Kroger awards executive 12,769 restricted shares

Restrictions on the award begin to lapse one year after the grant date.

Rhea-AI Filing Summary

Kroger Co. Executive Vice President Emilee F. Demartino acquired 12,769 shares of restricted stock on September 25, 2026, as an award under The Kroger Co.'s long-term incentive plan. Her reported direct holdings after the award were 12,769 shares. Restrictions lapse in equal annual installments at 33% per year over three years.

Insider Trade Summary

Grant/Award: 12,769 shares

Grant/Award 1 txn

Insider DEMARTINO EMILEE F.

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	12,769	$0.00	$0.00

Holdings After Transaction: Common Stock — 12,769 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Restricted shares awarded: 12,769 shares Direct holdings after award: 12,769 shares Annual restrictions lapse: 33% per year +2 more

5 metrics

Restricted shares awarded 12,769 shares September 25, 2026

Direct holdings after award 12,769 shares Reported after the award

Annual restrictions lapse 33% per year Equal annual installments

Restriction period Three years Long-term incentive plan award

First restrictions lapse One year after the award Beginning from the award date

Key Terms

restricted stock, long-term incentive plan, restrictions lapse

3 terms

restricted stock financial

"Restricted stock awarded pursuant to a long-term incentive plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

long-term incentive plan financial

"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.

restrictions lapse financial

"The restrictions on these shares lapse in equal annual installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did KR Executive Vice President Emilee F. Demartino receive?

Kroger Co. Executive Vice President Emilee F. Demartino received 12,769 restricted shares on September 25, 2026, under The Kroger Co.'s long-term incentive plan; her reported direct holdings afterward were 12,769 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/28/2026 - 10:23 AM Accepted by SEC EDGAR 09/28/2026 - 10:22 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^*

DEMARTINO EMILEE F.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2026

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	09/25/2026		A		12,769(1)	A	$0	12,769	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. 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.

	/s/ Emilee F. De Martino, by Stacey M. Heiser, Attorney-in-Fact	09/28/2026
	** 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)