Shaffer Megan N. 4

4 · KROGER CO · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Kroger (KR) Group VP Megan Shaffer Receives Awards, Withholds Shares

What Happened

Megan N. Shaffer, Group Vice President of Kroger Co. (KR), was granted equity awards and options and had shares withheld to cover related tax liabilities. On 2026-03-12 she was awarded 1,157 shares and 3,002 restricted shares (total 4,159 shares) and was also granted 6,791 derivative awards (options). To satisfy tax withholding, 529 shares were disposed on 2026-03-12 at $74.96 each ($39,654) and 1,112 shares were disposed on 2026-03-13 at $75.60 each ($84,067), for combined proceeds of about $123,721. The awards were granted at no purchase price (reported $0.00).

Key Details

Transaction dates and prices:
- 2026-03-12: Award of 1,157 shares @ $0.00; 529 shares withheld @ $74.96 (proceeds $39,654).
- 2026-03-12: Award of 3,002 restricted shares @ $0.00.
- 2026-03-12: Grant of 6,791 derivative awards (options) @ $0.00.
- 2026-03-13: 1,112 shares withheld @ $75.60 (proceeds $84,067).
Total withheld shares for taxes: 529 + 1,112 = 1,641 shares; total proceeds ≈ $123,721.
Shares owned after the transactions: not specified in the provided filing excerpt.
Footnotes of note:
- Awards granted under Kroger’s long-term incentive plan.
- Restricted stock vests in equal annual installments (33% per year) over three years.
- Options vest 33% per year over three years beginning one year after grant.
- The disposals (code F) represent shares withheld to pay tax liability on awards (routine tax withholding), not open-market sales.
Filing timeliness: Report filed 2026-03-16 for transactions on 2026-03-12–03-13; filing appears timely (within required two business days).

Context

These transactions reflect compensation-related equity awards and routine tax-withholding (shares withheld) rather than an open-market investment decision. The derivative grants are stock options (vesting over three years); restricted stock awards vest over three years. Withheld-share dispositions to cover taxes are common and should not be interpreted alone as a bullish or bearish personal trading signal.

Form 4

Period: 2026-03-12

Group Vice President

Transactions

Award
Common Stock
[F1]
2026-03-12+1,157→ 31,312 total
Tax Payment
Common Stock
[F2]
2026-03-12$74.96/sh−529$39,654→ 30,783 total
Award
Common Stock
[F3]
2026-03-12+3,002→ 33,785 total
Tax Payment
Common Stock
[F4]
2026-03-13$75.60/sh−1,112$84,067→ 32,673 total
Award
Non-Qualified Stock Option
[F5]
2026-03-12+6,791→ 6,791 total
Exercise: $74.96Exp: 2036-03-12→ Common Stock (6,791 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/ Megan N. Shaffer, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

1 file