Kroger (NYSE: KR) EVP reports 3,545 shares withheld for tax on awards

Rhea-AI Filing Summary

Kroger Co Executive Vice President Timothy A. Massa reported routine tax-related share dispositions. On March 10, 2026, 1,443 shares of common stock were withheld at $72.2400 per share to cover tax liabilities on restricted stock. On March 9, 2026, 2,102 shares were similarly withheld at $73.3700 per share.

After these transactions, Massa held 115,216 Kroger common shares directly. A separate entry shows an additional 115,000 shares held indirectly by trust. These events reflect tax-withholding mechanisms rather than open-market buying or selling decisions.

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

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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^*

Massa Timothy A

(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		2,102(1)	D	$73.37	116,659	D
Common Stock	03/10/2026		F		1,443(1)	D	$72.24	115,216	D
Common Stock								115,000	I	by trust

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/ Timothy A. Massa, 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 Timothy Massa report?

Timothy Massa reported two tax-withholding dispositions of Kroger common stock tied to restricted stock. On March 9 and 10, 2026, a total of 3,545 shares were delivered to cover associated tax liabilities, rather than through open-market sales or purchases.

How many Kroger (KR) shares were withheld for Timothy Massa’s taxes?

A combined 3,545 Kroger common shares were withheld for taxes. This included 2,102 shares at $73.3700 per share on March 9, 2026, and 1,443 shares at $72.2400 per share on March 10, 2026, related to restricted stock awards.

Does Timothy Massa still hold Kroger (KR) shares after these Form 4 transactions?

Yes. Following the March 10, 2026 tax-withholding disposition, Timothy Massa held 115,216 Kroger common shares directly. A separate holding entry also lists 115,000 Kroger shares held indirectly by trust, reflecting an additional indirect ownership position.

Were Timothy Massa’s Kroger (KR) transactions open-market sales or tax withholdings?

The reported transactions were tax withholdings, not open-market sales. Both entries are coded as “F,” meaning shares were delivered to satisfy tax liabilities associated with restricted stock, rather than sold based on discretionary trading decisions in the open market.

What do the tax-withholding transactions mean for Kroger (KR) investors?

These entries show routine tax-withholding related to restricted stock, a common administrative event. They do not represent open-market buying or selling, and therefore provide limited insight into Timothy Massa’s views on Kroger’s future share performance or valuation.