Kroger (NYSE: KR) SVP granted stock, options; shares withheld for taxes

Rhea-AI Filing Summary

Kroger Co. Senior Vice President Valerie L. Jabbar reported compensation-related equity activity. On March 12, 2026, she received 5,135 shares of common stock and 8,005 restricted shares under Kroger’s long-term incentive plan, with the restricted shares vesting in three equal annual installments. She was also granted a non-qualified stock option for 18,108 shares of common stock at an exercise price of $74.96 per share, expiring on March 12, 2036. To cover tax liabilities associated with these awards, 2,255 shares on March 12 and 2,400 shares on March 13, 2026 were withheld and disposed of at prices of $74.96 and $75.60 per share, respectively. After these transactions, she directly owns 88,666 Kroger common shares.

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^*

Jabbar Valerie L.

(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)
	Senior 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		5,135(1)	A	$0	85,316	D
Common Stock	03/12/2026		F		2,255(2)	D	$74.96	83,061	D
Common Stock	03/12/2026		A		8,005(3)	A	$0	91,066	D
Common Stock	03/13/2026		F		2,400(4)	D	$75.6	88,666	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
Non-Qualified Stock Option	$74.96	03/12/2026		A		18,108		(5)	03/12/2036	Common Stock	18,108	$0	18,108	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/ Valerie L. Jabbar, 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 did Kroger (KR) executive Valerie L. Jabbar report in this Form 4?

Valerie L. Jabbar reported receiving stock and option awards plus related tax share withholdings. She was granted common stock, restricted stock, and non-qualified stock options, and had shares withheld to pay taxes tied to those awards under Kroger’s long-term incentive plan.

How many Kroger (KR) shares does Valerie L. Jabbar hold after these transactions?

After the reported transactions, Valerie L. Jabbar directly owns 88,666 Kroger common shares. This figure reflects the impact of the stock and restricted stock awards as well as the shares withheld to satisfy tax liabilities associated with those equity grants.

What stock option grant did Valerie L. Jabbar receive from Kroger (KR)?

She received a non-qualified stock option covering 18,108 Kroger common shares at an exercise price of $74.96 per share. The option was granted under Kroger’s long-term incentive plan and expires on March 12, 2036, with vesting in three equal annual installments.

Were any of Valerie L. Jabbar’s Kroger (KR) shares sold on the open market?

The filing shows tax-withholding dispositions, not open-market sales. A total of 2,255 shares on March 12, 2026 and 2,400 shares on March 13, 2026 were delivered to satisfy tax liabilities associated with her share and restricted stock awards.

How do Valerie L. Jabbar’s Kroger (KR) restricted stock awards vest?

Her restricted stock was awarded under Kroger’s long-term incentive plan and vests over three years. The restrictions lapse in equal annual installments of 33% per year, starting one year from the award date, providing a staggered vesting schedule linked to ongoing service.

What types of equity compensation did Kroger (KR) grant to Valerie L. Jabbar?

She received three forms of equity compensation: unrestricted common stock awards, restricted stock that vests over three years, and non-qualified stock options. All were granted pursuant to Kroger’s long-term incentive plan as part of her executive compensation package.