Kroger (NYSE: KR) SVP granted stock, options and withholds shares for taxes

Rhea-AI Filing Summary

Kroger Co. Senior Vice President Joseph Michael Kelley reported routine equity compensation activity. On March 12, 2026, he received 14,487 non-qualified stock options with an exercise price of $74.96 per share, expiring on March 12, 2036, covering an equal number of common shares.

He was also awarded common stock grants totaling 9,345 shares on the same date under Kroger’s long-term incentive plans, including restricted stock that vests in roughly 33% annual installments over three years. To cover tax liabilities associated with these awards, the filing shows tax-withholding dispositions of 1,292 shares on March 12 at $74.96 per share and 782 shares on March 13 at $75.60 per share, described as payments of tax liability rather than open-market sales.

After these transactions, Kelley directly owns 45,840.445 shares of Kroger common stock, including shares held through employee benefit plans deemed tax-conditioned under Rule 16b-3.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Kelley Joseph Michael

Role Senior Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	782	$75.60	$59K
Grant/Award	Non-Qualified Stock Option	14,487	$0.00	--
Grant/Award	Common Stock	2,941	$0.00	--
Tax Withholding	Common Stock	1,292	$74.96	$97K
Grant/Award	Common Stock	6,404	$0.00	--

Holdings After Transaction: Common Stock — 45,840.445 shares (Direct); Non-Qualified Stock Option — 14,487 shares (Direct)

Footnotes (1)

1. Shares awarded pursuant to a long-term incentive plan of The Kroger Co. Payment of tax liability associated with share award. 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. Payment of tax liability associated with restricted stock. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
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		2,941(1)	A	$0	41,510.445	D
Common Stock	03/12/2026		F		1,292(2)	D	$74.96	40,218.445	D
Common Stock	03/12/2026		A		6,404(3)	A	$0	46,622.445	D
Common Stock	03/13/2026		F		782(4)	D	$75.6	45,840.445(5)	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		14,487		(6)	03/12/2036	Common Stock	14,487	$0	14,487	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. 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.

6. 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/ Joseph M. Kelley, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** 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).
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FAQ

What insider transactions did Kroger (KR) Senior Vice President Joseph Michael Kelley report?

He reported equity awards and related tax withholding. The filing shows grants of stock options and common shares under Kroger’s long-term incentive plans, plus share dispositions explicitly labeled as payments of tax liabilities tied to those awards.

How many Kroger (KR) stock options were granted to Joseph Michael Kelley?

He received 14,487 non-qualified stock options. These options have an exercise price of $74.96 per share, are tied to 14,487 underlying Kroger common shares, and expire on March 12, 2036 under a long-term incentive plan.

What common stock awards did Kroger (KR) grant to Joseph Michael Kelley?

He was awarded multiple common stock grants totaling 9,345 shares. Footnotes describe restricted stock granted under Kroger’s long-term incentive plan, with restrictions scheduled to lapse in equal annual installments of about 33% per year over three years.

Were Joseph Michael Kelley’s Kroger (KR) share dispositions open-market sales?

The filing characterizes them as tax-withholding dispositions, not open-market sales. Code F transactions for 1,292 and 782 shares are described as payments of tax liability associated with share awards and restricted stock, made by delivering Kroger shares.

How many Kroger (KR) shares does Joseph Michael Kelley own after these transactions?

He directly owns 45,840.445 Kroger common shares after the reported activity. This total includes shares held through company employee benefit plans that are treated as tax-conditioned plans under Rule 16b-3, based on trustee reports.

Do Joseph Michael Kelley’s Kroger (KR) stock options vest over time?

Yes, the option grant vests in installments. Footnotes state these options vest in equal annual installments over three years, at roughly 33% per year, beginning one year after the grant date under Kroger’s long-term incentive plan.