Kroger (NYSE: KR) chairman uses 26,567 shares to pay restricted stock taxes

Rhea-AI Filing Summary

Kroger Co. Chairman of the Board Ronald Sargent reported a tax-related share disposition. On March 13, he used 26,567 shares of common stock, valued at $75.60 per share, to pay tax liability associated with restricted stock. After this withholding, he directly holds 254,998 Kroger shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SARGENT RONALD

Role Chairman of the Board

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	26,567	$75.60	$2.01M

Holdings After Transaction: Common Stock — 254,998 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^*

SARGENT RONALD

(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)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		F		26,567(1)	D	$75.6	254,998	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/ Ronald L. Sargent, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** 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 transaction did Kroger (KR) chairman Ronald Sargent report?

Ronald Sargent reported a tax-withholding disposition of Kroger common stock. He used 26,567 shares to pay tax liability tied to restricted stock, rather than selling shares in the open market. This left him with 254,998 directly held Kroger shares.

How many Kroger (KR) shares were involved in Ronald Sargent’s Form 4 filing?

The Form 4 shows 26,567 Kroger common shares were used for tax withholding. These shares were valued at $75.60 each for the transaction. After this event, Sargent’s direct holdings total 254,998 Kroger common shares according to the filing.

Was Ronald Sargent’s Kroger (KR) transaction an open-market sale?

The transaction was not an open-market sale. It is classified as a tax-withholding disposition, meaning shares were delivered to cover tax liability for restricted stock. This type of event is compensation-related and does not reflect a discretionary market sale.

What is Ronald Sargent’s Kroger (KR) shareholding after the reported transaction?

After the tax-withholding disposition, Ronald Sargent directly holds 254,998 Kroger common shares. This figure comes from the Form 4’s “shares owned following transaction” field. It reflects his remaining direct position after 26,567 shares were used to satisfy tax obligations.

How is the Kroger (KR) insider transaction coded on the Form 4?

The transaction is coded “F” on the Form 4, indicating payment of tax liability by delivering securities. The filing further describes it as a tax-withholding disposition related to restricted stock, not a standard buy or sell of Kroger shares in the market.

What price per share was used in Ronald Sargent’s Kroger (KR) tax-withholding transaction?

The Form 4 reports a price of $75.60 per Kroger share for the tax-withholding transaction. This value is applied to the 26,567 shares delivered to satisfy tax obligations associated with restricted stock awards granted to Ronald Sargent as compensation.