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[Form 4] KROGER CO Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kroger Co. director Elaine L. Chao reported an automatic acquisition of 78.027 phantom stock incentive shares on common stock equivalent terms. These phantom shares, valued at a reference price of $69.05 per share, were acquired through dividend reinvestment under a deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share when amounts are distributed from her deferred compensation account, following the end of her service as an independent director. After this transaction, she holds 15,471.647 phantom stock incentive shares and 4,083.512 shares of Kroger common stock directly.

Positive

  • None.

Negative

  • None.
Insider Chao Elaine L.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock - Incentive Shares 78.027 $69.05 $5K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock - Incentive Shares — 15,471.647 shares (Direct); Common Stock — 4,083.512 shares (Direct)
Footnotes (1)
  1. Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account. Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co. Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.
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Form 4 Insider Transactions: What Each Field Means →
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*
Chao Elaine L.
(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 4,083.512 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 78.027(2) (3) (3) Common Stock 78.027 $69.05 15,471.647 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/ Elaine L. Chao, 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.

Source: View Original Filing on SEC EDGAR