STOCK TITAN

Kroger EVP Adcock sells 72,901 shares after option exercise

Kroger’s Executive Vice President exercised 48,806 options and sold 72,901 shares in open-market trades on September 18, 2026.

(Very High)
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Form Type
4

Rhea-AI Filing Summary

KROGER CO (KR) reported that Executive Vice President Mary Ellen Adcock exercised stock options and sold shares on September 18, 2026. She exercised options covering 48,806 shares of common stock at exercise prices of $34.94 and $38.32 per share, acquiring the corresponding number of Kroger shares. On the same date she sold a total of 72,901 shares of common stock in open-market transactions at weighted average prices of about $60.64–$60.76 per share. The options had been granted under a long-term incentive plan and vested in four equal annual installments. No Rule 10b5-1 trading plan is reported for these transactions.

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Insider Adcock Mary Ellen
Role Executive Vice President
Sold 72,901 shs ($4.43M)
Approx. gross sale proceeds $4.43M
Approx. exercise cost $1.74M
Type Security Shares Price Value
Exercise Non-Qualified Stock Options F4 37,960 $0.00 $0.00
Exercise Non-Qualified Stock Options F4 10,846 $0.00 $0.00
Exercise Common Stock 37,960 $34.94 $1.33M
Exercise Common Stock 10,846 $38.32 $416K
Sale Common Stock F1 37,960 $60.735 $2.31M
Sale Common Stock F2 10,846 $60.642 $658K
Sale Common Stock F3 24,095 $60.681 $1.46M
Holdings After Transaction: Non-Qualified Stock Options — 0 contracts (Direct); Common Stock — 175,233 shares (Direct)
Footnotes (4)
  1. F1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.690 to $60.755, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.630 to $60.690, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  3. F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.660 to $60.690, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
  4. F4. These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the grant.
Options exercised at $34.94 37,960 shares Non-qualified stock options exercised on September 18, 2026 at $34.94 per share
Options exercised at $38.32 10,846 shares Non-qualified stock options exercised on September 18, 2026 at $38.32 per share
Total options exercised 48,806 shares Aggregate shares underlying options exercised on September 18, 2026
Shares sold at $60.735 37,960 shares Open-market sale with weighted average price $60.735; trades between $60.690 and $60.755
Shares sold at $60.642 10,846 shares Open-market sale with weighted average price $60.642; trades between $60.630 and $60.690
Shares sold at $60.681 24,095 shares Open-market sale with weighted average price $60.681; trades between $60.660 and $60.690
Total shares sold 72,901 shares Aggregate Kroger common shares sold on September 18, 2026
Option vesting rate 25% per year Options vested in equal annual installments over four years under a long-term incentive plan
Non-Qualified Stock Options financial
"These options were granted under a long-term incentive plan of The Kroger Co."
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
weighted average price financial
"The price reported is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
long-term incentive plan financial
"These options were granted under 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.
vested in equal annual installments financial
"and vested in equal annual installments over a four-year period"

FAQ

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

What did Kroger (KR) executive Mary Ellen Adcock report in this Form 4?

She reported exercising 48,806 stock options for Kroger common shares and selling 72,901 shares in open-market transactions on September 18, 2026.

How many Kroger (KR) stock options did Mary Ellen Adcock exercise and at what prices?

She exercised options covering 37,960 shares at an exercise price of $34.94 per share and 10,846 shares at an exercise price of $38.32 per share, for a total of 48,806 shares.

How many Kroger (KR) shares did Mary Ellen Adcock sell and at what prices?

She sold a total of 72,901 Kroger shares at weighted average prices of $60.735, $60.642, and $60.681 per share, with underlying trade ranges between roughly $60.63 and $60.76.

Were Mary Ellen Adcock’s Kroger (KR) trades made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions.

What is the vesting schedule of the Kroger (KR) options exercised by Mary Ellen Adcock?

The options were granted under a Kroger long-term incentive plan and vested in equal annual installments over four years at a rate of 25% per year, beginning one year from the grant date.

What kind of transactions are reflected in this Kroger (KR) Form 4 for Mary Ellen Adcock?

The Form 4 reflects option exercises that converted non-qualified stock options into Kroger common shares, followed by open-market sales of those common shares on the same date.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Adcock Mary Ellen

(Last)(First)(Middle)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/18/2026M37,960A$34.94237,288D
Common Stock09/18/2026M10,846A$38.32248,134D
Common Stock09/18/2026S37,960D$60.735(1)210,174D
Common Stock09/18/2026S10,846D$60.642(2)199,328D
Common Stock09/18/2026S24,095D$60.681(3)175,233D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Options$34.9409/18/2026M37,960 (4)03/11/2031Common Stock37,960$00D
Non-Qualified Stock Options$38.3209/18/2026M10,846 (4)07/14/2031Common Stock10,846$00D
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.690 to $60.755, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.630 to $60.690, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.660 to $60.690, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
4. These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the grant.
/s/ Mary Ellen Adcock, by Dorothy D. Roberts, Attorney-in-Fact09/21/2026
** Signature of Reporting PersonDate
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)

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