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.

Insights

Corporate Governance Expert

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.

Securities Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chao Elaine L.

(Last) (First) (Middle)

THE KROGER CO.

1014 VINE STREET

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KROGER CO [ KR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								4,083.512	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock - Deferred Comp	(1)	09/30/2025		A		378.3511		(2)	(2)	Common Stock	1,590.921	$67.41	5,265.6137	D

Explanation of Responses:

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.

2. Shares of phantom stock are payable in cash following termination of the reporting person's services as an Independent Director of The Kroger Co.

	/s/ Elaine L. Chao, by Dorothy D. Roberts, Attorney-in-Fact	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Elaine L. Chao report on the Form 4 for KR?

The filing reports a disposition of 4,083.512 common shares and an acquisition of 378.3511 phantom shares under a deferred compensation plan corresponding to 1,590.921 underlying shares.

What is the reported beneficial ownership after the transactions?

The reporting person’s beneficial ownership following the reported transactions is 5,265.6137 shares (direct).

What are the phantom shares mentioned in the filing?

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; they are cash-settled and payable after termination of service as an independent director.

What valuation is shown for the underlying common shares linked to the phantom stock?

The filing shows an implied value of $67.41 per underlying common share for the phantom stock reporting.

Who signed the Form 4 on behalf of the reporting person?

The filing is signed by an attorney-in-fact on behalf of Elaine L. Chao.