STOCK TITAN

Kroger director acquires 461.923 phantom stock units

The September 1 phantom-share credit boosts Sargent’s deferred balance to 69,087.076, credited via dividend reinvestment, with no Rule 10b5-1 plan noted.

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

KROGER CO (KR) reported that director Ronald Sargent received an automatic credit of 461.923 phantom stock incentive shares on September 1, 2026 under a deferred compensation plan. Each phantom share represents the right to receive one Kroger common share upon distribution from the deferred compensation account, generally following his termination as an Independent Director. These phantom shares were acquired through dividend reinvestment transactions in the plan, bringing his deferred phantom stock balance to 69,087.076 shares. Separately, his directly held Kroger common stock position reported in this filing is 262,914 shares. No Rule 10b5-1 trading plan is indicated.

Positive

  • None.

Negative

  • None.
Insider SARGENT RONALD
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock - Incentive Shares F1, F2, F3 461.923 $57.94 $27K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock - Incentive Shares — 69,087.076 contracts (Direct); Common Stock — 262,914 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.
Phantom stock acquired 461.923 shares Phantom Stock - Incentive Shares credited on September 1, 2026
Reference price per phantom share $57.94 per share Value used for the September 1, 2026 phantom stock acquisition
Total phantom stock after transaction 69,087.076 shares Deferred compensation phantom stock balance following the acquisition
Direct common stock holdings 262,914 shares Direct Kroger common stock position reported as of September 1, 2026
Underlying common shares for new phantom stock 461.923 shares Each phantom share corresponds to one Kroger common share
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 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.
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.

FAQ

What insider transaction did KR director Ronald Sargent report on September 1, 2026?

Ronald Sargent reported an acquisition of 461.923 phantom stock incentive shares on September 1, 2026. These were credited under a deferred compensation plan through dividend reinvestment transactions, increasing his phantom stock balance tied to Kroger common shares.

How many phantom stock incentive shares of KR does Ronald Sargent hold after this filing?

After the reported transaction, Ronald Sargent holds 69,087.076 phantom stock incentive shares linked to Kroger common stock. Each phantom share represents the right to receive one common share upon distribution from his deferred compensation account.

How many KR common shares does Ronald Sargent own directly according to this Form 4?

According to this Form 4, Ronald Sargent directly owns 262,914 shares of Kroger common stock. This figure is reported as a holding entry and is separate from his phantom stock balance in the deferred compensation plan.

What does the phantom stock reported for KR represent for Ronald Sargent?

Each phantom share reported for KR represents the right for Ronald Sargent to receive one common share upon distribution from his deferred compensation account. The phantom stock will be distributed following the termination of his services as an Independent Director.

Were Ronald Sargent’s KR transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan; the document-level checkbox for such a plan is not marked as affirmative. The reported acquisition reflects automatic credits from dividend reinvestment in a deferred compensation plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
SARGENT RONALD

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock262,914D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock - Incentive Shares(1)09/01/2026A461.923(2) (3) (3)Common Stock461.923$57.9469,087.076D
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-Fact09/02/2026
** Signature of Reporting PersonDate
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)