Kroger (KR) director Anne Gates gains more phantom stock in deferred plan

Rhea-AI Filing Summary

Kroger Co. director Anne Gates reported an automatic increase in deferred compensation tied to Kroger stock. She acquired 121.937 phantom stock incentive shares on March 2, 2026 at a reference price of $69.05 per share through dividend reinvestment under a Kroger deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share upon distribution from her deferred compensation account, generally after her service as an independent director ends. Following this award, she now holds 24,178.324 phantom stock shares and 31,025 Kroger common shares in direct ownership.

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

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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 OH 45202

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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

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

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)	03/02/2026		A		121.937(2)		(3)	(3)	Common Stock	121.937	$69.05	24,178.324	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	03/03/2026
	** 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.

FAQ

What insider transaction did Kroger (KR) director Anne Gates report?

Anne Gates reported acquiring 121.937 phantom stock incentive shares on March 2, 2026. These were credited through dividend reinvestment in a Kroger deferred compensation plan and increase her deferred, stock-based compensation tied to Kroger’s common shares.

What are phantom stock incentive shares in Kroger’s plan for Anne Gates?

Each phantom share represents the right to receive one Kroger common share upon distribution. For Anne Gates, these units accumulate in a deferred compensation account and are settled in common stock after her service as an independent director ends.

How many Kroger phantom stock units does Anne Gates hold after this Form 4?

After the reported transaction, Anne Gates holds 24,178.324 phantom stock shares. These units reflect deferred compensation linked to Kroger’s stock value and are separate from her directly held Kroger common shares.

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

Following the reported update, Anne Gates directly owns 31,025 Kroger common shares. This figure is separate from her 24,178.324 phantom stock units held in a deferred compensation account under Kroger’s plan.

Was Anne Gates’ Kroger phantom stock award a market purchase or a grant?

The transaction is classified as a grant or award acquisition, not an open-market purchase. The phantom stock units were acquired through dividend reinvestment within Kroger’s deferred compensation plan, according to the Form 4 details and accompanying footnotes.

When will Anne Gates receive Kroger common shares for her phantom stock units?

Her phantom stock units will be distributed in Kroger common shares following termination of her services as an independent director. Until then, the units remain as deferred compensation, tracking the value of Kroger’s stock over time.