Kroger director acquires 49.977 phantom units

Mark S. Sutton’s new 49.977 phantom shares entitle him to one Kroger share each after his independent-director service ends.

Rhea-AI Filing Summary

KROGER CO (KR) director Mark S. Sutton reported an acquisition of 49.977 phantom stock incentive shares on September 1, 2026. Each phantom share represents the right to receive one share of Kroger common stock upon distribution from his deferred compensation account, and these phantom shares will be distributed after his service as an independent director ends. The award arose from dividend reinvestment transactions under a Kroger deferred compensation plan. Following this transaction, Sutton holds 7,474.821 phantom shares and 46,004 common shares, both held directly.

Insider Trade Summary

Grant/Award: 49.977 shares

Grant/Award 2 txns

Insider Sutton Mark S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares F1, F2, F3	49.977	$57.94	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 7,474.821 contracts (Direct); Common Stock — 46,004 shares (Direct)

Footnotes (3)

1. F1. Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
2. F2. Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.
3. F3. Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.

Key Figures

Phantom stock acquired: 49.977 shares Phantom stock value per share: $57.94 per phantom share Phantom stock holdings after transaction: 7,474.821 shares +2 more

5 metrics

Phantom stock acquired 49.977 shares Phantom Stock - Incentive Shares granted on September 1, 2026

Phantom stock value per share $57.94 per phantom share Reported transaction value for phantom stock acquisition on September 1, 2026

Phantom stock holdings after transaction 7,474.821 shares Total phantom stock incentive shares held directly after the grant

Common stock holdings after transaction 46,004 shares Directly held Kroger common stock position reported as of September 1, 2026

Underlying common stock for this grant 49.977 shares Each phantom share corresponds to one Kroger common share

Key Terms

Phantom Stock - Incentive Shares, deferred compensation plan, dividend reinvestment transactions, phantom share

4 terms

Phantom Stock - Incentive Shares financial

"security titled "Phantom Stock - Incentive Shares" acquired as a grant"

deferred compensation plan financial

"dividend reinvestment transactions under a deferred compensation plan of The Kroger Co."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

dividend reinvestment transactions financial

"Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan"

phantom share financial

"Each phantom share represents the right to receive one common share"

FAQ

What insider transaction did KR director Mark S. Sutton report on September 1, 2026?

He reported acquiring 49.977 phantom stock incentive shares tied to Kroger common stock through dividend reinvestment under a deferred compensation plan on September 1, 2026. These are reported as a grant or award, not as an open-market purchase.

How many Kroger (KR) phantom stock incentive shares does Mark S. Sutton now hold?

After the reported transaction, Mark S. Sutton holds 7,474.821 phantom stock incentive shares. Each phantom share represents the right to receive one Kroger common share upon distribution from his deferred compensation account.

How many Kroger (KR) common shares does Mark S. Sutton directly own after this Form 4?

He directly owns 46,004 Kroger common shares after the reported activity. This figure is reported as a holding entry and is separate from his phantom stock balance in the deferred compensation plan.

What does the phantom stock reported by the Kroger (KR) director represent?

Each phantom share represents the right to receive one Kroger common share upon distribution from the director’s deferred compensation account. The phantom shares will be distributed following termination of his services as an independent director.

Was the Kroger (KR) director’s phantom stock transaction under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not affirmed, and the footnotes describe the acquisition as phantom stock gained via dividend reinvestment transactions under a deferred compensation plan, not under a pre-arranged trading plan.

What price per phantom share is associated with the Kroger (KR) director’s acquisition?

The transaction is reported at a value of $57.94 per phantom share for the 49.977 phantom stock incentive shares acquired. This per-share figure is tied to the deferred compensation phantom stock entry, not to an open-market common stock trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 12:36 PM Accepted by SEC EDGAR 09/02/2026 - 12:35 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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

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

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

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								46,004	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)	09/01/2026		A		49.977(2)		(3)	(3)	Common Stock	49.977	$57.94	7,474.821	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	09/02/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)