KR Insider Filing: Elaine Chao Reports Phantom Stock Accrual

Rhea-AI Filing Summary

Form 4 overview: Kroger (KR) independent director Elaine L. Chao reported a routine deferred-compensation accrual on 06/30/2025. She acquired 375.3754 phantom stock units at a reference price of $69.93 under the company’s Director Deferred Compensation Plan. Phantom shares are cash-settled and do not represent immediate ownership of common stock.

Post-transaction holdings:

• Common stock held directly: 4,083.512 shares
• Phantom stock units: 4,887.2626 units

Key context: • The transaction was coded “A” (acquisition) and stems from regular board compensation, not an open-market trade. • No common shares were bought or sold. • There is no change in Kroger’s fundamentals or guidance disclosed in the filing. For investors, the filing mainly updates the director’s ownership ledger and carries negligible market impact.

Insights

Securities Analyst

TL;DR: Routine phantom-stock accrual; neutral impact on KR valuation.

This Form 4 records an automatic deferred-compensation credit to Director Elaine Chao’s account. Because phantom shares settle in cash and do not dilute share count, there is no supply-demand effect on KR’s equity. The director’s economic exposure rises modestly, but the scale—about $26,300—is immaterial relative to Kroger’s $50 bn market cap. I place no valuation or sentiment change on the stock from this filing.

Corporate Governance Expert

TL;DR: Filing confirms compliance with Section 16 and deferred-pay plan.

The company continues transparent reporting of board compensation. The phantom-stock plan aligns directors’ interests with shareholders without issuing additional shares, supporting good governance. However, the event is administrative rather than strategic and does not alter control or board composition.

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^*

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)
06/30/2025

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 - Deferred Comp	(1)	06/30/2025		A		375.3754		(2)	(2)	Common Stock	375.3754	$69.93	4,887.2626	D

Explanation of Responses:

1. Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from the deferred compensation account.

2. Shares of phantom stock are payable in cash 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	07/02/2025
	** 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 Kroger (KR) report in the latest Form 4?

Director Elaine L. Chao acquired 375.3754 phantom stock units on 06/30/2025 under the deferred-compensation plan.

Did the director buy or sell Kroger common shares?

No. No common stock was purchased or sold; the filing only reflects phantom stock accrual.

How many Kroger shares does Elaine Chao now own?

She holds 4,083.512 common shares directly and 4,887.2626 phantom units in the deferral account.

Is the phantom stock dilutive to existing shareholders?

No. Phantom shares are cash-settled and do not create new Kroger common shares.

Does this Form 4 affect Kroger’s outlook?

The transaction is administrative; it does not impact Kroger’s operations, earnings, or strategic outlook.