Kroger (NYSE: KR) interim CEO reports 344 phantom stock units in Form 4

Rhea-AI Filing Summary

The Kroger Co. Chairman and Interim CEO Ronald Sargent reported an acquisition of deferred compensation-based phantom stock. On March 2, 2026, he acquired 344.133 phantom stock incentive shares through dividend reinvestment under a Kroger deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share upon distribution from his deferred compensation account, generally following termination of his services as an independent director. After this transaction, Sargent held 68,236.940 phantom stock incentive shares and 281,565 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^*

SARGENT RONALD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Interim CEO

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								281,565	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		344.133(2)		(3)	(3)	Common Stock	344.133	$69.05	68,236.94	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 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.
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FAQ

What did Kroger (KR) Chairman and Interim CEO Ronald Sargent report in this Form 4?

Ronald Sargent reported receiving 344.133 phantom stock incentive shares on March 2, 2026. These were acquired through dividend reinvestment under a Kroger deferred compensation plan, increasing his deferred phantom stock holdings while not involving an open-market stock purchase or sale.

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

After the reported transaction, Ronald Sargent holds 68,236.940 Kroger phantom stock incentive shares. These phantom shares are linked to a deferred compensation account and are designed to mirror Kroger’s common stock value when ultimately distributed in shares following qualifying service termination.

What is phantom stock in the context of Kroger (KR) deferred compensation plans?

Kroger phantom stock represents bookkeeping units where each phantom share equals the right to receive one common share upon distribution. It is used in deferred compensation plans, allowing executives or directors to defer income and track value tied to Kroger’s common stock performance over time.

How were the 344.133 phantom stock shares for Ronald Sargent at Kroger (KR) acquired?

The 344.133 phantom stock shares were acquired through dividend reinvestment transactions within a Kroger deferred compensation plan. Instead of cash, dividends credited to the account are reinvested into additional phantom shares, increasing the participant’s deferred stock-based balance over time.

When will Ronald Sargent’s Kroger (KR) phantom stock be distributed as common shares?

The phantom stock will be distributed as Kroger common shares following termination of Ronald Sargent’s services as an independent director. At that time, each phantom share converts into one common share, settling the balance in actual stock rather than remaining as deferred bookkeeping units.

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

Following the reported transactions, Ronald Sargent directly owns 281,565 Kroger common shares. This figure reflects his direct stock holdings and is reported separately from his 68,236.940 phantom stock units tied to the company’s deferred compensation arrangements.