[Form 4] The Kroger Co. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing – The Kroger Co. (KR)

Vice President & Controller Brian W. Nichols reported a single insider transaction on 14 Jul 2025:

• Transaction code F (share withholding to cover taxes or exercise price) involving 118 shares of Kroger common stock at a price of $72.27 per share (≈ $8.5 thousand).
• Following the transaction, Nichols’ direct ownership stands at 10,258 shares.

No derivative securities were reported, and there were no additional purchases, sales, or option exercises disclosed. The filing was signed on 15 Jul 2025 by an attorney-in-fact.

This appears to be a routine tax-related share withholding representing roughly 1.1 % of Nichols’ reported holdings and is immaterial relative to Kroger’s total share count.

Insights

Securities Analyst

TL;DR: Small, tax-related insider disposition; negligible impact on KR valuation.

The 118-share withholding (code F) is a standard mechanism to settle tax obligations arising from equity grants. At ~$8.5k, it neither signals sentiment nor alters executive exposure in a meaningful way. With post-transaction ownership at 10,258 shares, Nichols retains the vast majority of his position. Given Kroger’s ~720 m outstanding shares, the event is statistically immaterial and unlikely to influence market perception or liquidity.

Corporate Governance Expert

TL;DR: Routine compliance filing; no governance concerns detected.

Code F dispositions are generally automated to satisfy withholding requirements and do not reflect discretionary selling. The timely filing within two business days meets Section 16 compliance. No pattern of large-scale selling is evident, and the officer maintains substantial aligned equity. From a governance perspective, there is no red flag or heightened monitoring requirement stemming from this report.

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^*

Nichols Brian W

(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)
	Vice President & Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

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	07/14/2025		F		118	D	$72.27	10,258	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:

	/s/ Brian W. Nichols, by Dorothy D. Roberts, Attorney-in-Fact	07/15/2025
	** 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 Brian W. Nichols dispose of on 14 Jul 2025?

The Form 4 shows 118 shares were withheld or disposed of.

What was the price per share for the insider transaction reported by KR?

The shares were valued at $72.27 each, per the filing.

What is Brian W. Nichols’ ownership in Kroger after the reported transaction?

After the transaction, he directly owns 10,258 KR shares.

What does transaction code "F" mean in a Form 4 filing?

Code F indicates shares were withheld or delivered to pay taxes or the exercise price related to an equity award.

Does this Form 4 signal a major insider sale at Kroger?

No. The 118-share withholding is routine and represents about 1.1 % of the officer’s reported holdings.