Kroger (NYSE: KR) SVP has 868 shares withheld to cover taxes

Rhea-AI Filing Summary

Kroger Co Senior Vice President Victor Remon Smith had a total of 868 shares of common stock withheld in two transactions to cover tax liabilities on restricted stock awards. On March 9, 2026, 396 shares were disposed at $73.37 per share, and on March 10, 2026, 472 shares were disposed at $72.24 per share. After these tax-withholding transactions, he directly owned 21,125 shares of Kroger common stock, including shares held through the company’s employee benefit plans that qualify as tax-conditioned plans.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Victor Remon

Role Senior Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	472	$72.24	$34K
Tax Withholding	Common Stock	396	$73.37	$29K

Holdings After Transaction: Common Stock — 21,125 shares (Direct)

Footnotes (1)

1. Payment of tax liability associated with restricted stock. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
03/09/2026

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		396(1)	D	$73.37	21,597	D
Common Stock	03/10/2026		F		472(1)	D	$72.24	21,125(2)	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.

2. 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.

	/s/ Victor R. Smith, 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 activity did Kroger (KR) disclose for Victor Remon Smith?

Kroger Senior Vice President Victor Remon Smith reported dispositions of 868 common shares to cover tax liabilities on restricted stock. These were tax-withholding events, not open-market sales, and he still directly owns 21,125 Kroger shares following the transactions.

Were the recent Kroger (KR) insider share dispositions open-market sales?

No, the reported dispositions were for tax withholding related to restricted stock, not open-market sales. Shares were delivered to satisfy tax liabilities under compensation plans, a routine administrative event rather than a discretionary decision to sell shares in the market.

How many Kroger (KR) shares does Victor Remon Smith own after the tax withholding?

After the tax-withholding transactions, Victor Remon Smith directly owns 21,125 Kroger common shares. This figure includes shares held through Kroger’s employee benefit plans that are treated as tax-conditioned plans under Rule 16b-3, based on reports from plan trustees.

On what dates did Kroger’s Senior Vice President have shares withheld for taxes?

The tax-withholding share dispositions occurred on March 9, 2026 and March 10, 2026. On those dates, 396 and 472 Kroger common shares, respectively, were delivered to cover tax liabilities associated with restricted stock awards granted as part of compensation.

What prices were used for Kroger (KR) shares withheld for Victor Remon Smith’s taxes?

The tax-withholding dispositions used prices of $73.37 per share on March 9, 2026 and $72.24 per share on March 10, 2026. These values reflect the per-share amounts applied when shares were delivered to satisfy the related restricted stock tax obligations.

How many Kroger (KR) shares were withheld for Victor Remon Smith’s tax liabilities?

A total of 868 Kroger common shares were delivered to cover tax liabilities on restricted stock. This comprised 396 shares on March 9, 2026 and 472 shares on March 10, 2026, as part of routine administration of equity-based compensation awards.