Kroger director granted 42 phantom stock units

Sutton Mark S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sutton Mark S reported acquisition or exercise transactions in this Form 4 filing.

Kroger Co. director Mark S. Sutton reported routine compensation-related changes in his holdings. He received 42.002 phantom stock incentive shares at $61.5200 per share through dividend reinvestment in a deferred compensation plan. Each phantom share represents the right to receive one common share upon future distribution.

Following this award, Sutton holds 7,424.844 phantom stock units and 42,344 shares of Kroger common stock directly. The phantom stock will be distributed after his service as an independent director ends, so this filing reflects deferred, non-cash compensation rather than an open-market trade.

Insider Trade Summary

Grant/Award: 42.002 shares

Grant/Award 2 txns

Insider Sutton Mark S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	42.002	$61.52	$3K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 7,424.844 contracts (Direct); Common Stock — 42,344 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 granted: 42.0020 shares Phantom stock grant price: $61.5200 per share Phantom stock total holdings: 7,424.8440 units +1 more

4 metrics

Phantom stock granted 42.0020 shares Dividend reinvestment grant on 2026-06-01

Phantom stock grant price $61.5200 per share Recorded price for incentive phantom shares

Phantom stock total holdings 7,424.8440 units Phantom stock after transaction

Common stock holdings 42,344 shares Direct common stock held after transaction

Key Terms

phantom stock, Incentive Shares, deferred compensation plan, Independent Director

4 terms

phantom stock financial

"Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co."

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.

Incentive Shares financial

"Phantom Stock - Incentive 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.

Independent Director financial

"following termination of the reporting person's services as an Independent Director of The Kroger Co."

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kroger (KR) director Mark S. Sutton report in this Form 4?

Mark S. Sutton reported receiving 42.002 phantom stock incentive shares of Kroger. These were acquired via dividend reinvestment in a deferred compensation plan and increase his deferred, non-cash holdings linked to Kroger common stock.

How many Kroger (KR) phantom stock units does Mark S. Sutton now hold?

After the reported transaction, Mark S. Sutton holds 7,424.844 phantom stock units. Each phantom share represents the right to receive one Kroger common share upon future distribution from his deferred compensation account.

Did Mark S. Sutton buy or sell Kroger (KR) shares on the open market?

The filing does not show any open-market buys or sells of Kroger common stock. It reports a grant of 42.002 phantom stock shares through dividend reinvestment under a deferred compensation plan, which is a non-cash, compensation-related event.

What price is associated with the new Kroger (KR) phantom stock units?

The 42.002 phantom stock incentive shares are recorded at $61.5200 per share. This price applies to the dividend reinvestment acquisition within the deferred compensation plan, not to an open-market stock purchase or sale.

How many Kroger (KR) common shares does Mark S. Sutton hold after this Form 4?

Following the reported transactions, Mark S. Sutton holds 42,344 Kroger common shares directly. This figure reflects his direct ownership position as disclosed in the Form 4 filing’s ownership summary.

When will Mark S. Sutton receive Kroger (KR) shares for his phantom stock units?

The phantom stock units will be distributed after Mark S. Sutton’s service as an independent director ends. At that time, each phantom share entitles him to receive one Kroger common share from the deferred compensation account.

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

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Accepted by SEC EDGAR 06/02/2026 - 11:59 AM EDT 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^*

Sutton Mark S

(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)
06/01/2026

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								42,344	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)	06/01/2026		A		42.002(2)		(3)	(3)	Common Stock	42.002	$61.52	7,424.844	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/ Mark S. Sutton, by Dorothy D. Roberts, Attorney-in-Fact	06/02/2026
	** 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)