Kroger Co (NYSE: KR) director receives 3,660-share stock award

Rhea-AI Filing Summary

Sutton Mark S reported acquisition or exercise transactions in this Form 4 filing.

Director Mark S. Sutton of Kroger Co. received a grant of 3,660 shares of common stock on 2026-07-15 at $0.00 per share, awarded under Kroger’s long-term incentive plan. This compensation-related award increased his direct ownership to 46,004 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sutton Mark S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,660	$0.00	--

Holdings After Transaction: Common Stock — 46,004 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 3,660 shares Grant price: $0.00 per share Direct holdings after grant: 46,004 shares

3 metrics

Shares granted 3,660 shares Common stock grant to director on 2026-07-15

Grant price $0.00 per share Equity award under long-term incentive plan

Direct holdings after grant 46,004 shares Mark S. Sutton’s direct Kroger common stock ownership following the award

Key Terms

long-term incentive plan, Common Stock, Grant, award, or other acquisition

3 terms

long-term incentive plan financial

"Shares awarded pursuant to a long-term incentive plan of The Kroger Co."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

Common Stock financial

"security_title: Common Stock in the reported transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 01:01 PM Accepted by SEC EDGAR 07/16/2026 - 01:00 PM Learn about SEC filing dates

FAQ

What insider transaction did Kroger (KR) report for Mark S. Sutton?

Kroger reported that director Mark S. Sutton received a grant of 3,660 common shares on 2026-07-15 at $0.00 per share under a long-term incentive plan, increasing his direct holdings to 46,004 shares of Kroger common stock.

Was the recent Kroger (KR) insider transaction an open-market buy or a stock award?

The transaction was a stock award, not an open-market purchase. Mark S. Sutton received 3,660 shares of Kroger common stock at $0.00 per share as part of a long-term incentive plan, categorized as a grant or award acquisition.

How many Kroger (KR) shares does Mark S. Sutton hold after the latest award?

Following the award, Mark S. Sutton directly holds 46,004 shares of Kroger common stock. This reflects the addition of a 3,660-share grant received on 2026-07-15 under Kroger’s long-term incentive compensation plan.

What does the 3,660-share grant mean for Kroger (KR) director compensation?

The 3,660-share grant to director Mark S. Sutton represents equity-based compensation under Kroger’s long-term incentive plan. Such grants align director interests with shareholders by increasing the director’s direct ownership in Kroger common stock at no purchase cost.

Did Kroger (KR) disclose any sale of shares by Mark S. Sutton in this report?

No sales were reported for Mark S. Sutton in this report. The only disclosed transaction is an acquisition of 3,660 shares of Kroger common stock as a grant or award, bringing his direct holdings to 46,004 shares.

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^*

Sutton Mark S

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		A		3,660(1)	A	$0	46,004	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. Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

	/s/ Mark S. Sutton, 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)