KR Form 4: Executive Sells 612 Shares to Settle Tax Withholding

Rhea-AI Filing Summary

Valerie L. Jabbar, Senior Vice President of The Kroger Co. (KR), reported a small disposition of common stock tied to tax withholding for restricted shares. The Form 4 shows a disposal of 612 shares at a price of $67.41 per share as a method to satisfy tax liability from vesting restricted stock, leaving 82,072 shares beneficially owned in a direct form. The filing indicates the transaction was executed under a standard tax-withholding arrangement for equity compensation and was reported by an attorney-in-fact on behalf of the reporting person.

Insights

Securities Analyst

TL;DR: Routine insider sale to cover tax on vested restricted stock; immaterial to company valuation.

The reported sale of 612 shares at $67.41 to satisfy tax withholding is a common executive equity-compensation event and does not indicate a change in ownership strategy. The remaining direct stake of 82,072 shares shows continued ownership alignment with shareholders. Transaction size is small relative to typical public-company float, so market impact is negligible.

Corporate Governance Expert

TL;DR: Administrative disposition for tax purposes, consistent with standard governance practices.

This Form 4 documents a disposal explicitly explained as payment of tax liability on restricted stock, consistent with pre-existing compensation terms. The use of an attorney-in-fact to file suggests administrative handling rather than a voluntary sale. No governance red flags or unusual trading codes are present in the disclosure.

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

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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^*

Jabbar Valerie L.

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		612(1)	D	$67.41	82,072	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/ Valerie L. Jabbar, by Dorothy D. Roberts, Attorney-in-Fact	09/16/2025
	** 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 transaction did Valerie L. Jabbar report on the Form 4 for KR?

The report discloses a disposition of 612 shares of Kroger common stock at $67.41 per share.

Why were the shares disposed according to the Form 4?

The filing states the sale was for payment of tax liability associated with restricted stock.

How many Kroger shares does Valerie L. Jabbar beneficially own after the transaction?

The Form 4 reports 82,072 shares beneficially owned following the transaction, held directly.

Was the Form 4 filed jointly or by one reporting person for KR?

The form was filed by one reporting person (individual filing).

Who signed the Form 4 filing for Valerie L. Jabbar?

The filing was submitted by an attorney-in-fact on behalf of Valerie L. Jabbar.