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KROGER CO·4

Mar 16, 12:54 PM ET

Nichols Brian W 4

Research Summary

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Updated

Kroger (KR) Controller Brian W. Nichols Receives Awards, Sells Shares

What Happened
Brian W. Nichols, Group Vice President & Controller of Kroger Co. (KR), received equity awards on March 12, 2026 totaling 14,839 shares (grants reported at $0.00). To cover tax/exercise obligations he surrendered/sold 461 shares on March 12 at $74.96 ($34,557) and 755 shares on March 13 at $75.60 ($57,078), for combined proceeds of approximately $91,635. One of the awards reported is a derivative grant (options) rather than immediate common shares.

Key Details

  • Transaction dates and prices:
    • 2026-03-12: Award of 921 shares @ $0.00 (A)
    • 2026-03-12: 461 shares withheld/sold for tax @ $74.96 — $34,557 (F)
    • 2026-03-12: Award of 4,637 shares @ $0.00 (A)
    • 2026-03-13: 755 shares withheld/sold for tax @ $75.60 — $57,078 (F)
    • 2026-03-12: Award of 9,281 shares reported as a derivative grant @ $0.00 (A, derivative)
  • Total awarded shares: 14,839; total shares surrendered/sold for tax/exercise: 1,216; total proceeds ≈ $91,635.
  • Shares owned after the transactions: not specified in the provided filing details.
  • Notable footnotes from the filing:
    • Awards made under Kroger’s long-term incentive plan.
    • Some awards are restricted stock (restrictions lapse 33% per year over three years).
    • Some awards are option grants (vest 33% per year over three years).
    • The disposals coded “F” represent payment of tax liability associated with the awards (share withholding/cashless tax payment).
  • Filing timeliness: Transactions dated March 12 were reported on March 16, 2026 — the filing appears within the typical two-business-day Form 4 reporting window.

Context
These transactions reflect routine equity awards and the common practice of surrendering shares to cover tax obligations rather than open-market selling for investment reasons. The derivative award indicates option grants (vesting schedules noted in footnotes) rather than immediate saleable shares; restricted shares and options will vest over time per the stated schedules. Such tax-withholding disposals are administrative and do not necessarily indicate the insider’s view of the company’s prospects.