KROGER CO — Director's Dealing 2022

Mar 9, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2022-03-08

Reporting Person: Kaufman Calvin J (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-08	Common Stock	M	32576	$24.665	Acquired	182985.9983	Direct
2022-03-08	Common Stock	M	13992	$38.33	Acquired	196977.9983	Direct
2022-03-08	Common Stock	S	46568	$58.144	Disposed	150409.9983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-08	Non-Qualified Stock Option	$24.665	M	32576	Disposed	2024-07-15	Common Stock (32576)	Direct
2022-03-08	Non-Qualified Stock Option	$38.33	M	13992	Disposed	2025-07-15	Common Stock (13992)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.10 to $58.21, 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: Between October 1, 2021 and December 31, 2021, the reporting person acquired 12.3737 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.