KROGER CO — Director's Dealing 2021

Dec 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2021-12-28

Reporting Person: Kaufman Calvin J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-28	Common Stock	M	16288	$10.98	Acquired	166685.6246	Direct
2021-12-28	Common Stock	S	16288	$44.25	Disposed	150397.6246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-28	Non-Qualified Stock Option	$10.98	M	16288	Disposed	2022-07-12	Common Stock (16288)	Direct

Footnotes

F1: Between July 1, 2021 and September 30, 2021, the reporting person acquired 11.2231 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.