Kroger (NYSE: KR) EVP gets stock award and pays taxes in shares

Rhea-AI Filing Summary

Kroger Co Executive Vice President Gabriel Arreaga reported routine equity compensation activity. On March 12, 2026, he received 6,504 shares of Kroger common stock at $0.00 per share as a grant under a long‑term incentive plan.

To cover related tax liabilities, 1,906 shares were withheld at $74.96 per share on March 12, 2026 and 3,163 shares were withheld at $75.60 per share on March 13, 2026. These are tax-withholding dispositions, not open‑market sales. After these transactions, Arreaga directly holds 75,062 Kroger shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Arreaga Gabriel

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,163	$75.60	$239K
Grant/Award	Common Stock	6,504	$0.00	--
Tax Withholding	Common Stock	1,906	$74.96	$143K

Holdings After Transaction: Common Stock — 75,062 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. Payment of tax liability associated with restricted stock.

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
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^*

Arreaga Gabriel

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREEET

(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		6,504(1)	A	$0	80,131	D
Common Stock	03/12/2026		F		1,906(2)	D	$74.96	78,225	D
Common Stock	03/13/2026		F		3,163(3)	D	$75.6	75,062	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. Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

2. Payment of tax liability associated with share award.

3. Payment of tax liability associated with restricted stock.

	/s/ Gabriel Arreaga, 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).
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.

FAQ

What insider transactions did Kroger (KR) EVP Gabriel Arreaga report?

Gabriel Arreaga reported a stock grant and related tax withholdings. He received 6,504 Kroger common shares as a long-term incentive award, and 5,069 shares were withheld across two transactions to pay tax liabilities tied to the equity compensation.

Did Kroger (KR) EVP Gabriel Arreaga sell shares in the open market?

No, the Form 4 shows no open-market sales. The two dispositions, totaling 5,069 shares, were tax-withholding events where shares were withheld to cover tax liabilities from a stock award and restricted stock, not discretionary market sales.

How many Kroger (KR) shares did Gabriel Arreaga receive as compensation?

He received 6,504 shares of Kroger common stock as a grant. Footnotes describe this as an award under a long-term incentive plan, reflecting equity-based executive compensation rather than a purchase in the market at a stated share price.

At what prices were Kroger (KR) shares withheld for Gabriel Arreaga’s taxes?

Shares were withheld at two different prices to cover taxes. On March 12, 2026, 1,906 shares were withheld at $74.96 per share, and on March 13, 2026, 3,163 shares were withheld at $75.60 per share, according to the reported transactions.

How many Kroger (KR) shares does Gabriel Arreaga hold after these Form 4 transactions?

Following the reported stock grant and tax withholdings, Gabriel Arreaga directly holds 75,062 shares of Kroger common stock. This post-transaction balance reflects his ongoing equity stake after routine compensation-related adjustments disclosed in the filing.