Kroger (KR) executive gets stock options, share awards and tax withholding

Rhea-AI Filing Summary

Kroger Co. Group VP & Controller Brian W. Nichols reported routine equity compensation and related tax withholding transactions. On March 12, 2026, he received 9,281 non-qualified stock options exercisable at $74.96 per share, linked to an equal number of underlying common shares, under a long-term incentive plan.

He was also granted 4,637 restricted Kroger common shares that vest in three equal annual installments, plus an additional 921 common shares as awards. To cover tax liabilities on these awards, 461 shares were withheld on March 12, 2026 at $74.96 per share and 755 shares on March 13, 2026 at $75.60 per share. After these transactions, he directly holds 14,239 Kroger common shares and 9,281 stock options.

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^*

Nichols Brian W

(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)
	Group VP & Controller

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2026		A		921(1)	A	$0	10,818	D
Common Stock	03/12/2026		F		461(2)	D	$74.96	10,357	D
Common Stock	03/12/2026		A		4,637(3)	A	$0	14,994	D
Common Stock	03/13/2026		F		755(4)	D	$75.6	14,239	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
Non-Qualified Stock Option	$74.96	03/12/2026		A		9,281		(5)	03/12/2036	Common Stock	9,281	$0	9,281	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/ Brian W. Nichols, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Kroger (KR) executive Brian W. Nichols report?

Brian W. Nichols reported equity compensation grants and related tax withholding. He received stock options and restricted/common shares under Kroger’s long-term incentive plan, and a portion of shares was withheld to pay tax liabilities on these awards.

How many stock options did Brian W. Nichols receive from Kroger (KR)?

He received 9,281 non-qualified stock options tied to Kroger common stock. These options have an exercise price of $74.96 per share and vest in three equal annual installments beginning one year after the grant date, under Kroger’s long-term incentive plan.

What new Kroger (KR) share awards did Brian W. Nichols receive?

Nichols was granted 4,637 restricted Kroger common shares and an additional 921 common shares as part of long-term incentive awards. The restricted shares vest in three equal annual installments, starting one year from the award date, aligning compensation with multi-year performance.

Why were Kroger (KR) shares disposed of in Brian W. Nichols’ Form 4?

The reported dispositions reflect tax-withholding, not open-market sales. Kroger withheld 461 shares at $74.96 and 755 shares at $75.60 per share to pay tax liabilities associated with the stock and restricted share awards, a common administrative mechanism for executives.

How many Kroger (KR) shares does Brian W. Nichols hold after these transactions?

Following the reported transactions, Nichols directly holds 14,239 Kroger common shares. In addition, he holds 9,281 non-qualified stock options granted under the company’s long-term incentive plan, providing further potential future ownership if exercised.

Are Brian W. Nichols’ Kroger (KR) insider transactions routine compensation events?

Yes. The Form 4 shows grants of stock options and restricted/common shares under Kroger’s long-term incentive plan, plus share withholding for taxes. Such awards and tax-withholding dispositions are typically routine elements of executive compensation rather than discretionary open-market trades.