STOCK TITAN

KROGER CO (NYSE: KR) controller withholds 96 shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kroger Co.'s Group VP & Controller Brian W. Nichols reported a tax-withholding disposition of 96 shares of common stock at $59.31 per share, used to pay tax liability on restricted stock. After this non-market transaction, he holds 14,143 Kroger shares directly.

Positive

  • None.

Negative

  • None.
Insider Nichols Brian W
Role Group VP & Controller
Type Security Shares Price Value
Tax Withholding Common Stock 96 $59.31 $6K
Holdings After Transaction: Common Stock — 14,143 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares delivered for tax withholding 96 shares Common shares delivered on 2026-07-13 to cover tax liability on restricted stock
Transaction price per share $59.31 Reference price per Kroger common share for the tax-withholding disposition
Shares held after transaction 14,143 shares Direct Kroger common stock holdings of Brian W. Nichols following the reported transaction
tax-withholding disposition financial
"Classified as a tax-withholding disposition of common stock."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
restricted stock financial
"Payment of tax liability associated with restricted stock."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
non-derivative financial
"The security title is common stock reported as non-derivative."

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What transaction did Kroger (KR) executive Brian W. Nichols report?

Brian W. Nichols reported a tax-withholding disposition of 96 Kroger common shares. These shares were delivered to cover tax liability associated with restricted stock, rather than sold in the open market, and he continues to hold a direct equity position.

How many Kroger (KR) shares were involved in Brian W. Nichols' Form 4 filing?

The filing reports 96 shares of Kroger common stock delivered as payment for tax obligations on restricted stock. This was a small, compensation-related adjustment to his holdings, not a discretionary buy or sell of a large ownership stake.

At what price were the Kroger (KR) shares valued in Nichols' tax-withholding transaction?

The 96 Kroger shares were valued at $59.31 per share for the tax-withholding disposition. This price is used in the report to quantify the value of stock delivered to satisfy the tax liability tied to his restricted stock award.

How many Kroger (KR) shares does Brian W. Nichols hold after the reported transaction?

Following the tax-withholding disposition, Brian W. Nichols holds 14,143 shares of Kroger common stock directly. This figure reflects his remaining ownership after 96 shares were delivered to cover taxes on his restricted stock compensation.

Was Brian W. Nichols' Kroger (KR) transaction an open-market sale or a tax payment?

The transaction was a tax payment using shares, not an open-market sale. The filing describes it as payment of tax liability associated with restricted stock, classified as a tax-withholding disposition of common stock rather than a voluntary sale into the market.
SEC Form 4
FORM 4UNITED 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*
Nichols Brian W

(Last)(First)(Middle)
THE KROGER CO.
1014 VINE STREET

(Street)
CINCINNATI OHIO 45202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group VP & Controller
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/13/2026F96(1)D$59.3114,143D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Payment of tax liability associated with restricted stock.
/s/ Brian W. Nichols, by Stacey M. Heiser, Attorney-in-Fact07/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)