Form 4: Kroger VP Boosts Equity Holdings via Incentive Plans

Kroger's Group Vice President, Megan N. Shaffer, reported the acquisition of common stock and stock options through long-term incentive plans, alongside related tax-driven share dispositions.

Summary

• Megan N. Shaffer, Group Vice President of The Kroger Co., reported several transactions related to her beneficial ownership of company securities.
• On March 12, 2026, Shaffer acquired 1,157 shares of Common Stock as an award from a long-term incentive plan.
• Also on March 12, 2026, she disposed of 529 shares of Common Stock at a price of $74.96 to cover tax liabilities associated with a share award.
• An additional 3,002 shares of Restricted Stock were awarded on March 12, 2026, under a long-term incentive plan, with restrictions lapsing in equal annual installments over three years, commencing one year from the award date.
• On March 13, 2026, 1,112 shares of Common Stock were disposed of at $75.60 to satisfy tax liabilities related to the restricted stock award.
• Shaffer also acquired 6,791 Non-Qualified Stock Options on March 12, 2026, with an exercise price of $74.96 and an expiration date of March 12, 2036. These options vest in equal annual installments over three years, commencing one year after the grant date.
• Following these transactions, Shaffer's direct beneficial ownership of Common Stock increased to 32,673 shares, and she holds 6,791 derivative securities (stock options).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as slightly positive, reflecting routine executive compensation awards that align management incentives with long-term company performance, without indicating any significant operational or financial shifts.

Positives

• Megan N. Shaffer received 1,157 shares of Common Stock and 3,002 shares of Restricted Stock as awards under The Kroger Co.'s long-term incentive plans, indicating continued executive alignment with shareholder interests.
• The grant of 6,791 Non-Qualified Stock Options further incentivizes long-term performance, with an exercise price of $74.96 and a 10-year term.

Negatives

• Dispositions of 529 shares at $74.96 and 1,112 shares at $75.60 were made to cover tax liabilities associated with the equity awards, which is a routine event and not indicative of negative sentiment.

Future Outlook

The restricted stock and non-qualified stock options are subject to vesting schedules, with restrictions lapsing and options vesting in equal annual installments over a three-year period, commencing one year from their respective award/grant dates. This indicates a future alignment of executive incentives with long-term company performance.

Industry Context

StockSavvy.ai notes that these transactions are typical disclosures for executive compensation under long-term incentive plans in the retail grocery industry. Such equity awards are a common mechanism to align management's interests with shareholder value creation over multi-year horizons.

Related Party Transactions

• The acquisition of common stock, restricted stock, and non-qualified stock options by Megan N. Shaffer, a Group Vice President, are transactions with The Kroger Co. under its long-term incentive plans, representing standard related-party compensation dealings.

Stakeholder Impact

• Shareholders: The equity awards align executive incentives with long-term shareholder value. The tax-related dispositions are routine and have minimal impact.
• Employees: No direct impact on the broader employee base is indicated by this filing.
• Management: The awards provide significant long-term incentives and compensation to the reporting executive.

Next Steps

• The restricted stock will lapse in equal annual installments over a three-year period, commencing one year from the award date of March 12, 2026.
• The non-qualified stock options will vest in equal annual installments over a three-year period, commencing one year after the grant date of March 12, 2026.

Key Dates

Keywords

Kroger, KR, Insider Transaction, Form 4, Executive Compensation, Stock Options, Restricted Stock, Long-Term Incentive Plan, Beneficial Ownership