Kroger (NYSE: KR) SVP uses 1,891 shares to cover restricted stock taxes

Rhea-AI Filing Summary

Kroger Co. Senior Vice President Valerie L. Jabbar reported two dispositions of common stock that were used to cover taxes on restricted stock, not open-market sales. On March 9, 1,083 shares were withheld at $73.37 per share, and on March 10, 808 shares were withheld at $72.24 per share. These transactions satisfied tax liabilities associated with restricted stock, as noted in the footnote, and she continued to directly hold 80,181 shares of Kroger stock after the March 10 transaction.

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^*

Jabbar Valerie 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)
	Senior Vice President

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		1,083(1)	D	$73.37	80,989	D
Common Stock	03/10/2026		F		808(1)	D	$72.24	80,181	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.

	/s/ Valerie L. Jabbar, 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.
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FAQ

What insider transactions did Kroger (KR) executive Valerie L. Jabbar report?

Valerie L. Jabbar reported two share dispositions classified as tax-withholding events, not open-market sales. On March 9 and March 10, Kroger common shares were withheld to pay taxes owed on restricted stock, according to the Form 4 footnote.

How many Kroger shares were used to cover Valerie Jabbar’s tax liabilities?

A total of 1,891 Kroger common shares were used to cover tax liabilities. The Form 4 shows 1,083 shares withheld on March 9 and 808 shares withheld on March 10, all tied to restricted stock tax obligations.

What prices were used for Valerie Jabbar’s Kroger tax-withholding transactions?

The tax-withholding dispositions used market-based share values. On March 9, 1,083 Kroger shares were valued at $73.37 each, and on March 10, 808 shares were valued at $72.24 each, as disclosed in the Form 4 filing.

How many Kroger shares does Valerie L. Jabbar hold after these transactions?

After the March 10 tax-withholding disposition, Valerie L. Jabbar directly holds 80,181 Kroger common shares. This figure reflects her position following the restricted-stock-related share withholding reported in the Form 4.

Were Valerie Jabbar’s Kroger share dispositions open-market sales?

No, the dispositions were not open-market sales. The Form 4 uses transaction code F and a footnote explaining the shares were delivered to satisfy tax liabilities associated with restricted stock grants, rather than discretionary sales in the market.

What does transaction code F mean in Valerie Jabbar’s Kroger Form 4?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability. In this case, the Form 4 footnote clarifies the Kroger shares covered tax obligations tied to restricted stock, rather than representing voluntary selling activity.