Form 4: Kroger Executive Vice President Sells Over 34,000 Shares Under Pre-Arranged Plan

Kroger Executive Vice President Mary Ellen Adcock sold 34,250 shares of common stock for approximately $2.44 million on June 27, 2025, under a Rule 10b5-1 trading plan.

Summary

• Mary Ellen Adcock, Executive Vice President of The Kroger Co. (KR), disposed of 34,250 shares of common stock.
• The transaction occurred on June 27, 2025.
• The shares were sold at a weighted average price of $71.16 per share, with individual transaction prices ranging from $71.12 to $71.20.
• Following this transaction, Mary Ellen Adcock beneficially owns 184,473 shares of Kroger common stock.
• The sale was conducted pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: Neutral. The document reports a routine insider stock sale under a pre-arranged plan, which is a common occurrence and does not inherently indicate positive or negative company performance or outlook.

Positives

• The sale was executed under a Rule 10b5-1(c) plan, indicating a pre-scheduled transaction rather than an immediate reaction to market conditions, which often mitigates negative investor interpretations.

Negatives

• An executive selling a significant number of shares could be perceived negatively by some investors, potentially signaling a lack of confidence, although this is largely mitigated by the 10b5-1 plan.

Risks

• Potential for negative investor sentiment if the sale is misinterpreted as a lack of confidence in the company's future, despite being part of a pre-arranged plan.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports an insider transaction.

Management Comments

• The reporting person undertakes to provide to The Kroger Co., any security holder of The Kroger Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

Industry Context

This Form 4 filing reports an individual insider transaction and does not provide broader industry context or trends. Insider sales are common and can occur for various personal financial planning reasons, especially when executed under a Rule 10b5-1 plan, which allows insiders to sell shares at a predetermined time or price to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• This document reports a specific insider transaction and does not contain information suitable for comparison to industry-wide financial performance benchmarks or specific comparable companies/projects. Insider trading activity varies widely across executives and companies, and a single transaction does not establish an industry standard for performance.

Stakeholder Impact

• Shareholders: May observe the executive's stock sale, which could be interpreted differently depending on individual investment strategies and understanding of Rule 10b5-1 plans. The pre-arranged nature of the sale generally reduces concerns about its implications for company performance.

Next Steps

• The reporting person has undertaken to provide detailed information on share sales upon request to The Kroger Co., any security holder, or the SEC staff.

Key Dates

Keywords

Kroger, KR, SEC Form 4, Insider Trading, Stock Sale, Executive Compensation, Mary Ellen Adcock, Rule 10b5-1