Kroger chair awarded 388 phantom shares

SARGENT RONALD reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SARGENT RONALD reported acquisition or exercise transactions in this Form 4 filing.

Kroger Co. Chairman of the Board Ronald Sargent reported compensation-related activity involving phantom stock tied to Kroger common shares. He received a grant of 388.213 phantom stock incentive shares on June 1, 2026, valued at $61.5200 per phantom share, through dividend reinvestment under a deferred compensation plan.

After this transaction, his phantom stock balance rose to 68,625.153 phantom shares, each representing the right to receive one Kroger common share upon distribution from his deferred compensation account, which will occur following termination of his services. His directly held Kroger common stock position is reported at 254,998 shares after the reported holdings entry.

Insider Trade Summary

Grant/Award: 388.213 shares

Grant/Award 2 txns

Insider SARGENT RONALD

Role Chairman of the Board

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	388.213	$61.52	$24K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 68,625.153 contracts (Direct); Common Stock — 254,998 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 shares acquired: 388.213 phantom shares Phantom share reference price: $61.5200 per phantom share Total phantom shares after transaction: 68,625.153 phantom shares +1 more

4 metrics

Phantom shares acquired 388.213 phantom shares Grant on June 1, 2026 via dividend reinvestment

Phantom share reference price $61.5200 per phantom share Value used for the June 1, 2026 award

Total phantom shares after transaction 68,625.153 phantom shares Balance in deferred compensation account after award

Common stock holdings 254,998 shares Direct Kroger common stock held after reported transactions

Key Terms

Phantom Stock, deferred compensation plan, dividend reinvestment transactions

3 terms

Phantom Stock financial

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

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

deferred compensation plan financial

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

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"

FAQ

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

What insider transaction did Kroger (KR) report for Ronald Sargent?

Kroger reported that Chairman Ronald Sargent acquired 388.213 phantom stock incentive shares on June 1, 2026. These were credited through a deferred compensation plan and reflect dividend reinvestment rather than an open-market stock purchase or sale.

What are Kroger (KR) phantom stock incentive shares reported in this Form 4?

Each phantom stock incentive share represents the right to receive one Kroger common share upon distribution from a deferred compensation account. They track the value of Kroger stock and are typically settled in shares after the executive’s service ends.

How many Kroger (KR) phantom shares does Ronald Sargent hold after this filing?

Following the June 1, 2026 transaction, Ronald Sargent holds 68,625.153 phantom stock incentive shares. This balance reflects cumulative awards and dividend reinvestments under Kroger’s deferred compensation plan as reported in the filing.

Did Ronald Sargent buy or sell Kroger (KR) common stock in this Form 4?

The Form 4 does not report any open-market buys or sells of Kroger common stock. It primarily shows a phantom stock award and a holdings entry, with his direct common stock ownership reported at 254,998 shares after the transactions.

How does Kroger’s deferred compensation plan affect this Form 4 transaction?

The deferred compensation plan credits phantom stock through dividend reinvestment, as reflected by the 388.213 phantom shares added. These phantom shares will be distributed as Kroger common shares following termination of the reporting person’s services.

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

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Accepted by SEC EDGAR 06/02/2026 - 11:43 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^*

SARGENT RONALD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

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								254,998	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		388.213(2)		(3)	(3)	Common Stock	388.213	$61.52	68,625.153	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/ Ronald L. Sargent, 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)