KROGER CO — Director's Dealing 2022

Mar 21, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2022-03-18

Reporting Person: Wheatley Christine S (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-18	Common Stock	M	16000	$24.665	Acquired	145001	Direct
2022-03-18	Common Stock	S	16000	$55.615	Disposed	129001	Direct
2022-03-18	Common Stock	M	30000	$24.665	Acquired	159001	Direct
2022-03-18	Common Stock	S	30000	$55.495	Disposed	129001	Direct
2022-03-18	Common Stock	M	19980	$38.33	Acquired	148981	Direct
2022-03-18	Common Stock	S	19980	$55.388	Disposed	129001	Direct
2022-03-18	Common Stock	M	25889	$37.48	Acquired	154890	Direct
2022-03-18	Common Stock	S	25889	$55.436	Disposed	129001	Direct
2022-03-18	Common Stock	M	4000	$13.45	Acquired	133001	Direct
2022-03-18	Common Stock	S	4000	$55.431	Disposed	129001	Direct
2022-03-18	Common Stock	M	8000	$10.98	Acquired	137001	Direct
2022-03-18	Common Stock	S	8000	$55.493	Disposed	129001	Direct
2022-03-18	Common Stock	M	12000	$18.88	Acquired	141001	Direct
2022-03-18	Common Stock	S	12000	$55.603	Disposed	129001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-18	Non-Qualified Stock Option	$10.98	M	8000	Disposed	2022-07-12	Common Stock (8000)	Direct
2022-03-18	Non-Qualified Stock Option	$13.45	M	4000	Disposed	2022-12-06	Common Stock (4000)	Direct
2022-03-18	Non-Qualified Stock Option	$18.88	M	12000	Disposed	2023-07-15	Common Stock (12000)	Direct
2022-03-18	Non-Qualified Stock Option	$24.665	M	30000	Disposed	2024-07-15	Common Stock (30000)	Direct
2022-03-18	Non-Qualified Stock Option	$24.665	M	16000	Disposed	2024-07-15	Common Stock (16000)	Direct
2022-03-18	Non-Qualified Stock Option	$38.33	M	19980	Disposed	2025-07-15	Common Stock (19980)	Direct
2022-03-18	Non-Qualified Stock Option	$37.48	M	25889	Disposed	2026-07-13	Common Stock (25889)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.54 to $55.68, 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 $55.37 to $55.65, 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 $55.32 to $55.46, 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.34 to $55.60, 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.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.38 to $55.50, 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.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.40 to $55.64, 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.

F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.54 to $55.68, 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.

F8: 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.

F9: These options were granted under a long-term incentive plan of The Kroger Co. and vested in equal annual installments over a three-year period, at the rate of 33% per year commencing one year after the date of grant.