KROGER CO SEC Filings

The Kroger Co. director reports additional phantom stock and total holdings. A Kroger independent director reported acquiring 55.007 phantom stock incentive shares on 12/01/2025 at a derivative price of $67.55 per unit. Each phantom share represents the right to receive one Kroger common share upon distribution from the director’s deferred compensation account, generally after service as an independent director ends.

Following this transaction, the director beneficially owns 49,307 Kroger common shares directly and 10,671.501 phantom stock units directly. The phantom shares were acquired through dividend reinvestment in a deferred compensation plan, so they track the value of Kroger stock without being traditional shares until distributed.

The Kroger Co. reported that it is updating its eCommerce plan and will close certain U.S. fulfillment centers. As a result of these closures and the automated fulfillment network not meeting financial expectations, Kroger expects to record approximately $2.6 billion in impairment and related charges in its third fiscal quarter of 2025. The company also issued a press release describing these actions, which is furnished as an exhibit to this Form 8-K.

The Kroger Co. (KR): Schedule 13G filed by Wellington entities. Wellington Management Group LLP, together with Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP, reported beneficial ownership of 33,367,551 shares of Kroger common stock, representing 5.04% of the class as of 09/30/2025.

The filing lists shared voting power of 32,206,618 shares and shared dispositive power of 33,367,551 shares, with no sole voting or dispositive power. The shares are owned of record by clients of Wellington-affiliated investment advisers. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Kroger Co. (KR) reported an insider Form 4 for a Group Vice President detailing equity grants on 09/26/2025. The filing shows 2,445 shares of common stock acquired at $0 as a restricted stock award, increasing the officer’s directly owned shares to 30,713.

The officer was also granted a non-qualified stock option for 3,639 shares at an exercise price of $65.46, expiring on 09/26/2035. Both the restricted stock and the options vest in equal annual installments of 25% over four years, beginning one year after the grant date.

Elaine L. Chao, a director of The Kroger Co. (KR), reported changes in her beneficial ownership on transactions dated 09/30/2025. The filing shows a disposition of 4,083.512 shares of Kroger common stock. It also reports an acquisition of 378.3511 phantom shares under a deferred compensation plan, which correspond to 1,590.921 underlying common shares valued at $67.41 per share for reporting purposes. After these transactions the reported beneficial ownership totals 5,265.6137 shares held directly. The filing explains that each phantom share represents the right to a cash payment equal to one share's value and that phantom shares are payable in cash following termination of the reporting person’s service as an independent director.

The Kroger Co. reported mixed but broadly constructive operating results across the first two quarters of fiscal 2025. Net earnings per diluted share were $0.91 in the second quarter and $2.20 year-to-date, with adjusted results of $1.04 and $2.53, respectively, reflecting growth versus the prior year. Operating profit was $863 million for the quarter and $2.2 billion year-to-date, while adjusted FIFO operating profit was $1.1 billion and $2.6 billion. Identical sales excluding fuel rose 3.4% for the quarter and 3.3% year-to-date, led by pharmacy, eCommerce and Fresh; eCommerce grew 16% for the quarter and 15% year-to-date. Cash flow from operations totaled $3.7 billion year-to-date and cash and temporary investments rose to $4.9 billion from $4.0 billion. The company returned $625 million to shareholders and recorded a series of one-time charges including $100 million for planned store closures, $60 million of incremental multi-employer pension contributions, and $47 million for severance related to a corporate reorganization. Finance lease assets of $907 million and finance lease liabilities of $111 million (current) and $746 million (non-current) were recorded, and the reported fair value of total debt was below carrying value in the period presented.

Valerie L. Jabbar, Senior Vice President of The Kroger Co. (KR), reported a small disposition of common stock tied to tax withholding for restricted shares. The Form 4 shows a disposal of 612 shares at a price of $67.41 per share as a method to satisfy tax liability from vesting restricted stock, leaving 82,072 shares beneficially owned in a direct form. The filing indicates the transaction was executed under a standard tax-withholding arrangement for equity compensation and was reported by an attorney-in-fact on behalf of the reporting person.

The Kroger Co. filed a current report to note that it released its second quarter 2025 financial results. The company states that a press release announcing these results was issued on September 11, 2025 and is included as Exhibit 99.1 to the report. This filing mainly serves to formally furnish that earnings press release to investors and regulators.

Elaine L. Chao, an independent director of The Kroger Co. (KR), reported a sale and a deferred-compensation acquisition. The filing discloses a disposal of 4,083.512 shares of Kroger common stock and the acquisition of 77.692 phantom shares under a deferred compensation plan, each phantom share representing the right to one common share at distribution. The phantom shares were acquired through dividend reinvestment and carry a reference price of $68.64 per share. The report shows total beneficial ownership following these transactions of 15,314.271 common shares held directly.