COSSET YAEL 4

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.