W. Rodney Mcmullen - May 11, 2021 Form 4 Insider Report for KROGER CO (KR)

Role: Chairman of the Board & CEO, Director
Signature: /s/ W. Rodney McMullen, by Dorothy D. Roberts, Attorney-in-Fact
Stock symbol: KR
Transactions as of: May 11, 2021
Transactions value $: -$2,073,455
Form type: 4
Date filed: 5/13/2021, 08:39 PM
Next filing: May 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KR	Common Stock	Options Exercise	$2.26M	+183K	+5.75%	$12.37	3.36M	May 11, 2021	Direct
transaction	KR	Common Stock	Tax liability	-$4.34M	-112K	-3.32%	$38.83	3.25M	May 11, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KR	Non-Qualified Stock Option	Options Exercise	$0	-183K	-100%	$0.00^*	0	May 11, 2021	Common Stock	183K	$12.37	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Between January 1, 2021 and March 31, 2021, the reporting person acquired 1,999.9674 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.
F2	These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.

Content

Between January 1, 2021 and March 31, 2021, the reporting person acquired 1,999.9674 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.

These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a five-year period, at the rate of 20% per year commencing one year from the date of the grant.