KR Form 4: Director Disposes 4,083 Shares, Acquires 378 Phantom Shares
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
TL;DR: Director reported a sale of common stock and conversion of deferred compensation into phantom stock payable in cash.
The report documents routine director-level portfolio activity rather than corporate operational developments. The disposal of 4,083.512 common shares reduces direct equity holdings, while the acquisition of 378.3511 phantom shares shifts compensation into a cash-settled deferred instrument tied to common stock value. For governance review, the important facts are that the phantom shares remain cash-settled and payable after termination, preserving a compensation linkage to stock performance without increasing voting shares.
TL;DR: Transactions are modest in size and reflect compensation structuring, not a change in control or material shift in insider stake.
From a securities perspective, the net change in reported beneficial ownership (resulting in 5,265.6137 shares) is small relative to a large-cap issuer. The phantom share acquisition references an implied valuation of $67.41 per underlying share for reporting; however, the form shows no exercise or market-sale price for the disposed common shares. These entries are compliance disclosures of insider activity and do not, by themselves, indicate material corporate events.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock - Deferred Comp | 378.351 | $67.41 | $26K |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account. Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of The Kroger Co.
