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KROGER CO·4

Mar 16, 12:45 PM ET

Adcock Mary Ellen 4

4 · KROGER CO · Filed Mar 16, 2026

Research Summary

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Kroger (KR) EVP Mary Ellen Adcock Receives Stock Awards; Shares Withheld

What Happened
Mary Ellen Adcock, Executive Vice President of Kroger Co. (KR), received equity awards on March 12, 2026 totaling 72,940 shares (10,270; 19,211; and 43,459). To satisfy tax withholding on these awards, 4,509 shares were disposed on 2026-03-12 at $74.96 (proceeds $337,995) and 5,182 shares were disposed on 2026-03-13 at $75.60 (proceeds $391,759), for a combined cash amount of $729,754. The acquisitions were awards/grants (code A) and the dispositions were for tax withholding (code F).

Key Details

  • Transaction dates and prices:
    • 2026-03-12: Awarded 10,270 shares (A)
    • 2026-03-12: 4,509 shares withheld/disposed to cover taxes at $74.96 — $337,995 (F)
    • 2026-03-12: Awarded 19,211 shares (A)
    • 2026-03-13: 5,182 shares withheld/disposed to cover taxes at $75.60 — $391,759 (F)
    • 2026-03-12: Awarded 43,459 shares (A, listed as derivative)
  • Total awarded: 72,940 shares. Total shares withheld/sold for taxes: 9,691 shares, producing $729,754.
  • Footnotes from the filing:
    • Awards are pursuant to Kroger’s long-term incentive plan.
    • Some awards are restricted stock that vest in equal annual installments over three years (33% per year).
    • The disposals labeled F are payments of tax liability associated with the awards.
    • The filing references option grant/vesting schedules under the LTIP.
  • Shares owned after the transaction: not specified in the provided filing excerpt.
  • Filing timeliness: Form 4 was filed on 2026-03-16 for transactions on 2026-03-12 and 03-13 — reported within the SEC’s two-business-day reporting window (timely).

Context

  • These transactions reflect equity awards being issued and the routine withholding of shares to cover the grantee’s tax liabilities (a common administrative action). Such withholdings are not the same as open-market sales and do not necessarily indicate the insider’s view on the company’s stock.
  • The awards include restricted stock/derivative awards subject to multi-year vesting; some shares may remain subject to forfeiture or future vesting conditions.

Insider Transaction Report

Form 4
Period: 2026-03-12
KROGER COKR
Adcock Mary Ellen
Executive Vice President
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-12+10,270→ 189,808 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-12$74.96/sh−4,509$337,995→ 185,299 total
  • Award

    Common Stock

    [F3]
    2026-03-12+19,211→ 204,510 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-13$75.60/sh−5,182$391,759→ 199,328 total
  • Award

    Non-Qualified Stock Option

    [F5]
    2026-03-12+43,459→ 43,459 total
    Exercise: $74.96Exp: 2036-03-12→ Common Stock (43,459 underlying)
Footnotes (5)
  • [F1]Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
  • [F2]Payment of tax liability associated with share award.
  • [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 three-year period, at the rate of 33% per year commencing one year from the date of the award.
  • [F4]Payment of tax liability associated with restricted stock.
  • [F5]These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period at the rate of 33% per year commencing one year after the date of the grant.
Signature
/s/ Mary Ellen Adcock, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

Documents

1 file
  • 4
    ownership.xmlPrimary

    4