Kroger (KR) Chairman Ronald L. Sargent acquires 349.963 phantom stock units

Rhea-AI Filing Summary

The Kroger Co. reported an insider equity update for Chairman and Interim CEO Ronald L. Sargent. On 12/01/2025, he acquired 349.963 phantom stock incentive shares at a derivative price of $67.55 per unit under a deferred compensation plan. Each phantom share represents the right to receive one common share when amounts are distributed from his deferred compensation account.

Following this transaction, Sargent beneficially owned 185,426 shares of Kroger common stock directly and 67,892.807 phantom stock units. According to the plan terms, the phantom stock will be distributed after the termination of his services as an Independent Director of The Kroger Co.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SARGENT RONALD

Role Chairman and Interim CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	349.963	$67.55	$24K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 67,892.807 shares (Direct); Common Stock — 185,426 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^*

SARGENT RONALD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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								185,426	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)	12/01/2025		A		349.963(2)		(3)	(3)	Common Stock	349.963	$67.55	67,892.807	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/ Ronald L. Sargent, by Dorothy D. Roberts, Attorney-in-Fact	12/02/2025
	** 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 Ronald L. Sargent?

Kroger reported that Chairman and Interim CEO Ronald L. Sargent acquired 349.963 phantom stock incentive shares on 12/01/2025 under a deferred compensation plan.

What are the phantom stock incentive shares reported for Kroger (KR)?

Each phantom share represents the right to receive one Kroger common share upon distribution from Ronald L. Sargent’s deferred compensation account.

How many Kroger (KR) common shares does Ronald L. Sargent own after this filing?

After the reported transaction, Ronald L. Sargent beneficially owned 185,426 Kroger common shares directly.

How many Kroger (KR) phantom stock units does Ronald L. Sargent hold?

Following the transaction, Ronald L. Sargent held 67,892.807 phantom stock units linked to Kroger common stock.

How were the new Kroger (KR) phantom stock units acquired?

The 349.963 phantom stock units were acquired through dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.

When will Ronald L. Sargent receive Kroger (KR) shares from the phantom stock?

The filing states that shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co.