KROGER CO — Director's Dealing 2024

Apr 24, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2024-04-23

Reporting Person: Adcock Mary Ellen (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-23	Common Stock	M	29499	$28.05	Acquired	222968	Direct
2024-04-23	Common Stock	M	53307	$22.92	Acquired	276275	Direct
2024-04-23	Common Stock	S	29499	$55.64	Disposed	246776	Direct
2024-04-23	Common Stock	S	53307	$55.6	Disposed	193469	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-23	Non-Qualified Stock Options	$22.92	M	53307	Disposed	2027-07-13	Common Stock (53307)	Direct
2024-04-23	Non-Qualified Stock Options	$28.05	M	29499	Disposed	2028-07-13	Common Stock (29499)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.53 to $55.72, 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 at the rate of 20% per year over a five-year period that commenced one year after 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.