Jabbar Valerie L. 4

4 · KROGER CO · Filed Mar 16, 2026

AI-generated summary of this filing

Updated Mar 16, 2026

Kroger (KR) SVP Valerie Jabbar Receives Awards, Sells Shares

What Happened

Valerie L. Jabbar, Senior Vice President of Kroger Co. (KR), received equity awards on March 12, 2026 totaling 31,248 shares (three award entries: 5,135; 8,005; and 18,108 — the last reported as a derivative award) at $0.00 per share.
To satisfy tax withholding on these awards, Jabbar had 4,655 shares disposed: 2,255 shares withheld on 2026-03-12 at $74.96 each ($169,035) and 2,400 shares withheld on 2026-03-13 at $75.60 each ($181,440). Total proceeds tied to the withholding sales ≈ $350,475.
These transactions are award grants plus routine tax-withholding dispositions (not open-market sales of newly purchased stock).

Key Details

Transaction dates and prices:
- 2026-03-12: Awarded 5,135 and 8,005 shares (acquisitions @ $0.00). Withheld 2,255 shares @ $74.96 to cover taxes (≈ $169,035).
- 2026-03-12: Awarded 18,108 derivative shares (acquisition @ $0.00).
- 2026-03-13: Withheld 2,400 shares @ $75.60 to cover taxes (≈ $181,440).
Shares sold to cover taxes: 4,655 shares total; total value ≈ $350,475.
Shares owned after the transactions: not specified in the provided filing excerpt.
Relevant footnotes: awards issued under Kroger’s long-term incentive plan; some awards are restricted stock with restrictions lapsing 33% per year over three years; tax-withholding sales noted (payment of tax liability). Options/awards vest over three years at 33% annually where applicable.
Timeliness: Report filed 2026-03-16 for transactions on 2026-03-12–13; filing date matches standard Form 4 timing (filed within the required business-day window).

Context

The dispositions were tax-withholding transactions (code F), a routine administrative step when equity awards vest; such withholdings are not the same as voluntary open-market sales and do not necessarily signal the insider’s market view.
The awards include restricted/derivative shares with multi-year vesting schedules (33% per year), so full ownership is phased over time.

Form 4

Period: 2026-03-12

Senior Vice President

Transactions

Award
Common Stock
[F1]
2026-03-12+5,135→ 85,316 total
Tax Payment
Common Stock
[F2]
2026-03-12$74.96/sh−2,255$169,035→ 83,061 total
Award
Common Stock
[F3]
2026-03-12+8,005→ 91,066 total
Tax Payment
Common Stock
[F4]
2026-03-13$75.60/sh−2,400$181,440→ 88,666 total
Award
Non-Qualified Stock Option
[F5]
2026-03-12+18,108→ 18,108 total
Exercise: $74.96Exp: 2036-03-12→ Common Stock (18,108 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/ Valerie L. Jabbar, by Dorothy D. Roberts, Attorney-in-Fact|2026-03-16

1 file