FIKE CARIN L 4

4 · KROGER CO · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Kroger (KR) VP/Treasurer Carin Fike Receives Awards; 767 Shares Withheld

What Happened

Carin L. Fike, Vice President and Treasurer of The Kroger Co., received a package of equity awards on 2026-03-12 totaling 5,911 shares (three direct awards plus a 2,717-share derivative award). The awards were granted under Kroger’s long-term incentive plans.
To satisfy tax withholding on the awards, 767 shares were disposed of (code F) over 2026-03-12 and 2026-03-13: 340 shares withheld at $74.96 for $25,486 (3/12), and 427 shares withheld at $75.60 for $32,282 (186 shares = $14,062 and 241 shares = $18,220). Net of withholding, Fike added about 5,144 shares to her holdings from these awards.
These were equity awards and routine tax-withholding dispositions — not open-market sales or purchases.

Key Details

Transaction dates and prices:
- Awards (A): 2026-03-12 — 992, 1,201, 1,001 and 2,717 (derivative) shares granted (total 5,911).
- Tax withholding (F): 2026-03-12 — 340 shares @ $74.96 = $25,486; 2026-03-13 — 186 shares @ $75.60 = $14,062 and 241 shares @ $75.60 = $18,220. Total withheld proceeds ≈ $57,768.
Shares owned after transaction: not specified in the provided summary; the filing notes that total ownership includes plan-held shares per footnote F5 (see full Form 4 for exact post-transaction ownership).
Relevant footnotes from the filing:
- F1/F3: Awards issued under Kroger’s long-term incentive plan; some shares are restricted stock that vest 33% per year over three years beginning one year after the award.
- F2/F4: The disposals are payments of tax liability associated with the awards (routine withholding).
- F5: Reported ownership includes shares in employee benefit plans deemed “tax-conditioned.”
- F6: (General plan note) Options under the LTIP vest 33% per year — not directly part of these transactions.
Filing timeliness: no late filing was indicated in the supplied data.

Context

This is a routine equity award plus tax-withholding event, common for restricted stock/RSU grants. The withheld shares were used to pay the tax liability on the award (disposition code F), not an open-market sale reflecting sentiment.
Restricted shares/RSUs typically vest over time (here, 3 years at 33% per year), so the full economic benefit is realized only as vesting occurs.

Form 4

Period: 2026-03-12

Vice President and Treasurer

Transactions

Award
Common Stock
[F1]
2026-03-12+992→ 50,010.798 total
Tax Payment
Common Stock
[F2]
2026-03-12$74.96/sh−340$25,486→ 49,670.798 total
Award
Common Stock
[F3]
2026-03-12+1,201→ 50,871.798 total
Tax Payment
Common Stock
[F4][F5]
2026-03-13$75.60/sh−186$14,062→ 50,685.798 total
Award
Common Stock
[F3]
2026-03-12+1,001→ 4,247 total(indirect: By Spouse)
Tax Payment
Common Stock
[F4]
2026-03-13$75.60/sh−241$18,220→ 4,006 total(indirect: By Spouse)
Award
Non-Qualified Stock Option
[F6]
2026-03-12+2,717→ 2,717 total
Exercise: $74.96Exp: 2036-03-12→ Common Stock (2,717 underlying)

Footnotes (6)

[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]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.
[F6]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/ Carin L. Fike, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

1 file