Kroger (KR) SVP Joseph M. Kelley reports tax-related share withholding

Rhea-AI Filing Summary

Kroger Co. senior vice president Joseph M. Kelley filed a Form 4 reporting a small change in his ownership of Kroger common stock. On December 9, 2025, 458 shares of common stock were disposed of with transaction code F, which indicates shares were withheld to cover tax obligations, at a price of $62.90 per share. After this tax-related transaction, Kelley directly owned 39,938.025 Kroger shares.

The filing notes that between July 1, 2025 and September 30, 2025, Kelley acquired 12.1040 Kroger shares through the company’s employee benefit plans based on information from plan trustees. These plan shares are included in his directly owned total and are treated as being held in tax-conditioned plans under applicable insider trading rules.

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

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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^*

Kelley Joseph Michael

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		F		458(1)	D	$62.9	39,938.025(2)	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

Explanation of Responses:

1. Payment of tax liability associated with restricted stock.

2. Between July 1, 2025 and September 30, 2025, the reporting person acquired 12.1040 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. 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.

	/s/ Joseph M. Kelley, by Dorothy D. Roberts, Attorney-in-Fact	12/10/2025
	** 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 transaction did Kroger (KR) report for Joseph M. Kelley?

The Form 4 shows that Joseph M. Kelley, a senior vice president of Kroger, had 458 shares of Kroger common stock withheld on December 9, 2025 with transaction code F, which reflects shares used to pay tax liabilities on restricted stock.

How many Kroger (KR) shares does Joseph M. Kelley own after this transaction?

After the reported tax-withholding transaction, Joseph M. Kelley directly beneficially owned 39,938.025 shares of Kroger common stock.

What does transaction code F mean in the Kroger (KR) Form 4 filing?

In this filing, transaction code F indicates a payment of tax liability associated with restricted stock, meaning shares were disposed of to satisfy tax obligations rather than sold in an open-market trade.

Did Joseph M. Kelley acquire additional Kroger (KR) shares through employee benefit plans?

Yes. Between July 1, 2025 and September 30, 2025, he acquired 12.1040 shares of Kroger common stock through the company’s employee benefit plans, according to information from the plan trustees.

Are Kroger (KR) employee benefit plan shares included in Kelley’s reported holdings?

Yes. The total directly owned amount of 39,938.025 shares includes shares held in Kroger’s employee benefit plans that are deemed to be tax-conditioned plans under Rule 16b-3, as reflected in reports from plan trustees.

What is Joseph M. Kelley’s role at Kroger (KR) according to the Form 4?

The Form 4 identifies Joseph M. Kelley as an officer of Kroger, serving in the role of Senior Vice President.