Kroger (KR) EVP Gabriel Arreaga uses 1,591 shares to cover taxes

Rhea-AI Filing Summary

Kroger Co Executive Vice President Gabriel Arreaga reported routine share dispositions related to tax withholding on vested equity awards. On March 9, 907 shares of common stock were delivered at $73.37 per share to cover tax liabilities, leaving 74,311 shares held directly. On March 10, a further 684 shares were delivered at $72.24 per share for the same purpose, leaving 73,627 shares held directly. These Form 4 entries are classified as tax-withholding dispositions rather than open-market sales.

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^*

Arreaga Gabriel

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREEET

(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		907(1)	D	$73.37	74,311	D
Common Stock	03/10/2026		F		684(1)	D	$72.24	73,627	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/ Gabriel Arreaga, 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).
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FAQ

What did Kroger (KR) executive Gabriel Arreaga report in this Form 4?

Gabriel Arreaga reported tax-withholding dispositions of Kroger common stock tied to restricted stock vesting. Shares were delivered to satisfy tax liabilities, while he retained over 73,000 shares in direct ownership after the transactions.

How many Kroger (KR) shares were used for tax withholding by Gabriel Arreaga?

A total of 1,591 Kroger shares were delivered for tax liabilities, including 907 shares on March 9 and 684 shares on March 10. These are classified as tax-withholding dispositions, not open-market sales of stock.

At what prices were Gabriel Arreaga’s Kroger (KR) tax-withholding shares valued?

The tax-withholding shares were valued at $73.37 per share for 907 shares on March 9 and $72.24 per share for 684 shares on March 10, reflecting the stock value used to satisfy tax obligations on restricted stock.

How many Kroger (KR) shares does Gabriel Arreaga hold after these Form 4 transactions?

After the reported tax-withholding dispositions, Gabriel Arreaga holds 73,627 shares of Kroger common stock directly. This follows intermediate ownership of 74,311 shares after the March 9 transaction, demonstrating he retains a substantial equity position.

Do Gabriel Arreaga’s reported Kroger (KR) transactions indicate open-market selling?

No, the transactions are coded “F” for tax-withholding and described as payment of tax liability using shares. This means shares were delivered to cover taxes on restricted stock, rather than discretionary open-market stock sales for portfolio reasons.

What does the footnote in Gabriel Arreaga’s Kroger (KR) Form 4 explain?

The footnote explains the dispositions are a payment of tax liability associated with restricted stock. This clarifies that the reported share transfers are mechanical tax settlements linked to equity compensation, not strategic buying or selling of Kroger stock.