KR Form 4: Anne Gates Disposes 31,025 Shares, Adds 121.413 Phantom Shares

Rhea-AI Filing Summary

Anne Gates, an independent director of The Kroger Co. (KR), reported a sale and a related phantom stock acquisition on Form 4. The filing shows a disposition of 31,025 common shares on 09/02/2025. The director also acquired 121.413 phantom shares on the same date through dividend reinvestment under Kroger's deferred compensation plan; those phantom shares represent rights to receive common shares upon distribution and will be distributed following termination of her service. After these transactions, the filing reports 23,932.385 shares of derivative securities beneficially owned following the reported activity. The Form 4 was signed on 09/03/2025.

Positive

• Timely disclosure of insider transactions in compliance with Section 16 reporting
• Phantom shares acquired via dividend reinvestment show continued participation in deferred compensation tied to company equity

Negative

• Disposition of 31,025 common shares reduces the director's direct share ownership
• No economic context provided (e.g., reason for sale or whether part of a pre-arranged plan beyond dividend reinvestment)

Insights

Financial Analyst

TL;DR: Director sold 31,025 common shares while modestly increasing deferred compensation exposure via 121.413 phantom shares.

The sale of 31,025 common shares is a clear cashing-out transaction by an insider and is material at the individual level. The acquisition of 121.413 phantom shares through dividend reinvestment increases the director's deferred equity exposure but does not immediately change outstanding common share count. These phantom shares will convert to common shares upon distribution after service termination, per the filing. No exercise price or immediate dilution is indicated; the reported $68.64 appears as the price context for the phantom share entry.

Corporate Governance Expert

TL;DR: Routine director transaction combining an open-market sale and plan-based reinvestment; disclosure aligns with Section 16 rules.

The Form 4 discloses a timely report of both a disposition and plan-based acquisition, including an explanation that phantom shares stem from a deferred compensation plan and will be distributed after the director leaves service. The filing is procedural and provides the required transparency; it does not indicate changes to board composition or director roles. The use of an attorney-in-fact signature is noted and properly executed.

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

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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^*

Gates Anne

(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								31,025	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		121.413(2)		(3)	(3)	Common Stock	121.413	$68.64	23,932.385	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/ Anne Gates, 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

What did Anne Gates report on Form 4 for Kroger (KR)?

The filing reports a sale of 31,025 common shares on 09/02/2025 and the acquisition of 121.413 phantom shares under a deferred compensation plan.

How many shares does Anne Gates beneficially own after the transactions?

The Form 4 reports 23,932.385 derivative securities beneficially owned following the reported transactions; the filing does not provide a single total of all direct and indirect common shares.

What are the phantom shares reported by the director?

Each phantom share represents the right to receive one common share upon distribution from Kroger's deferred compensation account; these were acquired via dividend reinvestment.

When will the phantom shares be distributed to Anne Gates?

The filing states phantom shares will be distributed following termination of the reporting person's services as an independent director.

Was the Form 4 properly signed and filed?

Yes. The Form 4 is signed by Anne Gates via attorney-in-fact Dorothy D. Roberts and dated 09/03/2025.