Kroger (NYSE: KR) CEO receives new stock option and share grants

Rhea-AI Filing Summary

Kroger Co.’s Chief Executive Officer Gregory S. Foran received new equity awards. He was granted non-qualified stock options covering 108,647 shares of common stock at an exercise price of $74.96 per share, expiring on March 12, 2036.

Foran also received 48,026 shares of restricted common stock. According to the long-term incentive plan terms, both the restricted shares and the options vest in equal annual installments of 33% over three years, beginning one year after the grant date. These are compensation-related awards rather than open-market purchases.

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^*

Foran Gregory S

(Last) (First) (Middle)

C/O 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)

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

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		48,026(1)	A	$0	48,026	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		108,647		(2)	03/12/2036	Common Stock	108,647	$0	108,647	D

Explanation of Responses:

1. 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.

2. 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/ Gregory S. Foran, by Dorothy D. Roberts, Attorney-in-Fact	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Kroger (KR) CEO Gregory Foran receive in this Form 4?

Kroger CEO Gregory Foran received two equity awards: non-qualified stock options on 108,647 shares at an exercise price of $74.96, and a grant of 48,026 restricted common shares. Both awards are part of a long-term incentive plan, not open-market transactions.

How do Gregory Foran’s new Kroger stock options vest?

The non-qualified stock options granted to Gregory Foran vest in three equal annual installments of 33% each. Vesting begins one year after the grant date and continues over a three-year period, aligning his compensation with longer-term company performance and retention incentives.

How do the restricted Kroger (KR) shares granted to Gregory Foran vest?

The 48,026 restricted Kroger shares vest in equal annual installments of 33% over three years. The first installment vests one year from the award date, with the remaining two installments vesting on each of the next two anniversaries, subject to the plan’s terms.

Were Gregory Foran’s Form 4 transactions open-market buys or sales of Kroger stock?

The reported Form 4 transactions are compensation-related grants, not open-market trades. Both the stock options and restricted shares were awarded under Kroger’s long-term incentive plan, with no cash price paid and no shares bought or sold in the market on the transaction date.

What is the exercise price and expiration date of Gregory Foran’s new Kroger options?

Gregory Foran’s non-qualified stock options have an exercise price of $74.96 per share and expire on March 12, 2036. He may choose to exercise them after they vest, subject to the long-term incentive plan’s rules and any remaining service conditions.

How many Kroger shares does Gregory Foran hold after these grants, according to the filing?

After the reported grants, Gregory Foran is shown holding 48,026 shares of Kroger common stock directly from this restricted stock award. The options cover 108,647 underlying shares. These figures reflect the positions reported in this single Form 4, not his full historical ownership.