KROGER CO SEC Filings

The Kroger Co. Chairman and Interim CEO Ronald Sargent reported an acquisition of deferred compensation-based phantom stock. On March 2, 2026, he acquired 344.133 phantom stock incentive shares through dividend reinvestment under a Kroger deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share upon distribution from his deferred compensation account, generally following termination of his services as an independent director. After this transaction, Sargent held 68,236.940 phantom stock incentive shares and 281,565 Kroger common shares in direct ownership.

Kroger Co. director Elaine L. Chao reported an automatic acquisition of 78.027 phantom stock incentive shares on common stock equivalent terms. These phantom shares, valued at a reference price of $69.05 per share, were acquired through dividend reinvestment under a deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share when amounts are distributed from her deferred compensation account, following the end of her service as an independent director. After this transaction, she holds 15,471.647 phantom stock incentive shares and 4,083.512 shares of Kroger common stock directly.

Kroger Co. director Anne Gates reported an automatic increase in deferred compensation tied to Kroger stock. She acquired 121.937 phantom stock incentive shares on March 2, 2026 at a reference price of $69.05 per share through dividend reinvestment under a Kroger deferred compensation plan.

Each phantom share represents the right to receive one Kroger common share upon distribution from her deferred compensation account, generally after her service as an independent director ends. Following this award, she now holds 24,178.324 phantom stock shares and 31,025 Kroger common shares in direct ownership.

Kroger Co. director Nora A. Aufreiter received additional phantom stock units through a deferred compensation plan. On this date, she acquired 54.092 phantom stock incentive shares at a reference price of $69.05 per share, bringing her total phantom stock holdings to 10,725.593 units.

Each phantom share represents the right to receive one Kroger common share when amounts are paid from her deferred compensation account, generally after her service as an independent director ends. Separately, she also holds 49,307 Kroger common shares directly.

Kroger Co. director and Chief Executive Officer Gregory S. Foran filed a Form 3 insider report related to the company’s common stock. The filing shows a holding entry dated February 10, 2026, with 0 shares of common stock reported as directly owned following the reported status.

Kroger Co. executive Victor Remon Smith filed an initial ownership report showing his existing equity holdings in the company. As of January 30, 2026, he directly holds several tranches of non-qualified stock options, with post-transaction balances of 3,315, 4,752, 6,270 and 8,539 options, plus 21,993 shares of common stock. Footnotes explain that 3,402 of these shares are held in employee benefit plans and that the options were granted under Kroger’s long-term incentive plan, vesting in equal 25% installments over four years from each grant date. The filing records ownership positions rather than new purchases or sales.

Wellington Management’s affiliated entities report a sizable but non‑controlling stake in The Kroger Co. They disclose beneficial ownership of 20,068,489 shares of Kroger common stock, representing about 3.2% of the class as of 12/31/2025. The shares are owned of record by clients of various Wellington investment advisers, with Wellington entities having shared voting power over 20,061,519 shares and shared dispositive power over 20,068,489 shares, and no sole voting or dispositive power. The filing emphasizes that the holdings are in the ordinary course of business and are not intended to change or influence control of Kroger, and that no individual client is known to hold more than 5% of the stock.

The Kroger Co. appointed retail veteran Gregory S. (Greg) Foran, 64, as Chief Executive Officer, effective February 10, 2026, and named him to its Board of Directors. He succeeds interim CEO Ron Sargent, who will remain Chairman of the Board and act as principal executive officer until the fiscal 2025 Form 10-K is filed.

Foran will receive a $1,500,000 annual base salary, an annual cash incentive target equal to 200% of salary, and a long-term equity incentive target of $12,000,000 beginning with a March 2026 grant, plus special performance-unit grants tied to ongoing 2024–2026 and 2025–2027 cycles. His package also includes expatriate benefits, use of company aircraft up to $200,000 per year, and change-in-control severance equal to two times salary plus target bonus upon a qualifying termination.

Kroger highlighted Foran’s prior leadership at Walmart U.S. and Air New Zealand and reaffirmed its previously issued fiscal year 2025 guidance, signaling continuity in its strategic and financial outlook during the leadership transition.

State Street Corporation has filed a Schedule 13G reporting beneficial ownership of 31,992,265 shares of Kroger common stock, representing 5.1% of the outstanding class as of the event date 12/31/2025. State Street reports shared voting power over 20,556,750 shares and shared dispositive power over 31,987,451 shares, with no sole voting or dispositive power.

The filing classifies the position as held in the ordinary course of business and states that the securities were not acquired to change or influence control of Kroger. Various State Street Global Advisors subsidiaries are identified as investment adviser affiliates involved in holding these shares.