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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-09	Common Stock	A	79366	$0.00	Acquired	3505324.0735	Direct
2023-03-09	Common Stock	A	24712	$0.00	Acquired	3530036.0735	Direct
2023-03-09	Common Stock	A	169020	$0.00	Acquired	3699056.0735	Direct
2023-03-09	Common Stock	F	75468	$47.25	Disposed	3623588.0735	Direct
2023-03-10	Common Stock	F	29364	$47.10	Disposed	3594224.0735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-09	Non-Qualified Stock Option	$47.25	A	165893	Acquired	2033-03-09	Common Stock (165893)	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: Between July 1, 2022 and December 31, 2022, the reporting person acquired 1,780.4232 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.

F7: 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.