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: FIKE CARIN L (Vice President and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-09	Common Stock	A	1840	$0.00	Acquired	41987.0629	Direct
2023-03-09	Common Stock	A	3886	$0.00	Acquired	45873.0629	Direct
2023-03-09	Common Stock	F	1187	$47.25	Disposed	44686.0629	Direct
2023-03-10	Common Stock	F	433	$47.10	Disposed	44253.0629	Direct
2023-03-09	Common Stock	A	1493	$0.00	Acquired	6813	Indirect
2023-03-10	Common Stock	F	539	$47.10	Disposed	6274	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-09	Non-Qualified Stock Option	$47.25	A	3849	Acquired	2033-03-09	Common Stock (3849)	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: 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.