Kelley Joseph Michael 4

What Happened

• Kelley Joseph Michael, Senior Vice President of Kroger Co. (KR), was granted a total of 23,832 shares under the company’s long‑term incentive plans (awards marked "A" at $0.00). To cover the tax obligations tied to these awards, 2,074 shares were surrendered/withheld (marked "F") on March 12–13, 2026, producing proceeds of $96,848 (1,292 shares @ $74.96) and $59,119 (782 shares @ $75.60), respectively (total ≈ $155,967).
• The awards include restricted/derivative shares (14,487 shares noted as derivative/restricted) that vest over time per plan terms; the awards themselves are acquisitions (not open‑market purchases).

Key Details

• Transaction dates and prices:
  • 2026-03-12: Awarded 2,941 shares @ $0.00 (A)
  • 2026-03-12: 1,292 shares withheld for taxes @ $74.96 = $96,848 (F)
  • 2026-03-12: Awarded 6,404 shares @ $0.00 (A)
  • 2026-03-13: 782 shares withheld for taxes @ $75.60 = $59,119 (F)
  • 2026-03-12: Awarded 14,487 shares (derivative/restricted) @ $0.00 (A, derivative)
• Shares owned after transaction: The Form 4 did not disclose a single consolidated "shares owned following" total in the data provided.
• Relevant footnotes from the filing:
  • Awards were made under Kroger’s long‑term incentive plans (F1, F6).
  • Withheld shares were used to pay the tax liabilities associated with the awards (F2, F4).
  • The 14,487 derivative/restricted shares vest in equal annual installments over three years (33% per year) (F3).
  • Ownership totals may include plan accounts deemed “tax‑conditioned” per Rule 16b‑3 (F5).
• Filing timeliness: Transaction dates were March 12–13, 2026 and the Form 4 was filed March 16, 2026. The filing appears timely under the two‑business‑day reporting rule.

Context

• These transactions are award grants with a routine tax‑withholding settlement (shares surrendered to cover taxes). That pattern is common for restricted stock/award grants and does not by itself indicate a discretionary open‑market sale by the insider.
• For retail investors: awards signal compensation/long‑term employee incentives rather than immediate insider buying conviction; tax withholding sales are procedural and customary following grants.