Kroger (KR) SVP has 1,373 shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

Kroger Co Senior Vice President Joseph Michael Kelley reported routine tax-related share dispositions tied to restricted stock. On March 9 and 10, 2026, a total of 1,373 shares of Kroger common stock were withheld at prices of $73.37 and $72.24 per share to cover tax liabilities, not as open-market sales. After these transactions, he directly owned about 38,569.445 shares of common stock. Footnote disclosure also notes that his holdings include shares in company employee benefit plans, including 4.42 shares acquired between October 1 and December 31, 2025.

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^*

Kelley Joseph Michael

(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		651(1)	D	$73.37	39,291.445	D
Common Stock	03/10/2026		F		722(1)	D	$72.24	38,569.445(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. Between October 1, 2025 and December 31, 2025, the reporting person acquired 4.42 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. 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/ Joseph M. Kelley, 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) report for Joseph Michael Kelley?

Kroger reported that Senior Vice President Joseph Michael Kelley had company shares withheld to cover tax obligations on restricted stock. These were routine tax-withholding dispositions, not open-market sales, and he continued to hold a sizable direct stake in Kroger common stock afterward.

How many Kroger (KR) shares were used for Joseph Kelley’s tax withholding?

A total of 1,373 Kroger common shares were withheld for Joseph Kelley’s tax liabilities. The transactions occurred in two blocks, 651 shares and 722 shares, reflecting payment of taxes associated with restricted stock awards rather than discretionary market sales.

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

The withheld Kroger shares were valued at $73.37 per share for 651 shares and $72.24 per share for 722 shares. These values represent the share prices used to calculate the tax-payment dispositions linked to his restricted stock compensation.

How many Kroger (KR) shares does Joseph Kelley hold after these transactions?

After the reported tax-withholding dispositions, Joseph Kelley directly held about 38,569.445 Kroger common shares. This figure reflects his remaining direct ownership following the routine transfer of shares to satisfy tax liabilities related to restricted stock compensation.

Were Joseph Kelley’s recent Kroger (KR) transactions open-market sales?

No, the transactions were not open-market sales. They were classified as tax-withholding dispositions, meaning Kroger shares were delivered to satisfy tax liabilities associated with restricted stock awards, a standard administrative step in equity compensation.

Do Joseph Kelley’s Kroger (KR) holdings include shares from employee benefit plans?

Yes. Footnote disclosure states his total directly owned Kroger shares include amounts held in company employee benefit plans. It also notes he acquired 4.42 shares through such plans between October 1 and December 31, 2025, based on information from plan trustees.