KR Form 4: Aufreiter Disposes 49,307 Shares and Adds Phantom Shares via Dividend Reinvestment

Rhea-AI Filing Summary

Nora A. Aufreiter, an independent director of The Kroger Co. (KR), reported a change in beneficial ownership on transactions dated 09/02/2025. The filing shows a disposition of 49,307 shares of Kroger common stock and an acquisition of 53.859 phantom stock incentive shares under Kroger’s deferred compensation plan. Each phantom share represents the right to one common share upon distribution, and these phantom shares were acquired through dividend reinvestment.

The filing notes that the phantom shares will be distributed following termination of Ms. Aufreiter’s service as an independent director. Following the reported derivative transaction, the form lists 10,616.494 shares beneficially owned (reported in the derivative section).

Positive

• Acquired 53.859 phantom shares via dividend reinvestment, maintaining alignment with equity-based deferred compensation
• Phantom shares explicitly represent rights to receive common shares upon distribution, preserving long-term linkage to shareholder value

Negative

• Disposed of 49,307 common shares, a material reduction in direct holdings reported by an insider
• Form does not provide the reason for the disposition or the trading venue, limiting context for investors

Insights

Corporate Governance Expert

TL;DR: Director reported a sizable open-market disposition and continued participation in deferred compensation.

The reported disposition of 49,307 common shares is a material change in an insider's direct holdings and is relevant to governance transparency. The simultaneous acquisition of 53.859 phantom shares through dividend reinvestment under the company's deferred compensation plan indicates continued alignment with long-term shareholder value, but the filing does not state the reason for the sale or the transaction code details beyond what is reported. Impact on control or voting is not indicated.

Compensation & Benefits Specialist

TL;DR: Phantom stock acquisition via dividend reinvestment preserves deferred compensation linkage to company equity.

The filing explicitly states each phantom share equals one common share upon distribution and that these phantom shares were acquired via dividend reinvestment in a deferred compensation plan. Distribution is conditional on termination of independent director service. This is a routine plan-based transaction reflecting non-cash compensation mechanics rather than an immediate cash exercise or sale.

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
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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^*

Aufreiter Nora A

(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								49,307	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		53.859(2)		(3)	(3)	Common Stock	53.859	$68.64	10,616.494	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/ Nora A. Aufreiter, 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 Nora A. Aufreiter report on the Form 4 for Kroger (KR)?

The Form 4 reports a disposition of 49,307 shares of Kroger common stock and the acquisition of 53.859 phantom stock incentive shares dated 09/02/2025.

What are the phantom shares reported by the director?

Each reported phantom share represents the right to receive one common share upon distribution from Kroger's deferred compensation account.

How were the phantom shares acquired?

The filing states the phantom stock was acquired through dividend reinvestment transactions under Kroger’s deferred compensation plan.

When will the phantom shares be distributed?

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

How many shares does the filing show as beneficially owned following the transaction?

The derivative section of the filing lists 10,616.494 shares as beneficially owned following the reported transaction(s).