KROGER CO — Director's Dealing 2022

Mar 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2022-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-10	Common Stock	A	60431	$0.00	Acquired	3283009.2439	Direct
2022-03-10	Common Stock	A	254545	$0.00	Acquired	3537554.2439	Direct
2022-03-10	Common Stock	F	112494	$57.09	Disposed	3425060.2439	Direct
2022-03-11	Common Stock	F	54010	$55.89	Disposed	3371050.2439	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-10	Non-Qualified Stock Option	$57.09	A	142858	Acquired	2032-03-10	Common Stock (142858)	Direct

Footnotes

F1: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the award.

F2: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F3: Payment of tax liability associated with share award.

F4: Payment of tax liability associated with restricted stock.

F5: Between October 1, 2021 and December 31, 2021, the reporting person acquired 1,573.599 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.

F6: These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a four-year period, at the rate of 25% per year commencing one year from the date of the grant.