Kroger Executive Cashes Out Options as Stock Trades Near 52-Week High

Rhea-AI Filing Summary

Kroger Vice President and Treasurer Carin L. Fike executed multiple stock transactions on June 23, 2025, involving the exercise of stock options and subsequent sale of shares:

• Exercised 3,250 options at $37.48 and sold at $73.84
• Exercised 8,979 options at $22.92 and sold at $73.75
• Exercised 4,246 options at $22.92 and sold at $73.83

The transactions resulted in the exercise of all remaining non-qualified stock options expiring in July 2026 and July 2027. Following these transactions, Fike holds 49,360.479 shares directly, which includes shares in tax-conditioned employee benefit plans. The insider's trading activity demonstrates a significant options exercise and immediate sale strategy, realizing substantial gains given the current market price versus exercise prices.

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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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^*

FIKE CARIN L

(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 and Treasurer

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		3,250	A	$37.48	52,610.479	D
Common Stock	06/23/2025		S		3,250	D	$73.84	49,360.479	D
Common Stock	06/23/2025		M		8,979	A	$22.92	58,339.479	D
Common Stock	06/23/2025		S		8,979	D	$73.75	49,360.479	D
Common Stock	06/23/2025		M		4,246	A	$22.92	53,606.479	D
Common Stock	06/23/2025		S		4,246	D	$73.83	49,360.479(1)	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	$37.48	06/23/2025		M			3,250	(2)	07/13/2026	Common Stock	3,250	$0	0	D
Non-Qualified Stock Options	$22.92	06/23/2025		M			8,979	(2)	07/13/2027	Common Stock	8,979	$0	0	D
Non-Qualified Stock Options	$22.92	06/23/2025		M			4,246	(2)	07/13/2027	Common Stock	4,246	$0	0	D

Explanation of Responses:

1. Between January 1, 2025 and March 31, 2025, the reporting person acquired 24.329 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be "tax-conditioned plans" pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees.

2. These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments at the rate of 20% per year over a five-year period that commenced one year after the date of the grant.

	/s/ Carin L. Fike, 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.
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FAQ

What insider trading activity occurred at Kroger (KR) on June 23, 2025?

Carin L. Fike, Vice President and Treasurer of Kroger, exercised stock options and sold shares on June 23, 2025. Specifically, she exercised 16,475 total options (3,250 at $37.48 and 13,225 at $22.92) and subsequently sold all the acquired shares at prices ranging from $73.75 to $73.84 per share.

How many Kroger (KR) shares does Carin Fike own after the transactions?

Following the reported transactions, Carin Fike beneficially owns 49,360.479 shares of Kroger common stock held directly (D). This total includes shares held in the Company's employee benefit plans.

What was the profit from Kroger (KR) stock option exercises by Carin Fike?

Carin Fike realized gains from exercising options at lower prices and selling at higher prices. For the first transaction, she exercised 3,250 options at $37.48 and sold at $73.84 (gain of ~$36.36/share). For the remaining 13,225 options exercised at $22.92, she sold at prices between $73.75-$73.83, realizing a gain of approximately $50.83-$50.91 per share.

What are the details of Kroger (KR) stock options exercised by the insider?

The insider exercised three sets of non-qualified stock options: 3,250 options at $37.48 (expiring 7/13/2026) and two sets totaling 13,225 options at $22.92 (expiring 7/13/2027). These options were granted under Kroger's long-term incentive plan and vested in equal 20% annual installments over five years from the grant date.