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Form 4 filing for The Kroger Co. (KR) shows Group Vice President Megan N. Shaffer satisfied tax-withholding obligations on 11 Jul 2025 by surrendering 474 common shares (Transaction code F). The shares were valued at $70.58 each, implying a total of roughly $33 k. After the transaction Ms. Shaffer directly owns 28,385 shares of Kroger common stock. No derivative transactions or additional insider activity were reported. Given Kroger’s multibillion-dollar market capitalization, the size and nature of this routine tax-related disposition are immaterial to the company’s financial outlook.
Form 4 overview: Kroger (KR) independent director Elaine L. Chao reported a routine deferred-compensation accrual on 06/30/2025. She acquired 375.3754 phantom stock units at a reference price of $69.93 under the company’s Director Deferred Compensation Plan. Phantom shares are cash-settled and do not represent immediate ownership of common stock.
Post-transaction holdings:
- Common stock held directly: 4,083.512 shares
- Phantom stock units: 4,887.2626 units
Key context: • The transaction was coded “A” (acquisition) and stems from regular board compensation, not an open-market trade. • No common shares were bought or sold. • There is no change in Kroger’s fundamentals or guidance disclosed in the filing. For investors, the filing mainly updates the director’s ownership ledger and carries negligible market impact.
Kroger (NYSE: KR) filed a Form 8-K reporting the results of its 2025 Annual Meeting of Shareholders held on June 26, 2025.
Key outcomes: all ten director nominees were re-elected (votes for ranged from 455.5 M to 512.9 M); the advisory say-on-pay resolution passed with 479.4 M votes for versus 37.7 M against; and shareholders ratified PricewaterhouseCoopers LLP as independent auditor with 538.0 M votes for. Three shareholder proposals—discarded-cigarette pollution, third-party framework on U.S. farmers, and consumer health-data privacy—were each rejected, receiving only 47–77 M votes for.
Under Item 7.01, the company disclosed an audio outage during the virtual meeting’s final Q&A. Exhibit 99.1 furnishes the missed question and Kroger’s response.
Kroger (NYSE:KR) filed its Q1 2025 10-Q for the 13 weeks ended May 24, 2025.
- Sales: $45.118 billion (-0.3% YoY)
- Operating profit: $1.322 billion (+2.2%)
- Net earnings: $866 million (-8.5%)
- Net interest expense: $199 million (+61.8%)
- Diluted EPS: $1.29, unchanged; average shares -8.5% to 660 million
- Shares outstanding 6/24/25: 661.2 million
The filing reiterates opioid litigation settlements and the terminated Albertsons merger with no new material changes.
Higher financing costs and continued buybacks are key investor watchpoints.
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.
The Kroger Co. (NYSE: KR) has filed a Form 4 revealing that Executive Vice President Timothy A. Massa sold 8,415 shares of common stock on 23 June 2025 at $74.00 per share.
Following the sale, Massa retains 118,761 shares held directly and 115,000 shares held indirectly through a trust, for a combined beneficial ownership of approximately 233,761 shares. No derivative security activity or 10b5-1 trading plan was disclosed. The filing was submitted on 24 June 2025.
Form 4 overview (filed 06/24/2025): Executive Vice President Yael Cosset of The Kroger Co. (KR) reported an option exercise and related share sale executed on 06/23/2025.
Key transaction details
- Option exercise (Code M): 71,224 non-qualified stock options were exercised at an exercise price of $29.12. These options were granted under Kroger’s long-term incentive plan and had vested 25% annually over four years.
- Open-market sale (Code S): The same 71,224 shares were immediately sold at a weighted-average price of $73.487 (range: $73.39 – $73.73). The reporting person undertakes to provide the detailed breakdown on request.
Post-transaction holdings
- Direct ownership stands at 139,124 common shares following the transactions.
- No derivative securities from this grant remain outstanding.
Implications for investors
- The filing represents a sizeable disposition of shares by a key executive, signalling personal profit-taking near recent trading levels.
- Because the sale offset the exercised amount one-for-one, the executive’s overall equity exposure declined, although a meaningful stake is still retained.
- The transaction was not reported as being made under a Rule 10b5-1 trading plan, leaving the motivation open to interpretation.
The Form 4 is a routine compliance disclosure, but the magnitude of the sale (~71k shares) may draw investor attention to insider sentiment around the $73 price level.