KROGER CO — Director's Dealing 2023

Mar 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2023-03-09

Reporting Person: Massa Timothy A (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-09	Common Stock	A	19048	$0.00	Acquired	178273	Direct
2023-03-09	Common Stock	A	6782	$0.00	Acquired	185055	Direct
2023-03-09	Common Stock	A	32195	$0.00	Acquired	217250	Direct
2023-03-09	Common Stock	F	14388	$47.25	Disposed	202862	Direct
2023-03-10	Common Stock	F	5876	$47.10	Disposed	196986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-09	Non-Qualified Stock Option	$47.25	A	39815	Acquired	2033-03-09	Common Stock (39815)	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: Restricted stock awarded pursuant to a long-term incentive plan of The Kroger Co. The restrictions on these shares lapse one year from the date of the award.

F3: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F4: Payment of tax liability associated with share award.

F5: Payment of tax liability associated with restricted stock.

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.