Kroger (KR) Group VP Nichols logs tax-withheld shares on Form 4

Rhea-AI Filing Summary

Kroger Co executive Brian W. Nichols, Group VP & Controller, reported routine share dispositions tied to tax withholding rather than market sales. On March 9, 2026 and March 10, 2026, a total of 361 shares of common stock were withheld at prices of $73.37 and $72.24 per share to cover tax liabilities associated with restricted stock. After these transactions, Nichols directly holds 9,897 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^*

Nichols Brian W

(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)
	Group VP & Controller

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		213(1)	D	$73.37	10,045	D
Common Stock	03/10/2026		F		148(1)	D	$72.24	9,897	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/ Brian W. Nichols, 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).
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FAQ

What did Kroger (KR) executive Brian W. Nichols report in this Form 4?

Brian W. Nichols reported share dispositions used to pay taxes on restricted stock. Two transactions on March 9 and 10, 2026 involved Kroger common shares withheld by the company, rather than open-market sales, as part of standard equity compensation tax handling.

How many Kroger (KR) shares were involved in Nichols’ tax-withholding transactions?

A total of 361 Kroger common shares were used for tax withholding. The Form 4 shows 213 shares on March 9, 2026 and 148 shares on March 10, 2026, all designated as payment of tax liability associated with restricted stock.

At what prices were the Kroger (KR) shares valued for Nichols’ tax-withholding?

The withheld Kroger shares were valued at $73.37 and $72.24 per share. These amounts represent the fair market values used to calculate shares needed to satisfy Nichols’ tax obligations on recently vested restricted stock awards.

Does Nichols’ Form 4 indicate open-market buying or selling of Kroger (KR) stock?

The Form 4 does not show open-market buying or selling. Instead, it records F-code transactions, which are share dispositions used to pay tax liabilities on equity awards, meaning the shares were withheld by Kroger rather than traded on the market.

How many Kroger (KR) shares does Brian W. Nichols hold after these transactions?

After the reported tax-withholding dispositions, Nichols directly holds 9,897 Kroger common shares. This post-transaction balance shown in the Form 4 reflects his remaining equity position following the restricted stock-related tax payments.

What does the footnote in Nichols’ Kroger (KR) Form 4 explain?

The footnote explains the transactions were payments of tax liability associated with restricted stock. This clarifies that the shares were withheld to satisfy taxes triggered by equity vesting, distinguishing them from discretionary sales or purchases of Kroger stock.