W. Rodney Mcmullen - Mar 9, 2023 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: Mar 9, 2023
Transactions value $: -$4,948,907
Form type: 4
Date filed: 3/13/2023, 12:10 PM
Previous filing: Nov 14, 2023
Next filing: Mar 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KR	Common Stock	Award	$0	+79.4K	+2.32%	$0.00	3.51M	Mar 9, 2023	Direct	F1
transaction	KR	Common Stock	Award	$0	+24.7K	+0.7%	$0.00	3.53M	Mar 9, 2023	Direct	F2
transaction	KR	Common Stock	Award	$0	+169K	+4.79%	$0.00	3.7M	Mar 9, 2023	Direct	F3
transaction	KR	Common Stock	Tax liability	-$3.57M	-75.5K	-2.04%	$47.25	3.62M	Mar 9, 2023	Direct	F4
transaction	KR	Common Stock	Tax liability	-$1.38M	-29.4K	-0.81%	$47.10	3.59M	Mar 10, 2023	Direct	F5, F6

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	+166K		$0.00	166K	Mar 9, 2023	Common Stock	166K	$47.25	Direct	F7

* 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	Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse one year from the date of the award.
F3	Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
F4	Payment of tax liability associated with share award.
F5	Payment of tax liability associated with restricted stock.
F6	Between July 1, 2022 and December 31, 2022, the reporting person acquired 1,780.4232 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.
F7	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.