Kroger (KR) CFO receives option and stock awards, surrenders shares for taxes

Rhea-AI Filing Summary

Kroger Co. Executive Vice President & CFO David John Christopher Kennerley reported routine equity compensation and related tax-withholding transactions. He received 34,405 non-qualified stock options with an exercise price of $74.96 per share that expire on March 12, 2036, plus stock awards totaling 18,386 shares of common stock granted under Kroger’s long-term incentive plans. Footnotes state that portions of these awards are restricted stock that vest in three equal annual installments beginning one year after the award date. To cover tax liabilities on the awards, 9,172 shares of common stock were delivered back to the company through tax-withholding dispositions, including 1,429 shares at $74.96 per share and 7,743 shares at $75.60 per share. After these transactions, Kennerley directly holds 65,738.5308 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^*

Kennerley David John Christopher

(Last) (First) (Middle)

C/O THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNNATI 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 & CFO

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		3,177(1)	A	$0	59,701.5308	D
Common Stock	03/12/2026		F		1,429(2)	D	$74.96	58,272.5308	D
Common Stock	03/12/2026		A		15,209(3)	A	$0	73,481.5308	D
Common Stock	03/13/2026		F		7,743(4)	D	$75.6	65,738.5308	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		34,405		(5)	03/12/2036	Common Stock	34,405	$0	34,405	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/ David Kennerley, 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.
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FAQ

What did Kroger (KR) CFO David Kennerley report in this Form 4?

Kroger’s CFO reported routine equity compensation and tax-withholding entries. He received stock options and common stock awards under long-term incentive plans, and some shares were surrendered to cover related tax liabilities, a standard non-market mechanism.

How many Kroger (KR) stock options did the CFO receive in this filing?

The CFO received 34,405 non-qualified stock options with an exercise price of $74.96 per share. These options were granted under a long-term incentive plan and vest in three equal annual installments starting one year after the grant date.

What common stock awards did Kroger (KR) grant to its CFO?

The CFO was granted 18,386 shares of Kroger common stock as equity awards, including restricted stock. Footnotes explain the restricted shares vest in equal annual installments over three years, beginning one year from the award date, aligning compensation with multi-year performance.

Were any of the Kroger (KR) CFO’s shares sold on the open market?

The filing shows tax-withholding dispositions, not open-market sales. A total of 9,172 shares were delivered to cover tax liabilities associated with stock awards, using SEC code “F,” which indicates payment of tax obligations by surrendering shares back to the issuer.

How many Kroger (KR) shares does the CFO hold after these transactions?

After the reported grants and tax-withholding entries, the CFO directly holds 65,738.5308 shares of Kroger common stock. This figure reflects his updated direct ownership position following all Form 4 transactions included in this filing.

When do the Kroger (KR) stock options granted to the CFO expire and how do they vest?

The 34,405 non-qualified stock options expire on March 12, 2036. Footnotes state they vest in three equal annual installments at a rate of 33% per year, beginning one year after the grant date under the company’s long-term incentive plan.