Vice President and Treasurer Fike Carin L exercised 16,475 shares at a strike of $25.79 and sold $1,215,663 worth of shares (16,475 units at $73.79) (SEC Form 4)
$KR
Food Chains
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/23/2025 | M | 3,250 | A | $37.48 | 52,610.479 | D | |||
| Common Stock | 06/23/2025 | S | 3,250 | D | $73.84 | 49,360.479 | D | |||
| Common Stock | 06/23/2025 | M | 8,979 | A | $22.92 | 58,339.479 | D | |||
| Common Stock | 06/23/2025 | S | 8,979 | D | $73.75 | 49,360.479 | D | |||
| Common Stock | 06/23/2025 | M | 4,246 | A | $22.92 | 53,606.479 | D | |||
| Common Stock | 06/23/2025 | S | 4,246 | D | $73.83 | 49,360.479(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Options | $37.48 | 06/23/2025 | M | 3,250 | (2) | 07/13/2026 | Common Stock | 3,250 | $0 | 0 | D | ||||
| Non-Qualified Stock Options | $22.92 | 06/23/2025 | M | 8,979 | (2) | 07/13/2027 | Common Stock | 8,979 | $0 | 0 | D | ||||
| Non-Qualified Stock Options | $22.92 | 06/23/2025 | M | 4,246 | (2) | 07/13/2027 | Common Stock | 4,246 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Between January 1, 2025 and March 31, 2025, the reporting person acquired 24.329 shares of Kroger common stock in the Company's employee benefit plans, based on information from plan trustees. 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. |
| 2. These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments at the rate of 20% per year over a five-year period that commenced one year after the date of the grant. |
| /s/ Carin L. Fike, by Dorothy D. Roberts, Attorney-in-Fact | 06/24/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||