FIKE CARIN L 4

What Happened

• Carin L. Fike, Vice President and Treasurer of Kroger Co., disposed of 501 shares of Kroger common stock as payment of tax liabilities tied to restricted stock. Transactions occurred on March 9–10, 2026, across four withheld-share events: 158 shares @ $73.37 ($11,592), 128 shares @ $73.37 ($9,391), 109 shares @ $72.24 ($7,874), and 106 shares @ $72.24 ($7,657), for a combined value of approximately $36,514. These were tax-withholding dispositions (Form 4 code F), not open-market sales.

Key Details

• Transaction dates and prices:
  • 2026-03-09: 158 shares @ $73.37 = $11,592 (withheld)
  • 2026-03-09: 128 shares @ $73.37 = $9,391 (withheld)
  • 2026-03-10: 109 shares @ $72.24 = $7,874 (withheld)
  • 2026-03-10: 106 shares @ $72.24 = $7,657 (withheld)
• Total shares surrendered: 501; approximate total value: $36,514.
• Shares owned after transaction: not specified in the filing; footnote indicates certain plan shares are included in reported holdings (see below).
• Footnotes:
  • F1: These dispositions were payments of tax liability associated with restricted stock (share withholding).
  • F2: Reporting person acquired 25.4040 shares in the company’s employee benefit plans between Oct 1 and Dec 31, 2025; plan-held shares are included in the reporting person’s totals per trustee reports.
• Filing timeliness: The Form 4 was filed on 2026-03-11 for transactions on 2026-03-09 and 03-10, which appears to be timely (within the standard two-business-day window).

Context

• This is a routine tax-withholding event tied to restricted stock vesting, not an open-market sale intended to realize gains. Code F (payment of tax liability) is common when shares vest and employers withhold shares to cover taxes.
• Such withholding transactions generally do not by themselves signal the insider’s market view; purchases or open-market sales are usually more indicative of sentiment.