Kroger (KR) VP & Treasurer reports Form 4 tax withholding of 62 shares

Rhea-AI Filing Summary

The Kroger Co. executive reports small stock disposition for tax payment

A Kroger Co. officer, listed as Vice President and Treasurer, reported a routine change in ownership of Kroger common stock. On 12/08/2025, 62 shares of Kroger common stock were disposed of at a price of $63.38 per share under transaction code F, which reflects shares withheld to cover taxes on restricted stock. After this transaction, the reporting person directly owned 49,260.396 Kroger shares and indirectly owned 3,480 shares through a spouse.

The filing notes that between July 1, 2025 and September 30, 2025, the reporting person acquired 24.977 Kroger shares through the company’s employee benefit plans, and that the directly owned total includes shares held in tax-conditioned employee benefit plans as reported by plan trustees.

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

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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^*

FIKE CARIN L

(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)
	Vice President and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

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	12/08/2025		F		62(1)	D	$63.38	49,260.396(2)	D
Common Stock								3,480	I	by spouse

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 July 1, 2025 and September 30, 2025, the reporting person acquired 24.977 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/ Carin L. Fike, by Dorothy D. Roberts, Attorney-in-Fact	12/09/2025
	** 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 transaction did Kroger (KR) report in this Form 4?

The filing reports that a Kroger Vice President and Treasurer disposed of 62 shares of Kroger common stock on 12/08/2025 at $63.38 per share, coded as an F transaction for tax withholding on restricted stock.

How many Kroger (KR) shares does the reporting person own after this transaction?

After the reported transaction, the insider directly owned 49,260.396 shares of Kroger common stock and indirectly owned an additional 3,480 shares through a spouse.

What does transaction code F mean in this Kroger (KR) Form 4?

Transaction code F indicates that 62 shares of Kroger common stock were withheld to pay tax liability associated with restricted stock, rather than being an open-market sale.

Did the Kroger (KR) insider acquire shares through employee benefit plans?

Yes. The filing states that between July 1, 2025 and September 30, 2025, the reporting person acquired 24.977 Kroger common shares through the company’s employee benefit plans.

How are tax-conditioned plan shares treated in this Kroger (KR) ownership report?

The total directly owned amount includes shares in Kroger’s employee benefit plans that are deemed to be tax-conditioned plans under Rule 16b-3, based on reports from plan trustees.

Is this Kroger (KR) Form 4 filed by one or multiple reporting persons?

The Form 4 is marked as filed by one reporting person, who serves as an officer of Kroger with the title Vice President and Treasurer.