Kroger (KR) EVP receives stock options, restricted shares and tax withholding

Rhea-AI Filing Summary

Kroger Co. Executive Vice President Vincent George H. reported equity compensation awards and related tax withholding. He received a grant of 17,203 non-qualified stock options exercisable at $74.96 per share, expiring on March 12, 2036. These options vest in equal annual installments over three years, at 33% per year starting one year after the grant date.

He also acquired 7,605 shares of restricted common stock and an additional 850 shares, all awarded under Kroger’s long-term incentive plan. Restrictions on the restricted stock lapse in equal annual installments over three years at 33% per year, commencing one year from the award date. To cover tax liabilities associated with the share awards, 254 shares of common stock were withheld at $74.96 per share. Following these transactions, he directly holds 19,659 shares of common stock and 17,203 stock options from this grant.

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

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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^*

Vincent George H.

(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)
	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		850(1)	A	$0	12,308	D
Common Stock	03/12/2026		F		254(2)	D	$74.96	12,054	D
Common Stock	03/12/2026		A		7,605(3)	A	$0	19,659	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		17,203		(4)	03/12/2036	Common Stock	17,203	$0	17,203	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. 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/ George H. Vincent, 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.
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FAQ

What did Kroger (KR) Executive Vice President Vincent George H. receive in this Form 4 filing?

He received equity compensation awards, not an open-market trade. The filing shows new non-qualified stock options and restricted stock granted under Kroger’s long-term incentive plan, reflecting routine executive compensation rather than a discretionary purchase or sale in the market.

How many stock options were granted to Kroger (KR) executive Vincent George H.?

He was granted 17,203 non-qualified stock options. These options have an exercise price of $74.96 per share, expire on March 12, 2036, and vest in three equal annual installments of 33% per year starting one year after the grant date.

What restricted stock awards did Vincent George H. report in Kroger (KR)’s Form 4?

He reported grants totaling 7,605 shares of restricted common stock plus 850 additional common shares. The restricted shares were awarded under Kroger’s long-term incentive plan and vest in equal 33% annual installments over three years, beginning one year from the award date.

Why were 254 Kroger (KR) shares disposed of in Vincent George H.’s Form 4?

The 254 shares were withheld to pay tax liabilities tied to the share awards. This F-code transaction is a tax-withholding disposition at $74.96 per share, handled by Kroger rather than an open-market sale initiated for portfolio or valuation reasons.

What are Vincent George H.’s holdings after these Kroger (KR) Form 4 transactions?

After the reported transactions, he directly holds 19,659 shares of Kroger common stock. He also holds 17,203 non-qualified stock options from this grant, which vest over three years and are exercisable at an option price of $74.96 per share until March 12, 2036.

Are the Kroger (KR) Form 4 transactions by Vincent George H. open-market buys or sells?

No, they are not open-market trades. The Form 4 reflects equity compensation grants of stock options and restricted shares, along with share withholding for taxes. These are routine compensation and tax events, not discretionary purchases or sales on the open market.