Form 4: Elaine Chao Increases Phantom Stock Holdings in Kroger

Director Elaine L. Chao acquired 387.9693 shares of phantom stock in The Kroger Co. as part of a deferred compensation arrangement.

Summary

• Director Elaine L. Chao acquired 387.9693 shares of phantom stock on March 31, 2026.
• The transaction was valued at $67.66 per share.
• Following this transaction, the reporting person holds a total of 6,060.5913 shares of phantom stock.
• The phantom stock represents a right to receive cash equivalent to the value of common stock upon termination of service as an Independent Director.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine administrative filing regarding director compensation, which carries a neutral sentiment.

Positives

• Demonstrates continued alignment of interests between the Independent Director and the company through deferred compensation.

Negatives

• None identified.

Risks

• Value of phantom stock is tied to the market performance of Kroger common stock, exposing the director to equity market volatility.

Future Outlook

The phantom stock units are payable in cash upon the termination of the reporting person's services as an Independent Director.

Industry Context

StockSavvy.ai notes that director participation in deferred compensation plans via phantom stock is a standard corporate governance practice designed to align long-term director incentives with shareholder value without immediate cash outlay.

Comparison to Industry Standards

• The use of phantom stock for director compensation is consistent with standard practices among large-cap retail companies.
• The reporting of these transactions via Form 4 complies with standard SEC disclosure requirements for corporate insiders.

Stakeholder Impact

• Minimal impact on shareholders as this is a standard director compensation transaction.

Next Steps

• No future actions required by the reporting person other than continued compliance with Section 16 reporting requirements.

Key Dates

Keywords

Kroger, KR, Form 4, Insider Trading, Director Compensation, Phantom Stock