KROGER CO (KR) VP receives stock, options amid tax-withheld shares

Rhea-AI Filing Summary

KROGER CO Vice President and Treasurer Carin L. Fike reported routine equity compensation and related tax withholding transactions. On March 12, 2026, she was granted 992 shares of common stock, 1,201 restricted shares, and 2,717 non-qualified stock options exercisable at $74.96 per share, all under a long-term incentive plan. Footnotes state the restricted shares vest in three equal annual installments and the options also vest in three annual installments beginning one year from grant. To cover tax liabilities tied to these awards, 340 common shares were withheld on March 12 and a further 186 directly held shares and 241 spouse-held shares were withheld on March 13, 2026. After these transactions, Fike directly owned 50,685.798 common shares and indirectly held 4,006 shares through her spouse, in addition to the newly granted options.

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^*

FIKE CARIN 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)
	Vice President and Treasurer

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		992(1)	A	$0	50,010.798	D
Common Stock	03/12/2026		F		340(2)	D	$74.96	49,670.798	D
Common Stock	03/12/2026		A		1,201(3)	A	$0	50,871.798	D
Common Stock	03/13/2026		F		186(4)	D	$75.6	50,685.798(5)	D
Common Stock	03/12/2026		A		1,001(3)	A	$0	4,247	I	by spouse
Common Stock	03/13/2026		F		241(4)	D	$75.6	4,006	I	by spouse

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		2,717		(6)	03/12/2036	Common Stock	2,717	$0	2,717	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. The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

6. 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/ Carin L. Fike, 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 insider transactions did Kroger (KR) report for Carin L. Fike?

Kroger reported equity grants and tax-related share withholdings for Vice President and Treasurer Carin L. Fike. She received common stock, restricted stock, and stock options, while several small share blocks were delivered to cover associated tax liabilities.

How many Kroger shares were granted to Carin L. Fike in this Form 4?

Carin L. Fike received 992 shares of common stock and 1,201 restricted shares on March 12, 2026. These awards were made under Kroger’s long-term incentive plan and are part of her ongoing equity-based compensation package from the company.

What stock options did Carin L. Fike receive from Kroger (KR)?

She was granted 2,717 non-qualified stock options on March 12, 2026, with an exercise price of $74.96 per share. The options were issued under Kroger’s long-term incentive plan and vest in three equal annual installments starting one year after grant.

Why were Kroger shares disposed of in Carin L. Fike’s Form 4?

The share dispositions reflect tax-withholding transactions rather than open-market sales. Shares were delivered to pay tax liabilities associated with stock and restricted stock awards, including 340 shares on March 12 and additional direct and spouse-held shares on March 13, 2026.

What are Carin L. Fike’s Kroger share holdings after these transactions?

Following the reported transactions, Carin L. Fike directly held 50,685.798 Kroger common shares and indirectly held 4,006 shares through her spouse. She also held 2,717 newly granted non-qualified stock options tied to Kroger common stock under the company’s long-term incentive plan.

How do Kroger’s restricted stock awards to Carin L. Fike vest over time?

The restricted stock awarded to Carin L. Fike vests in three equal annual installments. Vesting occurs at a rate of 33% per year, beginning one year from the award date, aligning her long-term incentives with Kroger’s ongoing performance and shareholder interests.