Kroger director awarded additional phantom stock

Kroger Co. director Anne Gates reported a routine compensation-related award of phantom stock tied to her deferred compensation plan.

Rhea-AI Filing Summary

Kroger Co. director Anne Gates reported a routine compensation-related award of phantom stock tied to her deferred compensation plan. She acquired 137.555 phantom stock incentive shares at $61.520 per share value through dividend reinvestment transactions.

Each phantom share represents the right to receive one Kroger common share when amounts are distributed from her deferred compensation account, which will occur after her service as an Independent Director ends. Following these transactions, she holds 31,025 shares of Kroger common stock directly and 24,315.879 phantom stock units in the plan.

Insider Trade Summary

Grant/Award: 137.555 shares

Grant/Award 2 txns

Insider Gates Anne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	137.555	$61.52	$8K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 24,315.879 contracts (Direct); Common Stock — 31,025 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 units acquired: 137.555 units Phantom stock reference price: $61.520 per unit Total phantom stock after transaction: 24,315.879 units +1 more

4 metrics

Phantom stock units acquired 137.555 units Dividend reinvestment grant on phantom stock incentive shares

Phantom stock reference price $61.520 per unit Value per phantom stock incentive share for this acquisition

Total phantom stock after transaction 24,315.879 units Phantom stock balance in deferred compensation plan

Common shares held after transaction 31,025 shares Direct ownership of Kroger common stock by Anne Gates

Key Terms

Phantom Stock - Incentive Shares, deferred compensation account, dividend reinvestment transactions, Independent Director

4 terms

Phantom Stock - Incentive Shares financial

"security_title: "Phantom Stock - Incentive Shares""

deferred compensation account financial

"represents the right to receive one common share upon distribution from the deferred compensation account"

dividend reinvestment transactions financial

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

Independent Director financial

"following termination of the reporting person's services as an Independent Director of The Kroger Co."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kroger (KR) director Anne Gates report in this Form 4?

Anne Gates reported a routine compensation award of 137.555 phantom stock incentive shares tied to a deferred compensation plan. These were acquired through dividend reinvestment and increase her phantom stock balance to 24,315.879 units.

How many Kroger (KR) phantom stock units does Anne Gates now hold?

After the latest transactions, Anne Gates holds 24,315.879 phantom stock units in Kroger’s deferred compensation plan. These units track Kroger common shares and were increased by 137.555 units through dividend reinvestment.

What does Kroger (KR) phantom stock represent for Anne Gates?

Each Kroger phantom share represents the right to receive one common share when funds are distributed from Anne Gates’s deferred compensation account. Distribution occurs after her service as an Independent Director ends, aligning compensation with long-term involvement.

How many Kroger (KR) common shares does Anne Gates directly own?

Following the reported transactions, Anne Gates directly owns 31,025 shares of Kroger common stock. This position is separate from her 24,315.879 phantom stock units held in the company’s deferred compensation plan.

How were the new Kroger (KR) phantom stock units for Anne Gates acquired?

The 137.555 new phantom stock units were acquired via dividend reinvestment under a Kroger deferred compensation plan. Dividends credited to her account are reinvested into phantom shares that mirror Kroger common stock.

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

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Accepted by SEC EDGAR 06/02/2026 - 11:47 AM EDT 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^*

Gates Anne

(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)
06/01/2026

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								31,025	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)	06/01/2026		A		137.555(2)		(3)	(3)	Common Stock	137.555	$61.52	24,315.879	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/ Anne Gates, by Dorothy D. Roberts, Attorney-in-Fact	06/02/2026
	** 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)