Smith Victor Remon 4

4 · KROGER CO · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Kroger SVP Victor Smith Receives Awards; Shares Withheld for Taxes

What Happened

Victor Remon Smith, Senior Vice President of Kroger Co. (KR), received multiple long-term incentive awards on March 12, 2026 totaling 30,871 shares (2,451 + 9,406 + 19,014) at $0 per share (award grants).
To cover associated tax liabilities, 725 shares were withheld on March 12 at $74.96 each (proceeds $54,346) and 574 shares were withheld on March 13 at $75.60 each (proceeds $43,394), for a total tax withholding of about $97,740. The withholdings are reported as dispositions (code F).

Key Details

Transaction dates and prices:
- 2026-03-12: Award of 2,451 shares and 9,406 shares (price $0; LTIP awards).
- 2026-03-12: 725 shares withheld at $74.96 (tax payment) — $54,346.
- 2026-03-12: Award of 19,014 derivative shares (price $0).
- 2026-03-13: 574 shares withheld at $75.60 (tax payment) — $43,394.
Total awarded (acquired) shares: 30,871. Total shares withheld for taxes (disposed): 1,299; total withholding value ≈ $97,740.
Shares owned after the reported transactions: not specified in the provided filing excerpt.
Notable footnotes from the filing:
- F1/F3/F6: Awards granted under Kroger’s long-term incentive plans — some are restricted stock that vest 33% per year over three years; some are options that vest 33% per year over three years.
- F2/F4: The reported dispositions reflect payment of the tax liability associated with the awards (share withholding).
- F5: Reported direct ownership figures (not shown here) include shares in employee benefit plans as defined under Rule 16b-3.
Filing timeliness: Form 4 filed 2026-03-16 for transactions on 2026-03-12 and 2026-03-13 — filing appears timely.

Context

These transactions are award grants (not open-market purchases) and routine tax-withholding dispositions. Withholdings (code F) are commonly used to satisfy tax liabilities when restricted stock or other equity awards vest; they do not necessarily indicate a voluntary sale of shares by the insider.
One award line is marked as a derivative (likely option or equity-based unit); vesting schedules in the footnotes show multi-year vesting rather than immediate free trading.

Form 4

Period: 2026-03-12

Senior Vice President

Transactions

Award
Common Stock
[F1]
2026-03-12+2,451→ 23,576 total
Tax Payment
Common Stock
[F2]
2026-03-12$74.96/sh−725$54,346→ 22,851 total
Award
Common Stock
[F3]
2026-03-12+9,406→ 32,257 total
Tax Payment
Common Stock
[F4][F5]
2026-03-13$75.60/sh−574$43,394→ 31,683 total
Award
Non-Qualified Stock Option
[F6]
2026-03-12+19,014→ 19,014 total
Exercise: $74.96Exp: 2036-03-12→ Common Stock (19,014 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/ Victor R. Smith, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

1 file