Kroger Co. director Anne Gates reported a routine compensation-related award of phantom stock tied to her deferred compensation plan. She acquired 137.555 phantom stock incentive shares at $61.520 per share value through dividend reinvestment transactions.
Each phantom share represents the right to receive one Kroger common share when amounts are distributed from her deferred compensation account, which will occur after her service as an Independent Director ends. Following these transactions, she holds 31,025 shares of Kroger common stock directly and 24,315.879 phantom stock units in the plan.
SARGENT RONALD reported acquisition or exercise transactions in this Form 4 filing.
Kroger Co. Chairman of the Board Ronald Sargent reported compensation-related activity involving phantom stock tied to Kroger common shares. He received a grant of 388.213 phantom stock incentive shares on June 1, 2026, valued at $61.5200 per phantom share, through dividend reinvestment under a deferred compensation plan.
After this transaction, his phantom stock balance rose to 68,625.153 phantom shares, each representing the right to receive one Kroger common share upon distribution from his deferred compensation account, which will occur following termination of his services. His directly held Kroger common stock position is reported at 254,998 shares after the reported holdings entry.
Kroger Co. director Nora A. Aufreiter reported routine updates to her equity-linked compensation. She received 61.021 phantom stock incentive shares on June 1, 2026, acquired through dividend reinvestment under a Kroger deferred compensation plan. Each phantom share represents the right to receive one common share upon distribution from her deferred compensation account after her service as an independent director ends.
Following this grant, her deferred compensation account holds 10,786.614 phantom shares linked to Kroger common stock, and she directly holds 49,307 Kroger common shares. The filing reflects compensation and dividend reinvestment activity rather than open-market buying or selling.
The Kroger Co. announced that Timothy A. Massa, its Executive Vice President and Associate Experience Officer, plans to retire in the fall of 2026. He will continue in his current role until September 2026 and is expected to remain an employee through July 1, 2027 to support an orderly transition and assist with key strategic projects.
The company states there will be no change to his compensation during this period, and he will not be eligible for future annual equity grants. A successor for this role will be named at a later date.
The Kroger Co. is asking shareholders to vote at its fully virtual 2026 annual meeting on June 25, 2026, including electing 10 directors and approving executive pay, auditors, an amended long‑term incentive plan, and one shareholder proposal. The board recommends voting for all director nominees and for the three management proposals, and against the shareholder proposal.
The proxy highlights 2025 performance, including 2.9% identical sales growth without fuel and adjusted FIFO operating profit of $4.9 billion, along with eCommerce sales above $16 billion and 536 million meals donated. Kroger stresses strong governance, board refreshment, a majority‑independent board with a separate chair and CEO, and a pay program where about 85% of non‑CEO named executives’ target compensation is performance‑based. A 2025 say‑on‑pay vote received 93% support.
State Street Corporation reports ownership of 5% of Kroger's common stock, holding 30,472,064 shares as of 03/31/2026. The filing shows shared voting power of 20,098,426 shares and shared dispositive power of 30,451,004 shares. The Schedule 13G names multiple State Street subsidiaries as holders and is signed on 05/12/2026.
Kroger Co/The: Schedule 13G shows Vanguard Capital Management reports beneficial ownership of 42,391,980 shares of Common Stock, representing 6.9% of the class. The filing states Vanguard has sole power to vote 5,968,033 shares and sole dispositive power over 42,391,980 shares. The filing was signed on 04/30/2026.
Vanguard Portfolio Management reports beneficial ownership of 31,862,077 shares of Kroger common stock, representing 5.18% of the class. The filing shows sole voting power over 207,015 shares and sole dispositive power over 31,862,077 shares.
The disclosure notes these holdings include shares held for Vanguard funds and managed accounts and describes the affiliate structure through which voting and dispositive power is exercised.
The Kroger Co. filed a shelf registration on Form S-3 to register debt securities, preferred shares, depositary shares, common shares and warrants from time to time after the effective date. The prospectus describes the general terms and says specific terms and offering sizes will be provided in prospectus supplements.