Vanguard holds 31.86M Kroger (NYSE: KR) shares — 5.18% stake

Rhea-AI Filing Summary

Vanguard Portfolio Management reports beneficial ownership of 31,862,077 shares of Kroger common stock, representing 5.18% of the class. The filing shows sole voting power over 207,015 shares and sole dispositive power over 31,862,077 shares.

The disclosure notes these holdings include shares held for Vanguard funds and managed accounts and describes the affiliate structure through which voting and dispositive power is exercised.

Insights

Institutional Ownership Analyst

Large passive stake disclosed; typical institutional reporting.

The Schedule 13G records a 5.18% beneficial position of 31,862,077 shares as of the filing, indicating an institutional, likely passive, holding level under the reporting exception. The filing attributes dispositive power to Vanguard Portfolio Management and lists affiliated entities that hold shares for funds and managed accounts.

Impact depends on portfolio rebalancing decisions by Vanguard or its funds; subsequent Form 13D/4 filings would signal active engagement or trading. Timing of any changes is not provided in the excerpt.

Corporate Governance Specialist

Voting profile shows limited direct voting control relative to dispositive power.

The record shows sole voting power for 207,015 shares versus full sole dispositive power for 31,862,077 shares, reflecting delegated trading authority across funds or sleeves. This split is common for asset managers that centralize trading while voting may be retained or routed differently.

Shareholders tracking potential proxy issues should note the ownership percentage (5.18%) and watch for any future disclosures that change the voting posture or indicate activist intent.

Key Figures

Beneficial ownership: 31,862,077 shares Percent of class: 5.18% Sole voting power: 207,015 shares +2 more

5 metrics

Beneficial ownership 31,862,077 shares Schedule 13G beneficially owned

Percent of class 5.18% Percent of Kroger common stock

Sole voting power 207,015 shares Sole power to vote or direct the vote

Sole dispositive power 31,862,077 shares Sole power to dispose or direct disposition

Signature date 04/29/2026 Date signed by reporting officer

Key Terms

beneficially owned, sole dispositive power, Schedule 13G, Investment Company Act of 1940

4 terms

beneficially owned regulatory

"this reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 31862077"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G regulatory

"Item 1. | (a) | Name of issuer: Kroger Co/The"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Investment Company Act of 1940 regulatory

"investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Kroger Co/The

(Name of Issuer)

Common Stock

(Title of Class of Securities)

501044101

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 501044101

1

Names of Reporting Persons

Vanguard Portfolio Management

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 207,015.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 31,862,077.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

31,862,077.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.18 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Portfolio Management LLC, or business divisions of such subsidiaries whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kroger Co/The
(b)	Address of issuer's principal executive offices: 1014 Vine St, Cincinnati, OH, 45202
Item 2.
(a)	Name of person filing: Vanguard Portfolio Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 501044101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 31862077
(b)	Percent of class: 5.18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 207015
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 31862077
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Portfolio Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vanguard Portfolio Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026

FAQ

How many Kroger (KR) shares does Vanguard Portfolio Management report?

Vanguard reports beneficial ownership of 31,862,077 shares of Kroger common stock, representing 5.18% of the class. The filing attributes full dispositive power to Vanguard Portfolio Management over these shares.

What voting power does Vanguard report for Kroger shares?

Vanguard reports sole voting power for 207,015 shares and shared voting power of 0 shares. The filing shows dispositive power differs from voting power across its managed accounts and funds.

Does the filing indicate Vanguard controls shares on behalf of funds or clients?

The filing states these holdings include securities held by Vanguard funds and managed accounts, and that dispositive power is exercised by Vanguard Portfolio Management and specified affiliates for those accounts.

When was the Schedule 13G signed for Kroger by Vanguard?

The signature block shows the filing was signed on 04/29/2026 by Ashley Grim, Head of Global Fund Administration, certifying the reported beneficial ownership and affiliated structure.

Does this Schedule 13G indicate active engagement or passive holding?

Schedule 13G is typically used for passive investors; the filing presents Vanguard as a large institutional holder without statements of active control. No Form 13D or other activism indicators are included in the excerpt.