Kroger (KR) EVP Yael Cosset uses 5,135 shares to cover tax on stock

Rhea-AI Filing Summary

Kroger Co Executive Vice President Yael Cosset reported routine share dispositions to cover taxes tied to equity compensation. On March 10, Cosset had 2,163 shares of common stock disposed at $72.24 per share, and on March 9, another 2,972 shares at $73.37 per share. Both transactions are coded as tax-withholding events, described as payment of tax liability associated with restricted stock, rather than open-market sales. After these transactions, Cosset directly held 133,989 Kroger common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider COSSET YAEL

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,163	$72.24	$156K
Tax Withholding	Common Stock	2,972	$73.37	$218K

Holdings After Transaction: Common Stock — 133,989 shares (Direct)

Footnotes (1)

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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^*

COSSET YAEL

(Last) (First) (Middle)

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)
	Executive 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		2,972(1)	D	$73.37	136,152	D
Common Stock	03/10/2026		F		2,163(1)	D	$72.24	133,989	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.

	/s/ Yael Cosset, 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 transactions did Kroger (KR) executive Yael Cosset report?

Yael Cosset reported two tax-related share dispositions totaling 5,135 Kroger common shares. The transactions occurred on March 9 and March 10 and were used to pay tax liabilities associated with restricted stock, rather than discretionary open-market sales.

Were Yael Cosset’s Kroger (KR) share transactions open-market sales?

No, the Form 4 shows both transactions as tax-withholding dispositions. A footnote states they were payments of tax liability associated with restricted stock, meaning shares were withheld for taxes instead of being sold in open-market trades.

How many Kroger (KR) shares were used for Yael Cosset’s tax withholding?

A total of 5,135 Kroger common shares were used for tax withholding. This includes 2,972 shares at $73.37 per share on March 9 and 2,163 shares at $72.24 per share on March 10, according to the Form 4 summary data.

How many Kroger (KR) shares does Yael Cosset hold after these transactions?

After the March tax-withholding dispositions, Yael Cosset directly holds 133,989 Kroger common shares. This figure reflects his remaining position following the reported Form 4 transactions and provides context on the relative size of the tax-related share transfers.

What does the F transaction code mean in Yael Cosset’s Kroger (KR) Form 4?

The F code indicates a disposition to pay tax liability or exercise price by delivering securities. In this case, the filing describes the transfers as payment of tax liability associated with restricted stock, so they represent mandatory tax withholding, not voluntary stock sales.