Kroger (NYSE: KR) director adds phantom stock via dividend reinvestment

Rhea-AI Filing Summary

Kroger Co. director Mark S. Sutton reported an automatic acquisition of phantom stock units under the company’s deferred compensation plan. On this date, he received 37.233 phantom shares through dividend reinvestment, bringing his phantom stock balance to 7,382.842 units. Each phantom share represents the right to receive one Kroger common share, which will be distributed after his service as an independent director ends. The filing also shows he directly owns 42,344 Kroger common shares.

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^*

Sutton Mark S

(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)
03/02/2026

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								42,344	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)	03/02/2026		A		37.233(2)		(3)	(3)	Common Stock	37.233	$69.05	7,382.842	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/ Mark S. Sutton, by Stacey M. Heiser, Attorney-in-Fact	03/03/2026
	** 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 Mark Sutton report?

Kroger director Mark S. Sutton reported acquiring 37.233 phantom stock units. These were credited through dividend reinvestment in a deferred compensation plan, increasing his phantom stock holdings to 7,382.842 units while his direct common share ownership stands at 42,344 shares.

What are phantom stock units in Kroger (KR)’s deferred compensation plan?

Kroger’s phantom stock units represent the right to receive one common share per unit at distribution. For director Mark Sutton, these units accrue in a deferred compensation account, often via dividend reinvestment, and are settled in Kroger common shares after his board service ends.

How many Kroger (KR) phantom shares does Mark Sutton now hold?

After the reported transaction, Mark Sutton holds 7,382.842 phantom stock units. This total reflects an additional 37.233 units acquired through dividend reinvestment, each unit corresponding to one Kroger common share payable at distribution from the deferred compensation account.

When will Mark Sutton’s Kroger (KR) phantom stock be distributed?

Mark Sutton’s phantom stock units will be distributed after he ceases serving as an independent director. At that time, each of his 7,382.842 phantom units is designed to convert into one Kroger common share, according to the deferred compensation plan terms.

How many Kroger (KR) common shares does Mark Sutton directly own?

Following the reported activity, Mark Sutton directly owns 42,344 Kroger common shares. This figure is separate from his 7,382.842 phantom stock units, which are held in a deferred compensation account and payable in common shares at a future distribution date.

Was the Kroger (KR) phantom stock acquisition an open-market purchase?

No, the 37.233 phantom shares were not bought on the open market. They were automatically acquired through dividend reinvestment within Kroger’s deferred compensation plan, increasing Mark Sutton’s phantom stock balance without a traditional market purchase or sale.