Kroger (NYSE: KR) SVP gets equity awards and withholds shares for taxes

Rhea-AI Filing Summary

Kroger Co. Senior Vice President Victor Remon Smith reported routine equity compensation and related tax withholding transactions. On March 12, he received 19,014 non-qualified stock options with an exercise price of $74.96 per share, expiring on March 12, 2036, plus common stock awards of 2,451 and 9,406 shares granted under Kroger’s long-term incentive plans. The footnotes state these awards vest in three equal annual installments.

To cover tax liabilities associated with these awards, Smith disposed of 725 shares at $74.96 on March 12 and 574 shares at $75.60 on March 13, both described as payments of tax liability rather than market sales. Following these transactions, he directly owns 31,683 shares of Kroger common stock, and holds the newly granted options in addition to those shares.

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^*

Smith Victor Remon

(Last) (First) (Middle)

C/O 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)
	Senior 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		2,451(1)	A	$0	23,576	D
Common Stock	03/12/2026		F		725(2)	D	$74.96	22,851	D
Common Stock	03/12/2026		A		9,406(3)	A	$0	32,257	D
Common Stock	03/13/2026		F		574(4)	D	$75.6	31,683(5)	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		19,014		(6)	03/12/2036	Common Stock	19,014	$0	19,014	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. The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

6. 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/ Victor R. Smith, 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) executive Victor Remon Smith report in this Form 4?

Victor Remon Smith reported new stock option and stock awards plus related tax-withholding share dispositions. The filing shows routine long-term incentive grants and automatic tax payments, not discretionary open-market buying or selling of Kroger common stock.

How many stock options did the Kroger (KR) SVP receive and at what price?

Smith received 19,014 non-qualified stock options with an exercise price of $74.96 per share. These options were granted under Kroger’s long-term incentive plan and are scheduled to vest in three equal annual installments beginning one year after the grant date.

What common stock awards did Victor Remon Smith receive from Kroger (KR)?

Smith received two Kroger common stock awards of 2,451 shares and 9,406 shares. Footnotes describe these as long-term incentive and restricted stock awards, with restrictions scheduled to lapse in equal annual installments over three years from the award date.

Were the Kroger (KR) share dispositions by Victor Remon Smith open-market sales?

The share dispositions were not open-market sales; they were tax-withholding events. Smith delivered 725 shares at $74.96 and 574 shares at $75.60 to pay tax liabilities associated with his stock and restricted stock awards, as described in the filing footnotes.

How many Kroger (KR) shares does Victor Remon Smith hold after these transactions?

After the reported transactions, Smith directly holds 31,683 shares of Kroger common stock. This total includes shares in certain employee benefit plans deemed tax-conditioned plans, according to the footnotes, in addition to the awards reported in this Form 4.

When do Victor Remon Smith’s new Kroger (KR) options and restricted shares vest?

The new options and restricted stock vest in three equal annual installments. Vesting begins one year after the grant date, with approximately 33% of each award vesting each year over a three-year period, as described in the plan-related footnotes.