Kelley Joseph Michael 4

What Happened

• Joseph Michael Kelley, Senior Vice President of Kroger Co. (KR), disposed of a total of 1,373 shares as payment of tax liability associated with restricted stock (transaction code F).
• Transactions: 651 shares at $73.37 on 2026-03-09 for $47,764, and 722 shares at $72.24 on 2026-03-10 for $52,157 — total $99,921. These were tax-withholding disposals (shares surrendered), not open-market purchases.

Key Details

• Transaction dates and prices:
  • 2026-03-09: 651 shares @ $73.37 = $47,764 (F)
  • 2026-03-10: 722 shares @ $72.24 = $52,157 (F)
• Shares owned after transaction: Not specified in the Form 4 (filing does note plan-held shares per footnote).
• Footnotes:
  • F1: Payment of tax liability associated with restricted stock (i.e., shares surrendered to cover taxes).
  • F2: Reporting person acquired 4.42 shares in the company’s employee benefit plans between Oct 1 and Dec 31, 2025; plan-held shares are included in total holdings per trustee reports.
• Filing/timeliness: Report filed 2026-03-11 for transactions on Mar 9–10, 2026; this filing appears timely.

Context

• These transactions are tax-withholding disposals tied to vested restricted stock awards (common routine action) rather than discretionary open-market sales and do not necessarily indicate a change in insider sentiment.
• For retail investors: tax-surrender transactions (code F) simply reflect the company or broker retaining shares to satisfy withholding; they are informational about insider compensation but are less indicative of buying/selling intent than open-market purchases or sales.