Kroger VP uses shares to pay tax liability

Kroger Co vice president and treasurer Carin L. Fike reported share dispositions used to pay taxes on restricted stock awards.

Accepted by SEC EDGAR 03/11/2026 - 01:49 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Kroger Co vice president and treasurer Carin L. Fike reported share dispositions used to pay taxes on restricted stock awards. On March 9 and 10, 2026, a total of 501 shares of Kroger common stock were delivered for tax liabilities at prices of $73.37 and $72.24 per share.

After these tax-withholding transactions, Fike directly holds 49,018.798 Kroger shares, and her spouse indirectly holds 3,246 shares. These are non‑market, compensation-related events rather than open‑market buying or selling.

Insider Trade Summary

Exercise Price or Tax Liability: 501 shares

Exercise Price or Tax Liability 4 txns

Insider FIKE CARIN L

Role Vice President and Treasurer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	109	$72.24	$8K
Exercise Price or Tax Liability	Common Stock	106	$72.24	$8K
Exercise Price or Tax Liability	Common Stock	158	$73.37	$12K
Exercise Price or Tax Liability	Common Stock	128	$73.37	$9K

Holdings After Transaction: Common Stock — 49,018.798 shares (Direct); Common Stock — 3,246 shares (Indirect, by spouse)

Footnotes (2)

1. F1. Payment of tax liability associated with restricted stock.
2. F2. Between October 1, 2025 and December 31, 2025, the reporting person acquired 25.4040 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.

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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^*

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)
03/09/2026

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	03/09/2026		F		158(1)	D	$73.37	49,127.798	D
Common Stock	03/10/2026		F		109(1)	D	$72.24	49,018.798(2)	D
Common Stock	03/09/2026		F		128(1)	D	$73.37	3,352	I	by spouse
Common Stock	03/10/2026		F		106(1)	D	$72.24	3,246	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

Explanation of Responses:

1. Payment of tax liability associated with restricted stock.

2. Between October 1, 2025 and December 31, 2025, the reporting person acquired 25.4040 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/ Carin L. Fike, by Dorothy D. Roberts, Attorney-in-Fact	03/11/2026
	** 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.