FIKE CARIN L 4

What Happened

• Carin L. Fike, Vice President and Treasurer of The Kroger Co., received a package of equity awards on 2026-03-12 totaling 5,911 shares (three direct awards plus a 2,717-share derivative award). The awards were granted under Kroger’s long-term incentive plans.
• To satisfy tax withholding on the awards, 767 shares were disposed of (code F) over 2026-03-12 and 2026-03-13: 340 shares withheld at $74.96 for $25,486 (3/12), and 427 shares withheld at $75.60 for $32,282 (186 shares = $14,062 and 241 shares = $18,220). Net of withholding, Fike added about 5,144 shares to her holdings from these awards.
• These were equity awards and routine tax-withholding dispositions — not open-market sales or purchases.

Key Details

• Transaction dates and prices:
  • Awards (A): 2026-03-12 — 992, 1,201, 1,001 and 2,717 (derivative) shares granted (total 5,911).
  • Tax withholding (F): 2026-03-12 — 340 shares @ $74.96 = $25,486; 2026-03-13 — 186 shares @ $75.60 = $14,062 and 241 shares @ $75.60 = $18,220. Total withheld proceeds ≈ $57,768.
• Shares owned after transaction: not specified in the provided summary; the filing notes that total ownership includes plan-held shares per footnote F5 (see full Form 4 for exact post-transaction ownership).
• Relevant footnotes from the filing:
  • F1/F3: Awards issued under Kroger’s long-term incentive plan; some shares are restricted stock that vest 33% per year over three years beginning one year after the award.
  • F2/F4: The disposals are payments of tax liability associated with the awards (routine withholding).
  • F5: Reported ownership includes shares in employee benefit plans deemed “tax-conditioned.”
  • F6: (General plan note) Options under the LTIP vest 33% per year — not directly part of these transactions.
• Filing timeliness: no late filing was indicated in the supplied data.

Context

• This is a routine equity award plus tax-withholding event, common for restricted stock/RSU grants. The withheld shares were used to pay the tax liability on the award (disposition code F), not an open-market sale reflecting sentiment.
• Restricted shares/RSUs typically vest over time (here, 3 years at 33% per year), so the full economic benefit is realized only as vesting occurs.