Kroger (NYSE: KR) VP Megan Shaffer has 466 shares withheld for tax

Q: What insider transaction did Kroger (KR) executive Megan N. Shaffer report?

Megan N. Shaffer reported a tax-withholding disposition of 466 Kroger common shares on July 13, 2026, at $59.31 per share . The shares were used to satisfy tax liability on restricted stock , not sold in an open-market transaction.

Q: How many Kroger (KR) shares were withheld for Megan N. Shaffer’s taxes?

A total of 466 Kroger common shares were withheld for Megan N. Shaffer’s tax obligations. The disposition price was $59.31 per share , and it relates specifically to tax liability associated with restricted stock awards.

Q: Was Megan N. Shaffer’s Kroger (KR) transaction an open-market sale?

No, the transaction was a tax-withholding disposition , not an open-market sale. 466 shares of Kroger common stock were delivered to cover tax liability on restricted stock , a routine administrative event tied to equity compensation.

Q: What role does Megan N. Shaffer hold at Kroger (KR) in this Form 4 filing?

Megan N. Shaffer is identified as a Group Vice President of Kroger Co. In this capacity, she reported a non-derivative tax-withholding disposition of 466 common shares related to the tax treatment of her restricted stock awards.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kroger Co. Group Vice President Megan N. Shaffer reported a tax-withholding disposition of 466 shares of common stock on July 13, 2026, at $59.31 per share. The shares were withheld to pay tax liability associated with restricted stock, and she continues to hold 32,207 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shaffer Megan N.

Role Group Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	466	$59.31	$28K

Holdings After Transaction: Common Stock — 32,207 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 466 shares Disposition price: $59.31 per share Shares held after transaction: 32,207 shares +2 more

5 metrics

Shares withheld for taxes 466 shares Tax-withholding disposition associated with restricted stock

Disposition price $59.31 per share Price used for the 466-share tax-withholding disposition on July 13, 2026

Shares held after transaction 32,207 shares Direct Kroger common stock holdings following the tax-withholding disposition

Tax-withholding shares reported 466 shares TransactionSummary taxWithholdingShares for this Form 4

Transaction date July 13, 2026 Date of the non-derivative tax-withholding disposition

Key Terms

restricted stock, tax-withholding disposition, non-derivative

3 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.

tax-withholding disposition financial

"Reported a tax-withholding disposition of 466 shares of common stock."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

non-derivative financial

"The transaction was reported as a non-derivative common stock entry."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 10:57 AM Accepted by SEC EDGAR 07/14/2026 - 10:56 AM

FAQ

What insider transaction did Kroger (KR) executive Megan N. Shaffer report?

Megan N. Shaffer reported a tax-withholding disposition of 466 Kroger common shares on July 13, 2026, at $59.31 per share. The shares were used to satisfy tax liability on restricted stock, not sold in an open-market transaction.

How many Kroger (KR) shares were withheld for Megan N. Shaffer’s taxes?

A total of 466 Kroger common shares were withheld for Megan N. Shaffer’s tax obligations. The disposition price was $59.31 per share, and it relates specifically to tax liability associated with restricted stock awards.

How many Kroger (KR) shares does Megan N. Shaffer hold after this Form 4?

After the reported tax-withholding transaction, Megan N. Shaffer directly holds 32,207 Kroger common shares. The 466 shares disposed of were withheld to cover taxes on restricted stock and do not represent an open-market sale of her holdings.

Was Megan N. Shaffer’s Kroger (KR) transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. 466 shares of Kroger common stock were delivered to cover tax liability on restricted stock, a routine administrative event tied to equity compensation.

What role does Megan N. Shaffer hold at Kroger (KR) in this Form 4 filing?

Megan N. Shaffer is identified as a Group Vice President of Kroger Co. In this capacity, she reported a non-derivative tax-withholding disposition of 466 common shares related to the tax treatment of her restricted stock awards.

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^*

Shaffer Megan N.

(Last)

(First)

(Middle)

C/O 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)
	Group Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/13/2026		F		466⁽¹⁾	D	$59.31	32,207	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Payment of tax liability associated with restricted stock.

	/s/ Megan N. Shaffer, by Stacey M. Heiser, Attorney-in-Fact	07/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR