KROGER CO — Director's Dealing 2021

Oct 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2021-10-05

Reporting Person: Foley Todd A (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-05	Common Stock	M	18000	$18.88	Acquired	45140	Direct
2021-10-05	Common Stock	M	16000	$24.665	Acquired	61140	Direct
2021-10-05	Common Stock	S	28874	$39.828	Disposed	32266	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-05	Non-Qualified Stock Option	$18.88	M	18000	Disposed	2023-07-15	Common Stock (18000)	Direct
2021-10-05	Non-Qualified Stock Option	$24.665	M	16000	Disposed	2024-07-15	Common Stock (16000)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.80 to $39.865, inclusive. The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F2: These options were granted under a long-term incentive plan of The Kroger Co. and vest 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.