Were Megan N. Shaffer’s Kroger (KR) share dispositions open-market sales?

The filing classifies both dispositions as payments of tax liability, not open-market sales. A total of 1,641 shares were delivered at prices of $74.96 and $75.60 per share to cover taxes associated with stock awards and restricted stock, according to the transaction descriptions and footnotes.

Kroger (KR) Group VP granted stock, options and tax-withheld shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kroger Co. Group Vice President Megan N. Shaffer reported routine equity compensation activity and related tax withholding. On March 12, 2026, she received grants of 3,002 shares of Common Stock and 1,157 additional Common Stock shares, plus a Non-Qualified Stock Option for 6,791 shares of Common Stock at an exercise price of $74.96 per share, expiring on March 12, 2036, all under Kroger’s long-term incentive plan.

To cover tax liabilities tied to these awards, 529 shares were disposed of on March 12, 2026 at $74.96 per share and 1,112 shares on March 13, 2026 at $75.60 per share, described as payments of tax liability rather than open-market sales. After these transactions, she directly owned 32,673 Common Stock shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Shaffer Megan N.

Role Group Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,112	$75.60	$84K
Grant/Award	Non-Qualified Stock Option	6,791	$0.00	--
Grant/Award	Common Stock	1,157	$0.00	--
Tax Withholding	Common Stock	529	$74.96	$40K
Grant/Award	Common Stock	3,002	$0.00	--

Holdings After Transaction: Common Stock — 32,673 shares (Direct); Non-Qualified Stock Option — 6,791 shares (Direct)

Footnotes (1)

Shares awarded pursuant to a long-term incentive plan of The Kroger Co. Payment of tax liability associated with share award. 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. Payment of tax liability associated with restricted stock. 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.

Form 4 Insider Transactions: What Each Field Means →

03/16/2026 - 12:59 PM

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^*

Shaffer Megan N.

(Last)

(First)

(Middle)

C/O THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI

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)
	Group 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2026		A		1,157⁽¹⁾	A	$0	31,312	D
Common Stock	03/12/2026		F		529⁽²⁾	D	$74.96	30,783	D
Common Stock	03/12/2026		A		3,002⁽³⁾	A	$0	33,785	D
Common Stock	03/13/2026		F		1,112⁽⁴⁾	D	$75.6	32,673	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option	$74.96	03/12/2026		A		6,791		⁽⁵⁾	03/12/2036	Common Stock	6,791	$0	6,791	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. 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/ Megan N. Shaffer, 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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Kroger (KR) executive Megan N. Shaffer report?

Megan N. Shaffer reported equity compensation grants and related tax withholding. She received Common Stock awards and a Non-Qualified Stock Option, while shares were disposed of solely to pay tax liabilities tied to these awards, reflecting routine compensation activity rather than open-market trading.

How many Kroger (KR) options were granted to Megan N. Shaffer and at what price?

She received a Non-Qualified Stock Option covering 6,791 shares of Kroger Common Stock at an exercise price of $74.96 per share. The option was granted under the company’s long-term incentive plan and is scheduled to expire on March 12, 2036, subject to its vesting terms.

How many Kroger (KR) shares did Megan N. Shaffer receive as stock awards?

She received two Common Stock awards totaling 4,159 shares: one for 3,002 shares of restricted stock and another for 1,157 additional shares. These were granted under Kroger’s long-term incentive plan, with certain awards vesting in equal annual installments over three years.

How many Kroger (KR) shares does Megan N. Shaffer hold after these transactions?

Following the reported grants and tax-withholding dispositions, Megan N. Shaffer directly owned 32,673 shares of Kroger Common Stock. This figure reflects her updated direct holdings after the equity awards and the share deliveries used to satisfy related tax obligations described in the Form 4.

How do Megan N. Shaffer’s Kroger (KR) restricted stock awards vest?

The restricted stock award of 3,002 Kroger shares vests in equal annual installments. Restrictions lapse over a three-year period at a rate of 33% per year, beginning one year from the award date, as described in the footnotes to the Form 4 filing.