W. Rodney McMullen - 10 Mar 2022 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
Issuer symbol: KR
Transactions as of: 10 Mar 2022
Net transactions value: -$9,440,901
Form type: 4
Filing time: 14 Mar 2022, 12:54:10 UTC
Previous filing: 04 Mar 2022
Next filing: 15 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KR	Common Stock	Award	$0	+60,431	+1.9%	$0.000000	3,283,009	10 Mar 2022	Direct	F1
transaction	KR	Common Stock	Award	$0	+254,545	+7.8%	$0.000000	3,537,554	10 Mar 2022	Direct	F2
transaction	KR	Common Stock	Tax liability	$6,422,282	-112,494	-3.2%	$57.09	3,425,060	10 Mar 2022	Direct	F3
transaction	KR	Common Stock	Tax liability	$3,018,619	-54,010	-1.6%	$55.89	3,371,050	11 Mar 2022	Direct	F4, F5

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	Award	$0	+142,858		$0.000000	142,858	10 Mar 2022	Common Stock	142,858	$57.09	Direct	F6

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

Explanation of Responses:

Id	Content
F1	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 four-year period, at the rate of 25% per year commencing one year from the date of the award.
F2	Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
F3	Payment of tax liability associated with share award.
F4	Payment of tax liability associated with restricted stock.
F5	Between October 1, 2021 and December 31, 2021, the reporting person acquired 1,573.599 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.
F6	These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.