KROGER CO — Director's Dealing 2022

May 13, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2022-05-12

Reporting Person: MCMULLEN W RODNEY (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-12	Common Stock	M	194880	$10.98	Acquired	3552762.8225	Direct
2022-05-12	Common Stock	F	105569	$55.425	Disposed	3447193.8225	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-12	Non-Qualified Stock Option	$10.98	M	194880	Disposed	2022-07-12	Common Stock (194880)	Direct

Footnotes

F1: Delivery of mature shares to pay exercise price and tax liability related to stock option exercise.

F2: Between January 1, 2022 and March 31, 2022, the reporting person acquired 894.5786 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.

F3: 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.