Phantom stock grant boosts Kroger (NYSE: KR) director Elaine Chao’s holdings

Rhea-AI Filing Summary

Chao Elaine L. reported acquisition or exercise transactions in this Form 4 filing.

Kroger Co. independent director Elaine L. Chao reported updated equity holdings. She received 88.021 phantom stock incentive shares, valued at $61.52 per unit, through dividend reinvestment under a deferred compensation plan. Each phantom share represents the right to receive one common share upon distribution.

Following these transactions, she holds 4,083.512 shares of common stock directly and 15,559.668 phantom stock units in her deferred compensation account, which will be distributed after her service as an independent director ends.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chao Elaine L.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock - Incentive Shares	88.021	$61.52	$5K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock - Incentive Shares — 15,559.668 shares (Direct, null); Common Stock — 4,083.512 shares (Direct, null)

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.

Key Figures

Phantom stock grant: 88.021 shares Phantom stock grant price: $61.52 per unit Total phantom stock holdings: 15,559.668 units +1 more

4 metrics

Phantom stock grant 88.021 shares Phantom Stock - Incentive Shares acquired via dividend reinvestment

Phantom stock grant price $61.52 per unit Transaction price per phantom stock incentive share

Total phantom stock holdings 15,559.668 units Phantom Stock - Incentive Shares following transaction

Common stock holdings 4,083.512 shares Common Stock directly owned following transaction

Key Terms

Phantom Stock - Incentive Shares, deferred compensation account, dividend reinvestment transactions, deferred compensation plan

4 terms

Phantom Stock - Incentive Shares financial

"security_title: "Phantom Stock - Incentive Shares""

deferred compensation account financial

"represents the right to receive one common share upon distribution from the deferred compensation account"

dividend reinvestment transactions financial

"Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan"

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.

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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 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								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)	06/01/2026		A		88.021(2)		(3)	(3)	Common Stock	88.021	$61.52	15,559.668	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 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)

FAQ

What insider activity did Kroger (KR) report for Elaine L. Chao?

Elaine L. Chao reported a grant of 88.021 phantom stock incentive shares tied to Kroger common stock. These units were acquired through dividend reinvestment in a deferred compensation plan and increase her total phantom stock holdings to 15,559.668 units.

What are phantom stock incentive shares in Kroger (KR)'s plan?

Kroger’s phantom stock represents the right to receive one common share upon distribution from a deferred compensation account. For Elaine L. Chao, each phantom share mirrors Kroger common stock and will be distributed after her service as an independent director concludes.

How many Kroger (KR) phantom stock units does Elaine L. Chao now hold?

After the latest grant, Elaine L. Chao holds 15,559.668 phantom stock units linked to Kroger common stock. These units were accumulated under a deferred compensation plan, including 88.021 units acquired via dividend reinvestment transactions.

How many Kroger (KR) common shares does Elaine L. Chao own directly?

Elaine L. Chao directly owns 4,083.512 shares of Kroger common stock following the reported transactions. This direct ownership is separate from her phantom stock units held within Kroger’s deferred compensation plan for independent directors.

When will Elaine L. Chao’s Kroger (KR) phantom stock be distributed?

Her phantom stock units will be distributed after her service as an independent director of Kroger ends. At that time, each phantom share entitles her to receive one share of Kroger common stock from the deferred compensation account.

How were the new Kroger (KR) phantom shares for Elaine L. Chao acquired?

The additional 88.021 phantom stock units were acquired through dividend reinvestment transactions under Kroger’s deferred compensation plan. Instead of cash, dividends were reinvested into phantom stock linked to Kroger common shares.