KR Insider Report: Phantom Stock Added, 185,426 Kroger Shares Sold

Rhea-AI Filing Summary

Ronald L. Sargent, identified as Chairman and Interim CEO of The Kroger Co. (KR), reported transactions dated 09/02/2025. The filing shows a sale of 185,426 shares of Kroger common stock, reducing his direct holdings. After the reported transactions, the filing lists total beneficial ownership of 67,542.844 common shares.

The report also discloses acquisition of 342.658 phantom stock incentive shares through a deferred compensation dividend reinvestment plan at an indicated phantom share price of $68.64. Those phantom shares represent rights to receive common shares upon distribution, which the filing states will occur following termination of the reporting person’s service as an Independent Director. The form was signed on 09/03/2025 by an attorney-in-fact.

Positive

• Disclosure of phantom stock acquisition under Kroger’s deferred compensation plan aligns compensation reporting with shareholder transparency
• Filing signed and timestamped by attorney-in-fact ensuring formal compliance with Section 16 reporting requirements

Negative

• Insider sale of 185,426 shares reduces direct beneficial ownership, a development investors often view as negative absent explanatory context
• No sale price or proceeds disclosed in this Form 4, limiting ability to assess scale or motivation of the disposition

Insights

Corporate Governance Expert

TL;DR Insider sale of 185,426 shares alongside deferred compensation phantom share accrual; routine disclosure with limited governance signal.

The Form 4 documents a significant open-market or other sale of 185,426 common shares and simultaneous recognition of 342.658 phantom shares under a deferred compensation plan. The sale is a transparent disclosure event that reduces direct ownership; the phantom shares reflect non-current compensation deferrals payable at termination. There is no additional context in the filing about the sale’s purpose, price received for the disposed shares, or changes to board composition beyond the stated titles, limiting interpretation of governance intent or alignment.

Securities Analyst

TL;DR Reported disposal materially updates insider holdings but contains no price or proceeds details; impact appears informational only.

The filing records disposition activity and the balance of beneficial ownership after the transactions: 67,542.844 common shares. It also records acquisition of phantom stock units valued in the filing at $68.64 per underlying share for reference. Because the Form 4 does not state the sale price or proceeds and does not quantify percentage ownership of outstanding shares, the item is informative for position tracking but insufficient to assess market impact or insider intent.

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)
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								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)	09/02/2025		A		342.658(2)		(3)	(3)	Common Stock	342.658	$68.64	67,542.844	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	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 Ronald L. Sargent report on Form 4 for Kroger (KR)?

The Form 4 reports a sale of 185,426 common shares and the acquisition of 342.658 phantom stock units under a deferred compensation plan, with beneficial ownership after the transactions of 67,542.844 common shares.

When were the transactions reported on the Form 4?

The transactions are dated 09/02/2025 and the Form 4 bears a signature date of 09/03/2025.

What are the phantom stock units disclosed in the filing?

Each phantom share represents the right to receive one common share upon distribution. The filing shows 342.658 phantom shares acquired via dividend reinvestment in a deferred compensation plan and indicates distribution will occur following termination of service as an Independent Director.

Does the Form 4 disclose the sale price or proceeds for the 185,426 shares?

No. The Form 4 lists the number of shares disposed (185,426) but does not provide the sale price or proceeds in the disclosed fields.

What title does the reporting person hold at Kroger?

The reporting person is identified as Chairman and Interim CEO and the filing indicates the form was filed by one reporting person.