KROGER CO — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2021-03-30

Reporting Person: DONNELLY MICHAEL JOSEPH (Executive VP and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	M	50720	$10.98	Acquired	374064.5514	Direct
2021-03-30	Common Stock	M	50720	$18.88	Acquired	424784.5514	Direct
2021-03-30	Common Stock	S	50720	$37.912	Disposed	374064.5514	Direct
2021-03-30	Common Stock	S	50720	$37.857	Disposed	323344.5514	Direct
2021-03-30	Common Stock	S	38872	$37.926	Disposed	284472.5514	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-30	Non-Qualified Stock Option	$10.98	M	50720	Disposed	2022-07-12	Common Stock (50720)	Direct
2021-03-30	Non-Qualified Stock Option	$18.88	M	50720	Disposed	2023-07-15	Common Stock (50720)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.73 to $38.04, 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: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.77 to $37.98, 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.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.86 to $38.10, 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.

F4: 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.

F5: 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.