KR Insider Filing: Elaine L. Chao Disposes 4,083 Shares, Gains Phantom Stock

Rhea-AI Filing Summary

Elaine L. Chao, an independent director of The Kroger Co. (KR), reported a sale and a deferred-compensation acquisition. The filing discloses a disposal of 4,083.512 shares of Kroger common stock and the acquisition of 77.692 phantom shares under a deferred compensation plan, each phantom share representing the right to one common share at distribution. The phantom shares were acquired through dividend reinvestment and carry a reference price of $68.64 per share. The report shows total beneficial ownership following these transactions of 15,314.271 common shares held directly.

Positive

• Phantom stock acquisition via dividend reinvestment shows use of deferred-compensation plan features
• Clear reporting of ownership after transactions (15,314.271 shares) provides transparency

Negative

• Disposition of 4,083.512 shares reduces the reporting person’s direct holdings

Insights

Securities Analyst

TL;DR: Routine director sale with small deferred-compensation reinvestment; no material change to ownership stake.

The sale of 4,083.512 shares reduces the reporting person’s immediate direct holdings but leaves total reported beneficial ownership at 15,314.271 shares, which is a modest position relative to typical institutional stakes. The acquisition of 77.692 phantom shares through dividend reinvestment reflects standard deferred-compensation plan mechanics; distribution is deferred until termination of board service. Transaction codes and mechanics are consistent with routine insider reporting and contain no additional encumbrances or derivative exercises.

Corporate Governance Expert

TL;DR: Director transaction appears procedural and governed by deferred-compensation rules, not a strategic corporate action.

The phantom stock acquisition is part of Kroger’s deferred compensation plan and will convert to shares only upon distribution after the director leaves service, indicating long-term plan design rather than immediate compensation in market stock. The separately reported sale is an open-market or other disposition reducing direct holdings. Both items are disclosed in accordance with Section 16 reporting obligations and do not disclose related-party or unusual governance arrangements.

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^*

Chao Elaine L.

(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								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)	09/02/2025		A		77.692(2)		(3)	(3)	Common Stock	77.692	$68.64	15,314.271	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	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 transactions did Elaine L. Chao report for Kroger (KR)?

The report discloses a sale of 4,083.512 common shares and the acquisition of 77.692 phantom shares under a deferred compensation plan.

What is the meaning of the phantom shares in this Form 4?

Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account and will be distributed after the director’s service ends.

At what price were the phantom shares recorded?

The phantom shares carry a reference price of $68.64 per share as shown in the filing.

How many Kroger shares does the reporting person beneficially own after the transactions?

The filing shows total reported beneficial ownership of 15,314.271 common shares following the transactions.

Are these transactions indicative of an option exercise or derivative conversion?

No. The filing shows the phantom shares were acquired via dividend reinvestment under a deferred compensation plan and will be distributed upon termination of service.