[Form 4] The Kroger Co. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview (filed 06/24/2025): Executive Vice President Yael Cosset of The Kroger Co. (KR) reported an option exercise and related share sale executed on 06/23/2025.

Key transaction details

• Option exercise (Code M): 71,224 non-qualified stock options were exercised at an exercise price of $29.12. These options were granted under Kroger’s long-term incentive plan and had vested 25% annually over four years.
• Open-market sale (Code S): The same 71,224 shares were immediately sold at a weighted-average price of $73.487 (range: $73.39 – $73.73). The reporting person undertakes to provide the detailed breakdown on request.

Post-transaction holdings

• Direct ownership stands at 139,124 common shares following the transactions.
• No derivative securities from this grant remain outstanding.

Implications for investors

• The filing represents a sizeable disposition of shares by a key executive, signalling personal profit-taking near recent trading levels.
• Because the sale offset the exercised amount one-for-one, the executive’s overall equity exposure declined, although a meaningful stake is still retained.
• The transaction was not reported as being made under a Rule 10b5-1 trading plan, leaving the motivation open to interpretation.

The Form 4 is a routine compliance disclosure, but the magnitude of the sale (~71k shares) may draw investor attention to insider sentiment around the $73 price level.

Positive

• Executive retains 139,124 shares, maintaining alignment with shareholders despite the sale.
• Option exercise at $29.12 reflects value realization from long-term incentive plan.

Negative

• Disposition of 71,224 shares (~$5.2 million) represents a 34% cut in direct holdings, potentially signalling reduced insider confidence.
• No 10b5-1 plan disclosed, making the timing appear discretionary and possibly sending a negative market signal.

Insights

Securities Analyst

TL;DR: EVP exercised options and sold equal shares; net reduction in exposure signals mild negative insider sentiment.

The filing shows a classic cash-less exercise: Yael Cosset converted 71,224 options at $29.12 and sold the resulting shares at a weighted $73.487. The spread locks in roughly $3.1 million in pre-tax intrinsic value. Direct holdings fall from 210,348 to 139,124 shares—still a meaningful position, but a 34% cut. No Rule 10b5-1 plan is cited, so timing appears discretionary. Historically, single-day executive sales of this size can pressure short-term sentiment, yet they do not necessarily predict performance. With no other material information (earnings or guidance) attached, I classify market impact as limited but modestly negative.

Corporate Governance Expert

TL;DR: Large discretionary insider sale warrants monitoring but remains within normal incentive-plan mechanics.

From a governance standpoint, the transaction follows plan rules: the options were fully vested, and disclosure is timely. Retained ownership of 139,124 shares preserves an alignment buffer with shareholders. Absence of a disclosed 10b5-1 plan reduces the safe-harbor defence, so investors may question timing, but no policy breach is evident. Because there is no accompanying board change or negative event, the sale’s governance impact is low. I view the action as routine liquidity diversification rather than a red flag.

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^*

COSSET YAEL

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		M		71,224	A	$29.12	210,348	D
Common Stock	06/23/2025		S		71,224	D	$73.487(1)	139,124	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 Options	$29.12	06/23/2025		M			71,224	(2)	03/12/2030	Common Stock	71,224	$0	0	D

Explanation of Responses:

1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.39 to $73.73, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the grant.

	/s/ Yael Cosset, by Dorothy D. Roberts, Attorney-in-Fact	06/24/2025
	** 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

How many Kroger (KR) shares did EVP Yael Cosset sell on 06/23/2025?

The Form 4 reports a sale of 71,224 common shares.

At what price were the Kroger shares sold?

They were sold at a weighted-average price of $73.487, with trades between $73.39 and $73.73.

How many Kroger shares does the executive own after the transaction?

Direct ownership stands at 139,124 shares following the sale.

What was the exercise price of the options converted?

The non-qualified stock options were exercised at $29.12 per share.

Were any derivative securities left outstanding after the exercise?

No. The executive now holds 0 options from this grant.

Was the sale executed under a Rule 10b5-1 trading plan?

The filing does not indicate that the sale was made under a 10b5-1 plan.