Kroger (KR) director Nora Aufreiter granted new phantom stock units

Rhea-AI Filing Summary

Kroger Co. director Nora A. Aufreiter received additional phantom stock units through a deferred compensation plan. On this date, she acquired 54.092 phantom stock incentive shares at a reference price of $69.05 per share, bringing her total phantom stock holdings to 10,725.593 units.

Each phantom share represents the right to receive one Kroger common share when amounts are paid from her deferred compensation account, generally after her service as an independent director ends. Separately, she also holds 49,307 Kroger common shares directly.

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^*

Aufreiter Nora A

(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								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)	03/02/2026		A		54.092(2)		(3)	(3)	Common Stock	54.092	$69.05	10,725.593	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 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) report for director Nora A. Aufreiter?

Nora A. Aufreiter received 54.092 phantom stock incentive shares under Kroger’s deferred compensation plan. This grant increases her phantom stock balance and is classified as an acquisition rather than an open-market stock purchase or sale.

What are the terms of the phantom stock units reported for Kroger (KR)?

Each phantom share entitles the holder to receive one Kroger common share upon distribution from the deferred compensation account. These units function as bookkeeping entries that mirror Kroger’s stock, rather than immediately tradable common shares.

How many phantom stock units does Nora A. Aufreiter now hold at Kroger (KR)?

After the latest award of 54.092 phantom stock units, Nora A. Aufreiter holds a total of 10,725.593 phantom shares. These units are part of her deferred compensation as an independent director of Kroger.

When will Kroger (KR) distribute Nora A. Aufreiter’s phantom stock shares?

Kroger will distribute the phantom stock shares following the termination of Nora A. Aufreiter’s service as an independent director. At that time, each phantom share converts into one Kroger common share from her deferred compensation account.

How many Kroger (KR) common shares does Nora A. Aufreiter directly hold?

In addition to phantom stock units, Nora A. Aufreiter directly holds 49,307 Kroger common shares. This figure reflects her direct ownership and is separate from the phantom stock units in the deferred compensation plan.

Was the Kroger (KR) phantom stock transaction a market buy or sell?

The transaction was a grant of phantom stock units under a deferred compensation plan, not an open-market buy or sell. It is categorized as a grant or award acquisition rather than a traditional trading transaction in Kroger shares.