Kroger Co VP reports tax share withholding

Carin L. Fike, Kroger Co’s Vice President and Treasurer, reported a tax-withholding disposition of 56 shares of common stock on July 15, 2026 at 56.5600 per share to cover tax liability associated with restricted stock.

Rhea-AI Filing Summary

Carin L. Fike, Kroger Co’s Vice President and Treasurer, reported a tax-withholding disposition of 56 shares of common stock on July 15, 2026 at 56.5600 per share to cover tax liability associated with restricted stock. After this transaction, she directly holds 50,683.0540 shares and indirectly holds 4,006.0000 shares through her spouse.

Footnote disclosure adds that between January 1 and June 30, 2026, she acquired 53.256 shares of Kroger common stock through employee benefit plans that are deemed to be tax-conditioned plans under Rule 16b-3.

Insider Trade Summary

Tax Withholding: 56 shares

Tax Withholding 2 txns

Insider FIKE CARIN L

Role Vice President and Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	56	$56.56	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,683.054 shares (Direct); Common Stock — 4,006 shares (Indirect, by spouse)

Footnotes (2)

1. F1. Payment of tax liability associated with restricted stock.
2. F2. Between January 1, 2026 and June 30, 2026, the reporting person acquired 53.256 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.

Key Figures

Tax-withholding shares: 56.0000 shares Tax-withholding price per share: 56.5600 Direct holdings after transaction: 50683.0540 shares +2 more

5 metrics

Tax-withholding shares 56.0000 shares Shares withheld on July 15, 2026 to pay tax liability associated with restricted stock

Tax-withholding price per share 56.5600 Price per share used for the 56-share tax-withholding disposition

Direct holdings after transaction 50683.0540 shares Common stock directly owned by Carin L. Fike following the July 15, 2026 transaction

Indirect holdings by spouse 4006.0000 shares Common stock indirectly owned through spouse as of July 15, 2026

Shares acquired via employee benefit plans 53.256 shares Shares acquired between January 1 and June 30, 2026 in Kroger employee benefit plans

Key Terms

restricted stock, employee benefit plans, tax-conditioned plans, Rule 16b-3

4 terms

restricted stock financial

"Payment of tax liability associated with restricted stock."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

employee benefit plans financial

"acquired 53.256 shares of Kroger common stock in the Company's employee benefit plans"

tax-conditioned plans financial

"plans that are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3"

Rule 16b-3 financial

"deemed to be "tax-conditioned plans" pursuant to Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

What insider transaction did Kroger (KR) report for Carin L. Fike on July 15, 2026?

Kroger (KR) reported that Carin L. Fike had 56 shares of common stock withheld at 56.5600 per share to cover tax liability on restricted stock. This is recorded as a tax-withholding disposition, not an open-market sale, and reflects routine compensation-related activity.

How many Kroger (KR) shares does Carin L. Fike hold after the reported transaction?

After the July 15, 2026 transaction, Carin L. Fike directly holds 50,683.0540 shares of Kroger (KR) common stock. She also indirectly holds an additional 4,006.0000 shares through her spouse, giving her a combined reported exposure of more than fifty-four thousand Kroger shares.

Was the Kroger (KR) Form 4 transaction an open-market sale by Carin L. Fike?

No. The Form 4 for Kroger (KR) shows a code F transaction, meaning 56 shares were withheld to pay tax liability associated with restricted stock. This represents a compensation-related tax withholding, not a discretionary open-market sale of Kroger shares.

What does the Kroger (KR) Form 4 say about Carin L. Fike’s employee benefit plan acquisitions?

The Form 4 notes that between January 1 and June 30, 2026, Carin L. Fike acquired 53.256 shares of Kroger (KR) common stock through employee benefit plans. These holdings are treated as coming from tax-conditioned plans under Rule 16b-3, based on information from plan trustees.

How are indirect holdings reported for Carin L. Fike in Kroger (KR)’s Form 4?

Kroger (KR)’s Form 4 shows an indirect holding of 4,006.0000 shares of common stock held "by spouse". This indicates the shares are owned by her spouse but are reportable as indirect beneficial ownership associated with Carin L. Fike.

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Available on EDGAR 07/16/2026 - 12:21 PM Accepted by SEC EDGAR 07/16/2026 - 12:21 PM Learn about SEC filing dates

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^*

FIKE CARIN L

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/15/2026		F		56(1)	D	$56.56	50,683.054(2)	D
Common Stock								4,006	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 January 1, 2026 and June 30, 2026, the reporting person acquired 53.256 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	07/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)