The Kroger Co. (KR) insider granted 96,139 restricted stock units

Rhea-AI Filing Summary

The Kroger Co. chairman and interim CEO reports a new stock award. On 12/19/2025, the officer received 96,139 shares of Kroger common stock as a restricted stock grant under a long-term incentive plan at a price of $0, meaning no cash purchase was required.

After this grant, the officer beneficially owns 281,565 Kroger shares in direct ownership. The filing notes that the restrictions on these restricted stock shares will lapse one year from the award date, at which point they are scheduled to fully vest if plan conditions are met.

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^*

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 and Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		A		96,139(1)	A	$0	281,565	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. Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse one year from the date of the award.

	/s/ Ronald L. Sargent, by Dorothy D. Roberts, Attorney-in-Fact	12/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Kroger (KR) report in this Form 4?

The chairman and interim CEO of The Kroger Co. reported receiving 96,139 shares of restricted common stock on 12/19/2025 as part of a long-term incentive plan.

What type of shares did the Kroger (KR) executive receive?

The executive received restricted stock in Kroger common shares, awarded under a long-term incentive plan of The Kroger Co.

What is the vesting schedule for the new Kroger (KR) restricted stock award?

The filing states that the restrictions on these shares lapse one year from the date of the award, which is 12/19/2025.

How many Kroger (KR) shares does the reporting person own after this transaction?

Following the reported transaction, the chairman and interim CEO beneficially owns 281,565 shares of Kroger common stock in direct ownership.

Did the Kroger (KR) insider pay cash for the restricted stock?

No cash purchase was reported; the Form 4 shows the 96,139 restricted shares with a price of $0, consistent with an equity grant rather than an open-market buy.

What is the reporting person’s relationship to Kroger (KR)?

The individual is identified as an officer of The Kroger Co., serving as Chairman and Interim CEO at the time of the reported transaction.