KROGER CO — Director's Dealing 2023

May 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2023-05-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-09	Common Stock	M	194880	$18.88	Acquired	3776056.1985	Direct
2023-05-09	Common Stock	F	126226	$49.22	Disposed	3649830.1985	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-09	Non-Qualified Stock Option	$18.88	M	194880	Disposed	2023-07-15	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, 2023 and March 31, 2023, the reporting person acquired 1160.1250 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.