Timothy A. Massa - 13 Mar 2025 Form 4 Insider Report for KROGER CO (KR)

Role: Senior Vice President
Signature: /s/ Timothy A. Massa, by Dorothy D. Roberts, Attorney-in-Fact
Issuer symbol: KR
Transactions as of: 13 Mar 2025
Net transactions value: -$2,135,975
Form type: 4
Filing time: 17 Mar 2025, 11:48:59 UTC
Previous filing: 13 Mar 2025
Next filing: 23 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KR	Common Stock	Options Exercise	$515,700	+22,500	+20%	$22.92	132,646	13 Mar 2025	Direct
transaction	KR	Common Stock	Sale	$1,497,033	-22,500	-17%	$66.53	110,146	13 Mar 2025	Direct	F1
transaction	KR	Common Stock	Sale	$470,227	-7,054	-6.4%	$66.66	103,092	13 Mar 2025	Direct	F2
transaction	KR	Common Stock	Award	$0	+19,289	+19%	$0.000000	122,381	13 Mar 2025	Direct	F3
transaction	KR	Common Stock	Award	$0	+15,204	+12%	$0.000000	137,585	13 Mar 2025	Direct	F4
transaction	KR	Common Stock	Tax liability	$448,753	-6,789	-4.9%	$66.10	130,796	13 Mar 2025	Direct	F5
transaction	KR	Common Stock	Tax liability	$235,662	-3,620	-2.8%	$65.10	127,176	14 Mar 2025	Direct	F6
holding	KR	Common Stock						115,000	13 Mar 2025	by trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KR	Non-Qualified Stock Option	Award	$0	+42,247		$0.000000	42,247	13 Mar 2025	Common Stock	42,247	$66.10	Direct	F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.50 to $66.585, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F2	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.66 to $66.68, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3	Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the award.
F4	Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
F5	Payment of tax liability associated with share award.
F6	Payment of tax liability associated with restricted stock.
F7	These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a four-year period at the rate of 25% per year commencing one year from the date of the grant.