The Kroger Co. (NYSE: KR) director Elaine Chao updates stock and phantom units

Rhea-AI Filing Summary

The Kroger Co. director Elaine L. Chao reported changes in her equity-linked holdings. As of the reported transaction, she directly beneficially owned 4,083.512 shares of Kroger common stock. She also acquired 407.0083 phantom stock units at a reference price of $64.495 per unit under a deferred compensation arrangement, bringing her total beneficially owned derivative securities to 5,672.622 phantom stock units.

Each phantom share represents the right to receive in cash the value of one share of Kroger common stock when amounts are distributed from her deferred compensation account, and these phantom stock amounts are payable in cash after she terminates her service as an independent director.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
12/31/2025

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)	12/31/2025		A		407.0083		(2)	(2)	Common Stock	407.0083	$64.495	5,672.622	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	01/05/2026
	** 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.
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FAQ

What insider transaction did Kroger (KR) director Elaine L. Chao report?

Elaine L. Chao, a director of The Kroger Co., reported an acquisition of 407.0083 phantom stock units on 12/31/2025 under a deferred compensation arrangement, as well as her updated beneficial ownership of common and phantom stock.

How many Kroger (KR) common shares does Elaine L. Chao beneficially own after this filing?

Following the reported transaction, Elaine L. Chao beneficially owned 4,083.512 shares of Kroger common stock in direct ownership.

What are the terms of the phantom stock reported by Kroger (KR) director Elaine L. Chao?

Each phantom share represents the right to receive in cash the value of one share of Kroger common stock upon distribution from her deferred compensation account, and the phantom stock is payable in cash after her service as an independent director ends.

How many Kroger (KR) phantom stock units does Elaine L. Chao own after the transaction?

After acquiring 407.0083 additional units, Elaine L. Chao beneficially owned 5,672.622 phantom stock units, which are classified as derivative securities linked to Kroger common stock.

Was the Kroger (KR) Form 4 filed for one reporting person or a group?

The filing was filed by one reporting person, covering the holdings and transactions of Elaine L. Chao only.

How is the phantom stock for Kroger (KR) director Elaine L. Chao settled?

The filing states that shares of phantom stock are payable in cash after the termination of Elaine L. Chao’s services as an independent director of The Kroger Co.