KROGER CO·4

Mar 16, 12:47 PM ET

COSSET YAEL 4

4 · KROGER CO · Filed Mar 16, 2026

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Kroger (KR) EVP Yael Cosset Receives Awards, Sells Shares for Taxes

What Happened
Yael Cosset, Executive Vice President of Kroger Co. (KR), received stock awards and a derivative award on March 12, 2026, totaling 87,663 shares (14,549 + 22,412 + 50,702). To satisfy tax liabilities associated with the awards, Cosset had 13,082 shares withheld (disposed): 6,388 shares at $74.96 (≈ $478,844) and 6,694 shares at $75.60 (≈ $506,066), totaling about $984,910. The awards were reported as grants/awards (code A) and the share surrenders for taxes as code F (payment of tax liability).

Key Details

  • Transaction dates: grants on 2026-03-12; tax-withholding share disposals recorded 2026-03-12 and 2026-03-13.
  • Prices for withheld shares: $74.96 (6,388 shares, ~$478,844) and $75.60 (6,694 shares, ~$506,066). Total tax withholding ≈ $984,910.
  • Total shares awarded/derivative granted: 87,663 (14,549 + 22,412 + 50,702). All awards show $0 acquisition price (standard for grants).
  • Shares owned after the transactions: not specified in the provided filing excerpt.
  • Footnotes: awards were made under Kroger’s long-term incentive plan; some awards are restricted stock that vest 33% per year over three years (F3); the derivative award relates to options/vested instruments with a similar three‑year vesting schedule (F5). F2 and F4 indicate the share disposals were to pay tax liabilities (withholding).
  • Filing timeliness: reported on Form 4 filed 2026-03-16 for transactions on 2026-03-12/13 — within the standard two-business-day reporting window (timely).

Context
The disposals were tax withholdings (code F), not open-market sales; this is a routine way companies satisfy tax obligations when awarding shares and does not necessarily indicate a change in the insider’s view of the company. The larger derivative/award grants generally vest over time (per footnotes), so these are long-term compensation awards rather than immediate purchases or market-driven trades.

Insider Transaction Report

Form 4
Period: 2026-03-12
COSSET YAEL
Executive Vice President
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-12+14,549148,538 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-12$74.96/sh6,388$478,844142,150 total
  • Award

    Common Stock

    [F3]
    2026-03-12+22,412164,562 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-13$75.60/sh6,694$506,066157,868 total
  • Award

    Non-Qualified Stock Option

    [F5]
    2026-03-12+50,70250,702 total
    Exercise: $74.96Exp: 2036-03-12Common Stock (50,702 underlying)
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.
Signature
/s/ Yael Cosset, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

Documents

1 file
  • 4
    ownership.xmlPrimary

    4