Kroger SEC Filings

Elaine L. Chao, a director of The Kroger Co. (KR), reported changes in her beneficial ownership on transactions dated 09/30/2025. The filing shows a disposition of 4,083.512 shares of Kroger common stock. It also reports an acquisition of 378.3511 phantom shares under a deferred compensation plan, which correspond to 1,590.921 underlying common shares valued at $67.41 per share for reporting purposes. After these transactions the reported beneficial ownership totals 5,265.6137 shares held directly. The filing explains that each phantom share represents the right to a cash payment equal to one share's value and that phantom shares are payable in cash following termination of the reporting person’s service as an independent director.

The Kroger Co. reported mixed but broadly constructive operating results across the first two quarters of fiscal 2025. Net earnings per diluted share were $0.91 in the second quarter and $2.20 year-to-date, with adjusted results of $1.04 and $2.53, respectively, reflecting growth versus the prior year. Operating profit was $863 million for the quarter and $2.2 billion year-to-date, while adjusted FIFO operating profit was $1.1 billion and $2.6 billion. Identical sales excluding fuel rose 3.4% for the quarter and 3.3% year-to-date, led by pharmacy, eCommerce and Fresh; eCommerce grew 16% for the quarter and 15% year-to-date. Cash flow from operations totaled $3.7 billion year-to-date and cash and temporary investments rose to $4.9 billion from $4.0 billion. The company returned $625 million to shareholders and recorded a series of one-time charges including $100 million for planned store closures, $60 million of incremental multi-employer pension contributions, and $47 million for severance related to a corporate reorganization. Finance lease assets of $907 million and finance lease liabilities of $111 million (current) and $746 million (non-current) were recorded, and the reported fair value of total debt was below carrying value in the period presented.

Valerie L. Jabbar, Senior Vice President of The Kroger Co. (KR), reported a small disposition of common stock tied to tax withholding for restricted shares. The Form 4 shows a disposal of 612 shares at a price of $67.41 per share as a method to satisfy tax liability from vesting restricted stock, leaving 82,072 shares beneficially owned in a direct form. The filing indicates the transaction was executed under a standard tax-withholding arrangement for equity compensation and was reported by an attorney-in-fact on behalf of the reporting person.

Elaine L. Chao, an independent director of The Kroger Co. (KR), reported a sale and a deferred-compensation acquisition. The filing discloses a disposal of 4,083.512 shares of Kroger common stock and the acquisition of 77.692 phantom shares under a deferred compensation plan, each phantom share representing the right to one common share at distribution. The phantom shares were acquired through dividend reinvestment and carry a reference price of $68.64 per share. The report shows total beneficial ownership following these transactions of 15,314.271 common shares held directly.

Nora A. Aufreiter, an independent director of The Kroger Co. (KR), reported a change in beneficial ownership on transactions dated 09/02/2025. The filing shows a disposition of 49,307 shares of Kroger common stock and an acquisition of 53.859 phantom stock incentive shares under Kroger’s deferred compensation plan. Each phantom share represents the right to one common share upon distribution, and these phantom shares were acquired through dividend reinvestment.

The filing notes that the phantom shares will be distributed following termination of Ms. Aufreiter’s service as an independent director. Following the reported derivative transaction, the form lists 10,616.494 shares beneficially owned (reported in the derivative section).

Anne Gates, an independent director of The Kroger Co. (KR), reported a sale and a related phantom stock acquisition on Form 4. The filing shows a disposition of 31,025 common shares on 09/02/2025. The director also acquired 121.413 phantom shares on the same date through dividend reinvestment under Kroger's deferred compensation plan; those phantom shares represent rights to receive common shares upon distribution and will be distributed following termination of her service. After these transactions, the filing reports 23,932.385 shares of derivative securities beneficially owned following the reported activity. The Form 4 was signed on 09/03/2025.

Ronald L. Sargent, identified as Chairman and Interim CEO of The Kroger Co. (KR), reported transactions dated 09/02/2025. The filing shows a sale of 185,426 shares of Kroger common stock, reducing his direct holdings. After the reported transactions, the filing lists total beneficial ownership of 67,542.844 common shares.

The report also discloses acquisition of 342.658 phantom stock incentive shares through a deferred compensation dividend reinvestment plan at an indicated phantom share price of $68.64. Those phantom shares represent rights to receive common shares upon distribution, which the filing states will occur following termination of the reporting person’s service as an Independent Director. The form was signed on 09/03/2025 by an attorney-in-fact.

Form 4 filed by Mark S. Sutton, an independent director of The Kroger Co. (KR), records a change in beneficial ownership dated 09/02/2025. The filing shows an acquisition of 37.074 phantom stock units under Kroger's deferred compensation plan, described as rights to receive one common share upon distribution. The filing notes these phantom units were acquired through dividend reinvestment and that distributions of the phantom shares occur following termination of the reporting person’s service as an independent director. A price of $68.64 is shown in the derivative table. The form is signed 09/03/2025.