Kroger (KR) EVP Mary Ellen Adcock granted stock, options and tax-withheld shares

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Rhea-AI Filing Summary

Kroger Co. Executive Vice President Mary Ellen Adcock reported compensation-related stock activity. On March 12, 2026, she received 10,270 shares of common stock and a separate 19,211-share restricted stock award under Kroger’s long-term incentive plan, plus a grant of 43,459 non-qualified stock options exercisable at $74.96 per share expiring on March 12, 2036. On the same date and on March 13, 2026, Kroger withheld a total of 9,691 shares of common stock, valued around $74.96 and $75.60 per share, to cover tax liabilities tied to those awards. After these transactions, Adcock directly owns 199,328 Kroger common shares.

Insider Trade Summary

Net Buyer: 19,790 shares

Net Buy 5 txns

Insider Adcock Mary Ellen

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,182	$75.60	$392K
Grant/Award	Non-Qualified Stock Option	43,459	$0.00	$0.00
Grant/Award	Common Stock	10,270	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,509	$74.96	$338K
Grant/Award	Common Stock	19,211	$0.00	$0.00

Holdings After Transaction: Non-Qualified Stock Option — 43,459 shares (Direct); Common Stock — 199,328 shares (Direct)

Footnotes (5)

F1. Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
F2. Payment of tax liability associated with share award.
F3. 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.
F4. Payment of tax liability associated with restricted stock.
F5. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/16/2026 - 12:45 PM

FAQ

What insider transactions did Kroger (KR) executive Mary Ellen Adcock report?

Mary Ellen Adcock reported stock grants, option awards, and tax-related share withholdings. She received common stock and options under Kroger’s long-term incentive plan, while shares were withheld to pay tax liabilities associated with these awards.

How many Kroger (KR) shares were granted to Mary Ellen Adcock in this Form 4?

Adcock received two common stock awards totaling 29,481 shares. One grant was 10,270 shares and a separate restricted stock award was 19,211 shares, each issued under Kroger’s long-term incentive compensation programs.

What stock options did Mary Ellen Adcock receive from Kroger (KR)?

She received 43,459 non-qualified stock options on Kroger common stock. These options have an exercise price of $74.96 per share, vest in three equal annual installments, and expire on March 12, 2036 under the company’s long-term incentive plan.

Were any of Mary Ellen Adcock’s Kroger (KR) shares sold on the open market?

The filing shows only tax-withholding dispositions, not open-market sales. A total of 9,691 shares were withheld by Kroger to cover tax liabilities linked to stock and restricted stock awards reported in this Form 4.

How many Kroger (KR) shares does Mary Ellen Adcock hold after these transactions?

Following the reported grants and tax withholdings, Adcock directly owns 199,328 shares of Kroger common stock. This figure reflects her updated direct holding after all compensation awards and related tax-withholding dispositions.

How do the restricted Kroger (KR) shares in this filing vest for Mary Ellen Adcock?

The restricted stock award of 19,211 shares vests over three years. The restrictions lapse in equal annual installments of 33% per year, beginning one year after the grant date under Kroger’s long-term incentive plan.

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^*

Adcock Mary Ellen

(Last)

(First)

(Middle)

THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2026		A		10,270⁽¹⁾	A	$0	189,808	D
Common Stock	03/12/2026		F		4,509⁽²⁾	D	$74.96	185,299	D
Common Stock	03/12/2026		A		19,211⁽³⁾	A	$0	204,510	D
Common Stock	03/13/2026		F		5,182⁽⁴⁾	D	$75.6	199,328	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$74.96	03/12/2026		A		43,459		⁽⁵⁾	03/12/2036	Common Stock	43,459	$0	43,459	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/ Mary Ellen Adcock, 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.

Source: View Original Filing on SEC EDGAR