[Form 4] The Kroger Co. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights for The Kroger Co. (KR) filed 14 Jul 2025:

• Reporting person: Director Clyde R. Moore.
• Sale: 26,814 common shares on 11 Jul 2025 at a weighted-average $70.50 (price range $70.305-$70.735), generating roughly $1.9 million in proceeds.
• Gift: 12,250 common shares on the same date (code “G”, no consideration).
• Post-transaction ownership: 86,893 shares held directly, down from an estimated 125,957 shares before the transactions—an overall reduction of about 31 % of Moore’s stake.
• No derivative security activity was reported.

The filing shows a meaningful, though not controlling, reduction in the director’s personal exposure to KR equity. Investors often monitor insider sales for sentiment signals, but the combination of a sale and a charitable/other gift tempers interpretation. Moore remains a substantial shareholder with 86.9 k shares.

Positive

• None.

Negative

• Director sold 26,814 shares (~31% of prior holdings) for $70.50 each, which could be read as a modest negative insider-sentiment signal.

Insights

Securities Analyst

TL;DR: Director sold 26.8k KR shares (~31% stake); sentiment modestly negative but not company-level material.

The $1.9 mm sale represents roughly one-third of Moore’s previous holding, suggesting personal portfolio rebalancing or liquidity rather than a definitive view on Kroger’s fundamentals. The price obtained sits near recent trading levels, indicating no extraordinary timing advantage. Combined with the 12.25 k-share gift, the net change reduces insider ownership but leaves Moore with an 86.9 k-share position, maintaining alignment with shareholders. Scale versus Kroger’s ~730 mm shares outstanding is immaterial, so I classify the market impact as limited.

Corporate Governance Expert

TL;DR: Insider disposal notable for governance tracking; impact neutral given continued sizeable holding.

The transaction was properly disclosed within two business days, reflecting sound compliance. A mix of open-market sale (code "S") and gift (code "G") suggests both liquidity and philanthropic motives. Remaining ownership underscores ongoing board-level financial commitment. No red flags such as unexplained large sales or derivative hedging appear. Therefore, governance risk remains low.

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^*

MOORE CLYDE R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		S		26,814	D	$70.5(1)	99,143	D
Common Stock	07/11/2025		G		12,250	D	$0	86,893	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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.305 to $70.735, 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.

	/s/ Clyde R. Moore, by Stacey M. Heiser, Attorney-in-Fact	07/14/2025
	** 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 Director Clyde R. Moore sell?

26,814 common shares were sold on 11 Jul 2025.

At what price were the shares sold?

The weighted-average sale price was $70.50, with individual trades ranging $70.305–$70.735.

How many shares did Moore gift?

He gifted 12,250 shares of Kroger common stock on the same date.

What is Clyde R. Moore’s remaining ownership after the transactions?

He now directly owns 86,893 Kroger shares.

When did the insider transactions occur?

Both the sale and gift took place on 11 Jul 2025, reported in a Form 4 filed 14 Jul 2025.

What is Moore’s role at Kroger?

He is listed as a Director of The Kroger Co.