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Form 4 highlights for The Kroger Co. (KR) filed 14 Jul 2025:
- Reporting person: Director Clyde R. Moore.
- Sale: 26,814 common shares on 11 Jul 2025 at a weighted-average $70.50 (price range $70.305-$70.735), generating roughly $1.9 million in proceeds.
- Gift: 12,250 common shares on the same date (code “G”, no consideration).
- Post-transaction ownership: 86,893 shares held directly, down from an estimated 125,957 shares before the transactions—an overall reduction of about 31 % of Moore’s stake.
- No derivative security activity was reported.
The filing shows a meaningful, though not controlling, reduction in the director’s personal exposure to KR equity. Investors often monitor insider sales for sentiment signals, but the combination of a sale and a charitable/other gift tempers interpretation. Moore remains a substantial shareholder with 86.9 k shares.
Form 4 filing: Vice President & Controller Brian W. Nichols reported a single code “F” transaction on 11 Jul 2025. A code F event reflects shares withheld by the issuer to satisfy tax obligations related to equity compensation. Nichols disposed of 97 Kroger (KR) common shares at $70.58, a market value of roughly $6,846. Following the withholding, he directly owns 10,376 shares. No derivative securities were involved. Given the very small size of the transaction—representing an immaterial fraction of Kroger’s outstanding shares—the filing is considered routine and non-material for investors.
Form 4 filing for The Kroger Co. (KR) shows Group Vice President Megan N. Shaffer satisfied tax-withholding obligations on 11 Jul 2025 by surrendering 474 common shares (Transaction code F). The shares were valued at $70.58 each, implying a total of roughly $33 k. After the transaction Ms. Shaffer directly owns 28,385 shares of Kroger common stock. No derivative transactions or additional insider activity were reported. Given Kroger’s multibillion-dollar market capitalization, the size and nature of this routine tax-related disposition are immaterial to the company’s financial outlook.
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.