Kelley Joseph Michael 4

4 · KROGER CO · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Kroger SVP Kelley Joseph Michael Receives Awards; Shares Withheld

What Happened

Kelley Joseph Michael, Senior Vice President of Kroger Co. (KR), was granted a total of 23,832 shares under the company’s long‑term incentive plans (awards marked "A" at $0.00). To cover the tax obligations tied to these awards, 2,074 shares were surrendered/withheld (marked "F") on March 12–13, 2026, producing proceeds of $96,848 (1,292 shares @ $74.96) and $59,119 (782 shares @ $75.60), respectively (total ≈ $155,967).
The awards include restricted/derivative shares (14,487 shares noted as derivative/restricted) that vest over time per plan terms; the awards themselves are acquisitions (not open‑market purchases).

Key Details

Transaction dates and prices:
- 2026-03-12: Awarded 2,941 shares @ $0.00 (A)
- 2026-03-12: 1,292 shares withheld for taxes @ $74.96 = $96,848 (F)
- 2026-03-12: Awarded 6,404 shares @ $0.00 (A)
- 2026-03-13: 782 shares withheld for taxes @ $75.60 = $59,119 (F)
- 2026-03-12: Awarded 14,487 shares (derivative/restricted) @ $0.00 (A, derivative)
Shares owned after transaction: The Form 4 did not disclose a single consolidated "shares owned following" total in the data provided.
Relevant footnotes from the filing:
- Awards were made under Kroger’s long‑term incentive plans (F1, F6).
- Withheld shares were used to pay the tax liabilities associated with the awards (F2, F4).
- The 14,487 derivative/restricted shares vest in equal annual installments over three years (33% per year) (F3).
- Ownership totals may include plan accounts deemed “tax‑conditioned” per Rule 16b‑3 (F5).
Filing timeliness: Transaction dates were March 12–13, 2026 and the Form 4 was filed March 16, 2026. The filing appears timely under the two‑business‑day reporting rule.

Context

These transactions are award grants with a routine tax‑withholding settlement (shares surrendered to cover taxes). That pattern is common for restricted stock/award grants and does not by itself indicate a discretionary open‑market sale by the insider.
For retail investors: awards signal compensation/long‑term employee incentives rather than immediate insider buying conviction; tax withholding sales are procedural and customary following grants.

Form 4

Period: 2026-03-12

Senior Vice President

Transactions

Award
Common Stock
[F1]
2026-03-12+2,941→ 41,510.445 total
Tax Payment
Common Stock
[F2]
2026-03-12$74.96/sh−1,292$96,848→ 40,218.445 total
Award
Common Stock
[F3]
2026-03-12+6,404→ 46,622.445 total
Tax Payment
Common Stock
[F4][F5]
2026-03-13$75.60/sh−782$59,119→ 45,840.445 total
Award
Non-Qualified Stock Option
[F6]
2026-03-12+14,487→ 14,487 total
Exercise: $74.96Exp: 2036-03-12→ Common Stock (14,487 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/ Joseph M. Kelley, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

1 file