KROGER CO·4

Mar 16, 1:03 PM ET

Vincent George H. 4

4 · KROGER CO · Filed Mar 16, 2026

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Kroger (KR) EVP Vincent George H. Receives Share Awards

What Happened Vincent George H., Executive Vice President of Kroger Co. (KR), received a package of equity awards on March 12, 2026 that in aggregate total 25,658 shares/options. The filing shows three award entries: 850 shares (awarded under the company LTIP), 7,605 restricted shares, and 17,203 derivative shares (options). Also on March 12, 254 shares were disposed at $74.96 each to satisfy tax withholding obligations, generating proceeds of $19,040. The awards themselves were reported at $0 per share (standard for grants).

Key Details

  • Transaction date: 2026-03-12; Filing date: 2026-03-16 (timely — filed within two business days).
  • Awards: 850 shares (LTIP award), 7,605 restricted shares, 17,203 derivative shares (options) — total 25,658. All awarded at $0.00 reported price.
  • Sale/Withholding: 254 shares disposed at $74.96 each = $19,040 (tax withholding). Footnote F2 confirms this was to pay tax liability.
  • Vesting notes: Restricted shares vest in equal annual installments over 3 years (33% per year) beginning one year after grant (F3). Options vest in equal annual installments over 3 years (33% per year) beginning one year after grant (F4).
  • Shares owned after the transaction: Not disclosed in the information provided.
  • Footnotes: F1 = LTIP award; F2 = tax withholding; F3 = restricted stock vesting; F4 = option vesting.

Context These entries are award grants (not open-market purchases) and are common long-term incentive compensation for executives. The 254-share disposition was a routine tax-withholding sale, not a market-sale signaling a decision to reduce holdings. The derivative entry represents option grants that will vest over time; they do not represent immediately tradable shares until vested/exercised.

Insider Transaction Report

Form 4
Period: 2026-03-12
Vincent George H.
Executive Vice President
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-12+85012,308 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-12$74.96/sh254$19,04012,054 total
  • Award

    Common Stock

    [F3]
    2026-03-12+7,60519,659 total
  • Award

    Non-Qualified Stock Option

    [F4]
    2026-03-12+17,20317,203 total
    Exercise: $74.96Exp: 2036-03-12Common Stock (17,203 underlying)
Footnotes (4)
  • [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]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/ George H. Vincent, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

Documents

1 file
  • 4
    ownership.xmlPrimary

    4