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.
Form 4 filed by Mark S. Sutton, an independent director of The Kroger Co. (KR), records a change in beneficial ownership dated 09/02/2025. The filing shows an acquisition of 37.074 phantom stock units under Kroger's deferred compensation plan, described as rights to receive one common share upon distribution. The filing notes these phantom units were acquired through dividend reinvestment and that distributions of the phantom shares occur following termination of the reporting person’s service as an independent director. A price of $68.64 is shown in the derivative table. The form is signed 09/03/2025.
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.