Jabbar Valerie L. 4

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.