KROGER CO — Director's Dealing 2025

Mar 17, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KROGER CO (KR)
CIK: 0000056873
Period of Report: 2025-03-13

Reporting Person: Massa Timothy A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-13	Common Stock	M	22500	$22.92	Acquired	132646	Direct
2025-03-13	Common Stock	S	22500	$66.5348	Disposed	110146	Direct
2025-03-13	Common Stock	S	7054	$66.6611	Disposed	103092	Direct
2025-03-13	Common Stock	A	19289	—	Acquired	122381	Direct
2025-03-13	Common Stock	A	15204	—	Acquired	137585	Direct
2025-03-13	Common Stock	F	6789	$66.1	Disposed	130796	Direct
2025-03-14	Common Stock	F	3620	$65.1	Disposed	127176	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-13	Non-Qualified Stock Option	$66.1	A	42247	Acquired	2035-03-13	Common Stock (42247)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	115000	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.50 to $66.585, 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: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.66 to $66.68, 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.

F3: 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.

F4: Shares awarded pursuant to a long-term incentive plan of The Kroger Co.

F5: Payment of tax liability associated with share award.

F6: Payment of tax liability associated with restricted stock.

F7: These options were granted under a long-term incentive plan of The Kroger Co. and vested 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.