award	Non-Qualified Stock Option	45,270	$0.00	--
Grant/Award	Common Stock	10,270	$0.00	--
Tax Withholding	Common Stock	4,509	$74.96	$338K
Grant/Award	Common Stock	20,011	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 135,312 shares (Direct); Non-Qualified Stock Option — 45,270 shares (Direct); Common Stock — 115,000 shares (Indirect, by trust)

Footnotes (1)

1. Shares awarded pursuant to a long-term incentive plan of The Kroger Co. Payment of tax liability associated with share award. Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a three-year period, at the rate of 33% per year commencing one year from the date of the award. Payment of tax liability associated with restricted stock. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period at the rate of 33% per year commencing one year after the date of the grant.

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
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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^*

Massa Timothy A

(Last) (First) (Middle)

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		A		10,270(1)	A	$0	125,486	D
Common Stock	03/12/2026		F		4,509(2)	D	$74.96	120,977	D
Common Stock	03/12/2026		A		20,011(3)	A	$0	140,988	D
Common Stock	03/13/2026		F		5,676(4)	D	$75.6	135,312	D
Common Stock								115,000	I	by trust

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
Non-Qualified Stock Option	$74.96	03/12/2026		A		45,270		(5)	03/12/2036	Common Stock	45,270	$0	45,270	D

Explanation of Responses:

1. Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

2. Payment of tax liability associated with share award.

3. Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a three-year period, at the rate of 33% per year commencing one year from the date of the award.

4. Payment of tax liability associated with restricted stock.

5. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period at the rate of 33% per year commencing one year after the date of the grant.

	/s/ Timothy A. Massa, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** 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 transactions did Kroger (KR) EVP Timothy Massa report?

Timothy Massa reported equity compensation activity, including grants of Common Stock, restricted stock, and Non-Qualified Stock Options, plus share dispositions for tax withholding. These events reflect routine long-term incentive awards rather than open-market buying or selling of Kroger shares.

How many Kroger (KR) shares did Timothy Massa receive in stock awards?

Massa received 10,270 shares of Common Stock and a separate 20,011-share restricted stock award. The restricted shares were granted under Kroger’s long-term incentive plan, with restrictions scheduled to lapse in equal annual installments over a three-year period following the award date.

What stock options were granted to Kroger (KR) EVP Timothy Massa?

He was granted 45,270 Non-Qualified Stock Options on March 12, 2026, with an exercise price of $74.96 per share. These options were issued under Kroger’s long-term incentive plan and vest in three equal annual installments, expiring on March 12, 2036.

Were Timothy Massa’s Kroger (KR) share disposals open-market sales?

The filing classifies the disposals as tax-withholding transactions, not open-market sales. Specifically, 4,509 shares at $74.96 and 5,676 shares at $75.60 were delivered to satisfy tax liabilities associated with share and restricted stock awards granted under Kroger’s long-term incentive plan.

How many Kroger (KR) shares does Timothy Massa hold after these transactions?

After the reported transactions, Massa directly holds 135,312 shares of Kroger Common Stock and 45,270 stock options. The filing also reports an indirect holding of 115,000 shares by a trust as of March 12, 2026, providing additional context on his overall reported exposure.

How do Timothy Massa’s restricted Kroger (KR) shares vest over time?

The restricted stock award of 20,011 Kroger shares vests in equal annual installments. Restrictions lapse at a rate of 33% per year over three years, beginning one year from the award date, aligning the long-term incentive plan with multi-year performance and retention objectives.