Director Mitchell Butier granted 289 Kroger (KR) shares under incentive plan

Rhea-AI Filing Summary

Butier Mitchell R reported acquisition or exercise transactions in this Form 4 filing.

Kroger Co. director Mitchell R. Butier received a grant of 289 shares of Common Stock as part of a long-term incentive plan. The award was recorded at a price of $0.00 per share, reflecting that it was compensation rather than an open-market purchase. Following this grant, Butier directly holds 289 Kroger shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Butier Mitchell R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	289	$0.00	--

Holdings After Transaction: Common Stock — 289 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 289 shares Grant price: $0.00 per share Shares held after grant: 289 shares

3 metrics

Shares granted 289 shares Common Stock award on 2026-06-25

Grant price $0.00 per share Equity compensation, not open-market purchase

Shares held after grant 289 shares Total direct holdings after the award

Key Terms

Common Stock, Grant, award, or other acquisition, long-term incentive plan

3 terms

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

long-term incentive plan financial

"Shares awarded pursuant to a long-term incentive plan of The Kroger Co."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 11:03 AM Accepted by SEC EDGAR 06/26/2026 - 11:02 AM Learn about SEC filing dates

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^*

Butier Mitchell R

(Last) (First) (Middle)

C/O THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/25/2026		A		289(1)	A	$0	289	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.

	/s/ Mitchell R. Butier, by Stacey M. Heiser, Attorney-in-Fact	06/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Kroger (KR) report for Mitchell R. Butier?

Kroger reported that director Mitchell R. Butier received 289 shares of Common Stock as a stock award. The shares were granted as compensation, not bought in the open market, and relate to a company long-term incentive plan.

Was the Kroger (KR) insider transaction a purchase or a grant?

The transaction was a grant, not a purchase. Mitchell R. Butier received 289 shares of Kroger Common Stock at $0.00 per share as part of a long-term incentive plan, reflecting equity-based compensation rather than an open-market buy.

How many Kroger (KR) shares does Mitchell R. Butier hold after this filing?

After the reported grant, Mitchell R. Butier directly holds 289 shares of Kroger Common Stock. This entire position comes from the single 289-share award disclosed as part of the company’s long-term incentive compensation program for directors.

What does the $0.00 price per share mean in this Kroger (KR) Form 4?

The $0.00 price per share indicates the 289 Kroger shares were granted as compensation, not purchased. In equity awards, the insider typically pays no cash price; instead, the company issues shares under its long-term incentive plan.

Is the Kroger (KR) insider transaction part of a long-term incentive plan?

Yes. A footnote states the 289 shares awarded to Mitchell R. Butier were granted under a long-term incentive plan of The Kroger Co. Such plans are common tools to align directors’ interests with long-term shareholder value.