Nichols Brian W 4
4 · KROGER CO · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Kroger (KR) Controller Brian W. Nichols Receives Awards, Sells Shares
What Happened
Brian W. Nichols, Group Vice President & Controller of Kroger Co. (KR), received equity awards on March 12, 2026 totaling 14,839 shares (grants reported at $0.00). To cover tax/exercise obligations he surrendered/sold 461 shares on March 12 at $74.96 ($34,557) and 755 shares on March 13 at $75.60 ($57,078), for combined proceeds of approximately $91,635. One of the awards reported is a derivative grant (options) rather than immediate common shares.
Key Details
- Transaction dates and prices:
- 2026-03-12: Award of 921 shares @ $0.00 (A)
- 2026-03-12: 461 shares withheld/sold for tax @ $74.96 — $34,557 (F)
- 2026-03-12: Award of 4,637 shares @ $0.00 (A)
- 2026-03-13: 755 shares withheld/sold for tax @ $75.60 — $57,078 (F)
- 2026-03-12: Award of 9,281 shares reported as a derivative grant @ $0.00 (A, derivative)
- Total awarded shares: 14,839; total shares surrendered/sold for tax/exercise: 1,216; total proceeds ≈ $91,635.
- Shares owned after the transactions: not specified in the provided filing details.
- Notable footnotes from the filing:
- Awards made under Kroger’s long-term incentive plan.
- Some awards are restricted stock (restrictions lapse 33% per year over three years).
- Some awards are option grants (vest 33% per year over three years).
- The disposals coded “F” represent payment of tax liability associated with the awards (share withholding/cashless tax payment).
- Filing timeliness: Transactions dated March 12 were reported on March 16, 2026 — the filing appears within the typical two-business-day Form 4 reporting window.
Context
These transactions reflect routine equity awards and the common practice of surrendering shares to cover tax obligations rather than open-market selling for investment reasons. The derivative award indicates option grants (vesting schedules noted in footnotes) rather than immediate saleable shares; restricted shares and options will vest over time per the stated schedules. Such tax-withholding disposals are administrative and do not necessarily indicate the insider’s view of the company’s prospects.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-12+921→ 10,818 total - Tax Payment
Common Stock
[F2]2026-03-12$74.96/sh−461$34,557→ 10,357 total - Award
Common Stock
[F3]2026-03-12+4,637→ 14,994 total - Tax Payment
Common Stock
[F4]2026-03-13$75.60/sh−755$57,078→ 14,239 total - Award
Non-Qualified Stock Option
[F5]2026-03-12+9,281→ 9,281 totalExercise: $74.96Exp: 2036-03-12→ Common Stock (9,281 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.