KROGER CO — Director's Dealing 2023

Mar 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2023-03-06

Reporting Person: Jabbar Valerie L. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-06	Common Stock	M	5900	$29.18	Acquired	78979	Direct
2023-03-06	Common Stock	M	15841	$28.05	Acquired	94820	Direct
2023-03-06	Common Stock	M	5531	$24.75	Acquired	100351	Direct
2023-03-06	Common Stock	M	12108	$22.92	Acquired	112459	Direct
2023-03-06	Common Stock	M	5228	$29.12	Acquired	117687	Direct
2023-03-06	Common Stock	M	5095	$34.94	Acquired	122782	Direct
2023-03-06	Common Stock	M	2711	$41.10	Acquired	125493	Direct
2023-03-06	Common Stock	S	62414	$46.465	Disposed	63079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Non-Qualified Stock Option	$22.92	M	12108	Disposed	2027-07-13	Common Stock (12108)	Direct
2023-03-06	Non-Qualified Stock Option	$28.05	M	15841	Disposed	2028-07-13	Common Stock (15841)	Direct
2023-03-06	Non-Qualified Stock Option	$29.18	M	5900	Disposed	2028-09-20	Common Stock (5900)	Direct
2023-03-06	Non-Qualified Stock Option	$24.75	M	5531	Disposed	2029-03-14	Common Stock (5531)	Direct
2023-03-06	Non-Qualified Stock Option	$29.12	M	5228	Disposed	2030-03-12	Common Stock (5228)	Direct
2023-03-06	Non-Qualified Stock Option	$34.94	M	5095	Disposed	2031-03-11	Common Stock (5095)	Direct
2023-03-06	Non-Qualified Stock Option	$41.10	M	2711	Disposed	2031-09-15	Common Stock (2711)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.450 to $46.485, 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: 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.

F3: 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.