=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-18
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: KROGER CO (KR)
CIK: 0000056873
--- Reporting Owner ---
Name: Adcock Mary Ellen
CIK: 0001676766
Role: Officer (Executive Vice President)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-09-18 | Code: M (Exercise of derivative)
Shares: +37,960 | Price: $34.94
Total Value: $1,326,322.40
Shares Owned After: 237,288 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock
Date: 2026-09-18 | Code: M (Exercise of derivative)
Shares: +10,846 | Price: $38.32
Total Value: $415,618.72
Shares Owned After: 248,134 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock
Date: 2026-09-18 | Code: S (Open market sale)
Shares: -37,960 | Price: $60.73
Total Value: $2,305,500.60
Shares Owned After: 210,174 | Ownership: D (Direct)
Footnotes:
[F1] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.690 to $60.755, 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.
[Transaction #4]
Security: Common Stock
Date: 2026-09-18 | Code: S (Open market sale)
Shares: -10,846 | Price: $60.64
Total Value: $657,723.13
Shares Owned After: 199,328 | Ownership: D (Direct)
Footnotes:
[F2] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.630 to $60.690, 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.
[Transaction #5]
Security: Common Stock
Date: 2026-09-18 | Code: S (Open market sale)
Shares: -24,095 | Price: $60.68
Total Value: $1,462,108.70
Shares Owned After: 175,233 | Ownership: D (Direct)
Footnotes:
[F3] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.660 to $60.690, 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Non-Qualified Stock Options
Date: 2026-09-18 | Code: M (Exercise of derivative)
Shares: -37,960 | Price: $0.00
Exercise Price: $34.94
Exercisable: N/A | Expires: 2031-03-11
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F4] 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.
[Transaction #2]
Security: Non-Qualified Stock Options
Date: 2026-09-18 | Code: M (Exercise of derivative)
Shares: -10,846 | Price: $0.00
Exercise Price: $38.32
Exercisable: N/A | Expires: 2031-07-14
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F4] 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.
--- Footnotes (Complete Index) ---
F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.690 to $60.755, 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 $60.630 to $60.690, 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: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.660 to $60.690, 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.
F4: 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.
--- Signature ---
/s/ /s/ Mary Ellen Adcock, by Dorothy D. Roberts, Attorney-in-Fact (2026-09-21)
