Kroger (NYSE: KR) EVP receives new stock awards and 50,702 options

Rhea-AI Filing Summary

Kroger Co Executive Vice President Yael Cosset reported compensation-related equity activity, mainly new awards and tax-related share withholdings. On March 12, 2026, Cosset received 50,702 non-qualified stock options with an exercise price of $74.96, vesting in three equal annual installments and expiring in 2036. The same day, Cosset was granted 14,549 and 22,412 shares of common stock under Kroger’s long-term incentive plan, with restricted shares scheduled to lapse in equal annual installments over three years. To cover tax liabilities tied to these awards and restricted stock, the filing shows tax-withholding dispositions of 6,388 shares at $74.96 and 6,694 shares at $75.60 per share. Following these transactions, Cosset directly holds 157,868 shares of Kroger common stock.

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^*

COSSET YAEL

(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)
	Executive Vice President

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		14,549(1)	A	$0	148,538	D
Common Stock	03/12/2026		F		6,388(2)	D	$74.96	142,150	D
Common Stock	03/12/2026		A		22,412(3)	A	$0	164,562	D
Common Stock	03/13/2026		F		6,694(4)	D	$75.6	157,868	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
Non-Qualified Stock Option	$74.96	03/12/2026		A		50,702		(5)	03/12/2036	Common Stock	50,702	$0	50,702	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. 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/ Yael Cosset, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What did Kroger (KR) Executive Vice President Yael Cosset receive in this Form 4 filing?

Yael Cosset received equity compensation consisting of stock options and common shares. The filing reports 50,702 non-qualified stock options and multiple stock awards under Kroger’s long-term incentive plan, reflecting routine executive compensation rather than open-market purchases.

How many stock options were granted to Kroger (KR) EVP Yael Cosset?

The filing shows a grant of 50,702 non-qualified stock options. These options have an exercise price of $74.96 per share, vest in three equal annual installments, and expire in 2036 as part of Kroger’s long-term incentive compensation structure.

What common stock awards did Yael Cosset report in Kroger (KR) Form 4?

Cosset reported common stock grants of 14,549 shares and 22,412 shares. These awards were made under Kroger’s long-term incentive plan, with restricted shares scheduled to have their restrictions lapse in equal annual installments over a three-year period.

Were any Kroger (KR) shares sold by Yael Cosset in the open market?

The Form 4 reports dispositions coded as tax-withholding events, not open-market sales. Specifically, 6,388 shares at $74.96 and 6,694 shares at $75.60 were delivered to satisfy tax liabilities associated with share awards and restricted stock.

How many Kroger (KR) shares does Yael Cosset own after these transactions?

After the reported awards and tax-withholding dispositions, Cosset directly holds 157,868 shares of Kroger common stock. This post-transaction holding figure reflects the balance remaining following the equity grants and related tax payments listed in the Form 4.

What do the footnotes reveal about Yael Cosset’s Kroger (KR) equity awards?

The footnotes state that the stock and option awards were granted under Kroger’s long-term incentive plan. They clarify that restrictions on certain restricted shares lapse over three years and that some share dispositions were payments of tax liabilities tied to these awards.