Massa Timothy A 4
4 · KROGER CO · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Kroger (KR) EVP Timothy Massa Receives Awards; Surrenders Shares for Taxes
What Happened
Timothy A. Massa, Executive Vice President of Kroger Co. (KR), was granted equity under Kroger’s long-term incentive plans on March 12, 2026: two share awards (10,270 and 20,011 shares) and a derivative grant (45,270 shares, i.e., options). To satisfy tax withholding on the awards, Massa surrendered 4,509 shares on March 12 at $74.96 each ($337,995) and 5,676 shares on March 13 at $75.60 each ($429,106), totaling 10,185 shares and $767,101. The awards/options were received at $0 (awards/grants).
Key Details
- Transaction dates and prices:
- 2026-03-12: Award of 10,270 shares (A) @ $0.00
- 2026-03-12: Award of 20,011 shares (A) @ $0.00
- 2026-03-12: Derivative grant of 45,270 shares (A) @ $0.00 (options)
- 2026-03-12: 4,509 shares surrendered (F) at $74.96 → $337,995 (tax withholding)
- 2026-03-13: 5,676 shares surrendered (F) at $75.60 → $429,106 (tax withholding)
- Total awarded/granted: 75,551 shares (including 45,270 derivative/options). Total shares surrendered for taxes: 10,185 shares for ~$767,101.
- Shares owned after the transactions: Not specified in the filing.
- Footnotes of note:
- F1/F3: Awards are pursuant to Kroger’s long-term incentive plan; some awards are restricted stock that vest 33% per year over three years.
- F5: The derivative grant consists of options that vest 33% per year over three years.
- F2/F4: The share dispositions were to pay tax liability associated with the awards (tax withholding).
- Timeliness: Period of report is 2026-03-12 and the Form 4 was filed 2026-03-16. The filing appears timely (within the two-business-day Form 4 requirement).
Context
These transactions are award grants and related tax-withholding share surrenders, not open-market purchases or signal sales for investment reasons. The derivative entry refers to option grants that vest over time; the surrendered shares represent tax withholding (a routine post-award action), not an independent sale decision.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-12+10,270→ 125,486 total - Tax Payment
Common Stock
[F2]2026-03-12$74.96/sh−4,509$337,995→ 120,977 total - Award
Common Stock
[F3]2026-03-12+20,011→ 140,988 total - Tax Payment
Common Stock
[F4]2026-03-13$75.60/sh−5,676$429,106→ 135,312 total - Award
Non-Qualified Stock Option
[F5]2026-03-12+45,270→ 45,270 totalExercise: $74.96Exp: 2036-03-12→ Common Stock (45,270 underlying)
- 115,000(indirect: By Trust)
Common Stock
Footnotes (5)
- [F1]Shares awarded pursuant to a long-term incentive plan of The Kroger Co.
- [F2]Payment of tax liability associated with share award.
- [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 three-year period, at the rate of 33% per year commencing one year from the date of the award.
- [F4]Payment of tax liability associated with restricted stock.
- [F5]These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments over a three-year period at the rate of 33% per year commencing one year after the date of the grant.