Kroger director granted 188 phantom stock shares

Anne Gates’ deferred account phantom stock rose to 28,164.187 shares after receiving 188.308 at $57.94, to be paid after her director service ends.

Rhea-AI Filing Summary

KROGER CO (KR) director Anne Gates reported an acquisition of derivative compensation tied to Kroger common shares. On September 1, 2026, she received 188.308 phantom stock incentive shares, each representing the right to receive one common share upon distribution from a deferred compensation account, at a reference value of $57.94 per share.

The phantom stock balance in her deferred compensation account increased to 28,164.187 phantom shares, which will be distributed following the end of her service as an independent director. Separately, she reported 31,025 Kroger common shares held directly after the reported date.

Insider Trade Summary

Grant/Award: 188.308 shares

Grant/Award 2 txns

Insider Gates Anne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares F1, F2, F3	188.308	$57.94	$11K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 28,164.187 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 acquired: 188.308 shares Reference value per phantom share: $57.94 per share Phantom stock balance after transaction: 28,164.187 shares +2 more

5 metrics

Phantom stock acquired 188.308 shares Phantom Stock - Incentive Shares granted September 1, 2026

Reference value per phantom share $57.94 per share Applied to the 188.308 phantom stock incentive shares

Phantom stock balance after transaction 28,164.187 shares Total phantom stock in deferred compensation account after September 1, 2026 grant

Direct common stock holdings 31,025 shares Kroger common stock held directly by Anne Gates after the reported date

Underlying common stock for new phantom shares 188.308 shares Each phantom share represents the right to receive one Kroger common share

Key Terms

Phantom stock, deferred compensation account, dividend reinvestment transactions, Independent Director, +1 more

5 terms

Phantom stock financial

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

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 account financial

"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"

Independent Director regulatory

"following termination of the reporting person's services as an Independent Director"

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.

phantom stock incentive shares financial

"Phantom Stock - Incentive Shares"

FAQ

What did Anne Gates report acquiring in this Form 4 for KR?

Anne Gates reported acquiring 188.308 phantom stock incentive shares on September 1, 2026. These represent rights to receive an equal number of Kroger common shares upon distribution from her deferred compensation account tied to her service as an independent director.

What are Anne Gates’ phantom stock holdings in Kroger (KR) after this transaction?

After the September 1, 2026 transaction, Anne Gates holds 28,164.187 phantom stock shares in her deferred compensation account. Each phantom share corresponds to the right to receive one Kroger common share upon distribution.

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

Anne Gates reported holding 31,025 Kroger common shares directly as of the holdings entry dated September 1, 2026. This figure is reported as her total direct common stock position following the reported transactions.

How is the phantom stock in this KR Form 4 valued?

The reported grant of 188.308 phantom stock shares uses a reference value of $57.94 per share. This value is applied to the incentive phantom stock credited in her deferred compensation account on September 1, 2026.

When will Anne Gates receive Kroger (KR) shares from her phantom stock?

The company states that phantom stock shares will be distributed as Kroger common shares following the termination of Anne Gates’ services as an independent director under The Kroger Co. deferred compensation plan.

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Available on EDGAR 09/02/2026 - 12:31 PM Accepted by SEC EDGAR 09/02/2026 - 12:30 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^*

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)
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								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)	09/01/2026		A		188.308(2)		(3)	(3)	Common Stock	188.308	$57.94	28,164.187	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 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)