Kroger (NYSE: KR) director updates holdings with 61 phantom stock incentive shares

Rhea-AI Filing Summary

Kroger Co. director Nora A. Aufreiter reported routine updates to her equity-linked compensation. She received 61.021 phantom stock incentive shares on June 1, 2026, acquired through dividend reinvestment under a Kroger deferred compensation plan. Each phantom share represents the right to receive one common share upon distribution from her deferred compensation account after her service as an independent director ends.

Following this grant, her deferred compensation account holds 10,786.614 phantom shares linked to Kroger common stock, and she directly holds 49,307 Kroger common shares. The filing reflects compensation and dividend reinvestment activity rather than open-market buying or selling.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Aufreiter Nora A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	61.021	$61.52	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 10,786.614 shares (Direct, null); Common Stock — 49,307 shares (Direct, null)

Footnotes (1)

1. Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account. Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co. 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 granted: 61.021 shares Phantom stock balance: 10,786.614 shares Common shares held: 49,307 shares +1 more

4 metrics

Phantom stock granted 61.021 shares Phantom Stock - Incentive Shares acquired via dividend reinvestment on June 1, 2026

Phantom stock balance 10,786.614 shares Total phantom stock following transaction in deferred compensation account

Common shares held 49,307 shares Direct Kroger common stock holdings following reported transactions

Phantom stock reference price $61.5200 per share Price associated with 61.021 phantom stock incentive shares

Key Terms

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

4 terms

Phantom Stock - Incentive Shares financial

"Phantom Stock - Incentive Shares"

deferred compensation account financial

"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"

deferred compensation plan financial

"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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Aufreiter Nora A

(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								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)	06/01/2026		A		61.021(2)		(3)	(3)	Common Stock	61.021	$61.52	10,786.614	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	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)

FAQ

What did Kroger (KR) director Nora Aufreiter report in this Form 4?

Nora Aufreiter reported a grant of 61.021 phantom stock incentive shares. These were acquired through dividend reinvestment in a Kroger deferred compensation plan, updating her equity-linked holdings without any open-market stock purchase or sale.

How many Kroger (KR) phantom shares does Nora Aufreiter hold after this filing?

After the reported grant, Nora Aufreiter’s deferred compensation account holds 10,786.614 phantom stock shares. Each phantom share is tied to one Kroger common share and will be distributed after her independent director service ends.

Did Nora Aufreiter buy or sell Kroger (KR) stock in the open market?

The Form 4 does not show any open-market buys or sells. It reports a grant of 61.021 phantom stock shares via dividend reinvestment and updates to her holdings, with no open-market trading activity disclosed.

What does phantom stock mean in Kroger’s (KR) deferred compensation plan?

Phantom stock represents a right to receive Kroger common shares later. Each phantom share equals one common share, credited in a deferred compensation account, and is distributed following the director’s termination of service as an independent director.

How many Kroger (KR) common shares does Nora Aufreiter directly own after this Form 4?

Following the reported transactions, Nora Aufreiter directly holds 49,307 Kroger common shares. This figure reflects her direct ownership as of the Form 4 date, separate from her phantom stock units in the deferred compensation plan.