KR Executive Cuts Stake by One-Third in $2.7M Share Sale

Rhea-AI Filing Summary

Kroger (NYSE:KR) filed a Form 4 showing EVP Gabriel Arreaga exercised 37,960 stock options at $34.94 and immediately sold an equal 37,960 common shares at a weighted-average $72.435 on 06/25/2025.

The sale generated approximately $2.75 million in gross proceeds. Direct ownership dropped from 113,178 to 75,218 shares, a 33% reduction. The options were granted under the long-term incentive plan and were fully vested.

The cash value exceeds $1 million and more than 5 % of the insider’s holdings, classifying the event as a material insider disposition relevant to investor sentiment.

Positive

• None.

Negative

• Executive Vice President Gabriel Arreaga sold 37,960 shares worth ≈$2.75 million, reducing his direct stake by 33%.
• No 10b5-1 trading plan indicated; discretionary timing may signal limited confidence in near-term price upside.

Insights

Insider Trading Analyst

Exec sold $2.75M KR; stake down 33%; cautious signal.

The filing pairs a $34.94 option exercise with an immediate market sale near $72.44, capturing a 108% spread. The 37,960-share sale—worth roughly $2.75 million—cuts Arreaga’s direct stake by one-third to 75,218 shares. While insiders often sell for diversification or tax, models flag any disposal above 25 % of personal holdings as potentially bearish. Absence of a disclosed 10b5-1 plan gives the executive full timing discretion, amplifying the signal. Although tiny versus Kroger’s float, the percentage-of-holdings metric nudges sentiment negative.

Corporate Governance Analyst

Routine incentive cash-out; governance risk low, market read neutral.

The 2021-granted options were fully vested, and selling only the exercised shares leaves pre-existing ownership untouched, keeping Arreaga above Kroger’s share-ownership guideline. Such liquidity events are commonplace and, provided guidelines are met, rarely raise governance red flags. The unchecked 10b5-1 box warrants monitoring but doesn’t breach policy. From a governance standpoint the disclosure is informative, not alarming, so broader market impact should be muted unless further sales follow.

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^*

Arreaga Gabriel

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREEET

(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)
06/25/2025

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	06/25/2025		M		37,960	A	$34.94	113,178	D
Common Stock	06/25/2025		S		37,960	D	$72.435(1)	75,218	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	$34.94	06/25/2025		M			37,960	(2)	03/11/2031	Common Stock	37,960	$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 $72.43 to $72.47, 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/ Gabriel Arreaga, by Stacey M. Heiser, Attorney-in-Fact	06/26/2026
	** 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.

FAQ

How many Kroger shares did EVP Gabriel Arreaga sell on June 25 2025?

He sold 37,960 common shares.

What was the average sale price per share in Gabriel Arreaga's June 25 2025 transaction?

The weighted-average sale price was $72.435, with individual trades between $72.43 and $72.47.

How many Kroger shares does Gabriel Arreaga own after the sale?

Following the transaction he directly owns 75,218 shares.

Did the filing involve an option exercise?

Yes, Arreaga exercised 37,960 non-qualified stock options at an exercise price of $34.94.

What is the estimated value of the shares sold by Arreaga?

The sale generated roughly $2.75 million (37,960 shares × $72.435).