STOCK TITAN

Kroger director adds 72 phantom stock units

The 72.606 phantom shares will be distributed to director Nora A. Aufreiter after her Independent Director service ends.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

KROGER CO (KR) director Nora A. Aufreiter reported an automatic grant of 72.606 phantom stock incentive shares on September 1, 2026, credited at a reference value of $57.94 per phantom share. Each phantom share represents the right to receive one Kroger common share upon distribution from a deferred compensation account and was acquired through dividend reinvestment under a Kroger deferred compensation plan. These phantom shares will be distributed after Aufreiter’s service as an Independent Director ends. Following this transaction, Aufreiter holds 10,859.22 phantom shares and a separate direct holding of 52,967 Kroger common shares. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Aufreiter Nora A
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock - Incentive Shares F1, F2, F3 72.606 $57.94 $4K
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock - Incentive Shares — 10,859.22 contracts (Direct); Common Stock — 52,967 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 granted 72.606 shares Phantom Stock - Incentive Shares granted September 1, 2026 via dividend reinvestment
Reference value per phantom share $57.94 per share Value used for 72.606 phantom incentive shares credited September 1, 2026
Total phantom stock after transaction 10,859.22 shares Phantom Stock - Incentive Shares held directly after September 1, 2026 grant
Direct common stock holdings 52,967 shares Kroger common stock directly held by Nora A. Aufreiter after reported transactions
Phantom Stock - Incentive Shares financial
"security titled "Phantom Stock - Incentive Shares" granted to the director"
phantom share financial
"Each phantom share represents the right to receive one common share"
deferred compensation plan financial
"dividend reinvestment transactions 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 did KR director Nora A. Aufreiter report in this Form 4?

Nora A. Aufreiter reported an automatic grant of 72.606 phantom stock incentive shares on September 1, 2026, credited via dividend reinvestment under a Kroger deferred compensation plan, plus updated totals of her phantom stock and common share holdings.

How many phantom stock incentive shares did KR director Aufreiter receive?

She received 72.606 phantom stock incentive shares on September 1, 2026. Each phantom share represents the right to receive one Kroger common share upon distribution from her deferred compensation account.

At what reference value were the new Kroger (KR) phantom shares credited?

The 72.606 phantom shares were credited at a reference value of $57.94 per phantom share, as part of dividend reinvestment transactions under a Kroger deferred compensation plan.

What are Nora Aufreiter’s total phantom stock holdings in KR after this transaction?

After the September 1, 2026 transaction, Nora Aufreiter holds 10,859.22 phantom stock incentive shares, each representing the right to receive one Kroger common share upon distribution from the deferred compensation account.

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

Nora Aufreiter directly holds 52,967 shares of Kroger common stock after the reported transactions, in addition to her phantom stock incentive share holdings.

When will the Kroger (KR) phantom stock be distributed to Nora Aufreiter?

The phantom stock incentive shares will be distributed following termination of Nora Aufreiter’s services as an Independent Director of The Kroger Co., consistent with the deferred compensation plan terms.

Were these KR transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for the September 1, 2026 phantom stock acquisition and related holdings.

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*
Aufreiter Nora A

(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 Stock52,967D
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)09/01/2026A72.606(2) (3) (3)Common Stock72.606$57.9410,859.22D
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-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)