Kroger (KR) VP Disposes 97 Shares for Tax Withholding – Form 4

Form 4 filing: Vice President & Controller Brian W. Nichols reported a single code “F” transaction on 11 Jul 2025.

Rhea-AI Filing Summary

Form 4 filing: Vice President & Controller Brian W. Nichols reported a single code “F” transaction on 11 Jul 2025. A code F event reflects shares withheld by the issuer to satisfy tax obligations related to equity compensation. Nichols disposed of 97 Kroger (KR) common shares at $70.58, a market value of roughly $6,846. Following the withholding, he directly owns 10,376 shares. No derivative securities were involved. Given the very small size of the transaction—representing an immaterial fraction of Kroger’s outstanding shares—the filing is considered routine and non-material for investors.

Insights

Securities Analyst

TL;DR: Routine 97-share tax withholding; immaterial to KR valuation.

Form 4 shows an administrative code F sale, meaning shares were surrendered to cover taxes on vested equity, not an open-market disposition. At ~0.0001 % of Kroger’s float, the $6.8 k value will not affect liquidity, insider sentiment, or valuation metrics. No derivatives were exercised, and Nichols retains over 10 k shares, signalling continued alignment with shareholders. I classify the event as neutral and not impactful.

Insider Trade Summary

Exercise Price or Tax Liability: 97 shares

Exercise Price or Tax Liability 1 txn

Insider Nichols Brian W

Role Vice President & Controller

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	97	$70.58	$7K

Holdings After Transaction: Common Stock — 10,376 shares (Direct)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kroger (KR) insider Brian W. Nichols report in the latest Form 4?

He reported a code F transaction in which 97 shares were withheld to cover taxes on 11 Jul 2025.

How many Kroger shares were disposed of in the 11 July 2025 transaction?

97 common shares were surrendered at $70.58 each.

What does transaction code “F” mean for KR investors?

Code F indicates shares were withheld by the company to pay taxes on equity compensation, not an open-market sale.

How many Kroger shares does Nichols own after the filing?

He directly owns 10,376 KR shares following the transaction.

Is the 97-share disposal considered material to Kroger’s stock?

No. The dollar value (~$6.8 k) and share count are negligible relative to Kroger’s market capitalization.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2025 - 10:58 AM EDT Learn about SEC filing dates

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
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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)
07/11/2025

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		F		97	D	$70.58	10,376	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 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.