Kroger (KR) EVP Adcock reports 3,557 shares withheld for restricted stock taxes

Rhea-AI Filing Summary

Kroger Co Executive Vice President Mary Ellen Adcock reported routine tax-related share dispositions tied to restricted stock. On March 9, 2026, 2,114 shares of common stock were withheld at $73.37 per share, and on March 10, 2026, 1,443 shares were withheld at $72.24 per share.

These Form 4 entries are coded "F" and described as payment of tax liability associated with restricted stock, rather than open-market sales. After the most recent transaction, Adcock directly holds 179,538 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^*

Adcock Mary Ellen

(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)
03/09/2026

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		2,114(1)	D	$73.37	180,981	D
Common Stock	03/10/2026		F		1,443(1)	D	$72.24	179,538	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/ Mary Ellen Adcock, 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).
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) executive Mary Ellen Adcock report?

Mary Ellen Adcock reported two tax-related share dispositions coded "F". A total of 3,557 Kroger common shares were withheld on March 9 and 10, 2026, to cover tax liabilities associated with restricted stock, rather than representing open-market sales.

How many Kroger (KR) shares were involved in Mary Ellen Adcock’s recent Form 4?

The Form 4 reports 3,557 Kroger common shares used to pay tax liabilities. This includes 2,114 shares withheld at $73.37 on March 9, 2026, and 1,443 shares withheld at $72.24 on March 10, 2026, all coded as tax-withholding dispositions.

Does Mary Ellen Adcock still hold Kroger (KR) shares after these tax withholdings?

Yes. After the March 10, 2026 tax-withholding transaction, Mary Ellen Adcock directly holds 179,538 Kroger common shares. The reported "F" code transactions reduce her position modestly and are linked to restricted stock tax obligations, not discretionary market sales.

What does the "F" transaction code mean in the Kroger (KR) Form 4 filing?

The "F" code indicates payment of an exercise price or tax liability by delivering securities. In this Kroger filing, it reflects shares withheld to satisfy tax obligations on restricted stock, rather than voluntary buying or selling activity in the open market by the executive.

Were Mary Ellen Adcock’s Kroger (KR) transactions open-market sales?

No. Both transactions are classified as tax-withholding dispositions, not open-market sales. The filing describes them as payment of tax liability associated with restricted stock, meaning shares were withheld by the company to cover taxes rather than sold into the market.