KROGER CO — Director's Dealing 2024

Jun 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2024-06-26

Reporting Person: MCMULLEN W RODNEY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-26	Common Stock	M	300000	$24.665	Acquired	4049205.2546	Direct
2024-06-26	Common Stock	F	214236	$49.37	Disposed	3834969.2546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-26	Non-Qualified Stock Options	$24.665	M	300000	Disposed	2024-07-14	Common Stock (300000)	Direct

Footnotes

F1: Delivery of mature shares to pay exercise price and tax liability related to stock option exercise.

F2: Between January 1, 2024 and March 31, 2024, the reporting person acquired 1,192.5961 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 at the rate of 20% per year over a five-year period that commenced one year after the date of the grant.