KR Form 4: Mark Sutton Receives 37.074 Phantom Stock Units at $68.64

Rhea-AI Filing Summary

Form 4 filed by Mark S. Sutton, an independent director of The Kroger Co. (KR), records a change in beneficial ownership dated 09/02/2025. The filing shows an acquisition of 37.074 phantom stock units under Kroger's deferred compensation plan, described as rights to receive one common share upon distribution. The filing notes these phantom units were acquired through dividend reinvestment and that distributions of the phantom shares occur following termination of the reporting person’s service as an independent director. A price of $68.64 is shown in the derivative table. The form is signed 09/03/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation transaction; no immediate share issuance, distribution contingent on service termination.

The Form 4 documents a non-cash accrual event where an independent director acquired phantom stock units via dividend reinvestment within a deferred compensation arrangement. This is a common governance practice to align director compensation with shareholder value while deferring tax and share issuance until a triggering event. The filing contains no indication of share sales, open-market purchases, or changes in board status.

Executive Compensation Analyst

TL;DR: Compensation-related grant recorded; impact on outstanding shares is contingent and delayed until distribution.

The transaction reflects acquisition of 37.074 phantom units priced at $68.64 in the record. Because phantom units convert to common shares only upon distribution after termination, there is no immediate dilution. The disclosure clarifies these units arose from dividend reinvestment under the deferred compensation plan, indicating routine plan mechanics rather than a supplemental cash award.

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

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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 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)
09/02/2025

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								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)	09/02/2025		A		37.074(2)		(3)	(3)	Common Stock	37.074	$68.64	7,307.745	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	09/03/2025
	** 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

Who filed this Form 4 and what is their role at Kroger (KR)?

The Form 4 was filed by Mark S. Sutton, who is reported as an Independent Director of The Kroger Co.

What transaction is reported on the Form 4 dated 09/02/2025?

The filing reports acquisition of 37.074 phantom stock units on 09/02/2025 under Kroger's deferred compensation plan.

What do the phantom stock units represent and when are they paid out?

Each phantom share represents the right to receive one common share upon distribution. The filing states phantom shares will be distributed following termination of the reporting person's services as an independent director.

Was a price disclosed for the phantom units?

Yes. The derivative table shows a price of $68.64 associated with the reported entry.

When was the Form 4 signed?

The form shows a signature by/for Mark S. Sutton on 09/03/2025.