The Kroger Co. (KR) director reports 49,307 shares and 10,671 phantom units

Rhea-AI Filing Summary

The Kroger Co. director reports additional phantom stock and total holdings. A Kroger independent director reported acquiring 55.007 phantom stock incentive shares on 12/01/2025 at a derivative price of $67.55 per unit. Each phantom share represents the right to receive one Kroger common share upon distribution from the director’s deferred compensation account, generally after service as an independent director ends.

Following this transaction, the director beneficially owns 49,307 Kroger common shares directly and 10,671.501 phantom stock units directly. The phantom shares were acquired through dividend reinvestment in a deferred compensation plan, so they track the value of Kroger stock without being traditional shares until distributed.

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^*

Aufreiter Nora A

(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)
12/01/2025

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								49,307	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 - Incentive Shares	(1)	12/01/2025		A		55.007(2)		(3)	(3)	Common Stock	55.007	$67.55	10,671.501	D

Explanation of Responses:

1. Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.

2. Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.

3. Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.

	/s/ Nora A. Aufreiter, by Dorothy D. Roberts, Attorney-in-Fact	12/02/2025
	** 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 insider transaction did Kroger (KR) report on December 1, 2025?

An independent director acquired 55.007 phantom stock incentive shares on 12/01/2025 at a derivative price of $67.55 per unit, linked to Kroger common stock.

How many Kroger (KR) common shares does the director own after this transaction?

After the reported transaction, the director beneficially owns 49,307 Kroger common shares directly.

How many phantom stock units of Kroger (KR) does the director hold?

The director holds 10,671.501 phantom stock units directly, each representing the right to receive one Kroger common share upon distribution.

What does a Kroger (KR) phantom stock share represent for the director?

Each phantom share represents the right to receive one Kroger common share when the director’s deferred compensation account is distributed, generally after board service ends.

How were the Kroger (KR) phantom shares acquired by the director?

The phantom stock was acquired through dividend reinvestment transactions under The Kroger Co. deferred compensation plan for independent directors.

Is the Kroger (KR) director’s ownership reported as direct or indirect?

Both the 49,307 common shares and the 10,671.501 phantom stock units are reported as direct beneficial ownership.