Form 4: Kroger Director Acquires Phantom Stock in Deferred Plan

Kroger Director Anne Gates acquired 121.413 phantom shares through a dividend reinvestment plan, increasing her beneficial ownership.

Summary

• Anne Gates, a Director of The Kroger Co., acquired 121.413 phantom stock units.
• These phantom shares were acquired on September 2, 2025, through dividend reinvestment transactions under a deferred compensation plan.
• Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
• The acquisition price for the phantom stock was $68.64 per share.
• Following this transaction, Anne Gates beneficially owns 23,932.385 phantom shares directly.
• The phantom shares will be distributed as common stock upon the termination of her services as an Independent Director.
• Anne Gates also directly owns 31,025 shares of Common Stock.

Sentiment

Score: 7

Explanation: The acquisition of additional equity by a director, even phantom stock through a deferred compensation plan, generally signals confidence in the company's future and aligns director interests with shareholders. It's a positive, albeit routine, event.

Positives

• Director Anne Gates increased her beneficial ownership of the company through the acquisition of phantom stock, aligning her interests with shareholders.
• The acquisition occurred via a dividend reinvestment plan, indicating a long-term investment strategy and confidence in the company's performance.

Future Outlook

The phantom stock acquired will be distributed as common shares following the termination of Anne Gates' services as an Independent Director, indicating a future conversion event tied to her tenure.

Industry Context

This filing reflects a standard practice of executive and director compensation through deferred equity plans and dividend reinvestment, common across large publicly traded companies in the retail sector and beyond. Such plans aim to align long-term interests between management and shareholders.

Comparison to Industry Standards

• The use of phantom stock as part of director compensation is a common practice, similar to companies like Walmart (WMT) or Target (TGT), which often utilize various forms of equity-based compensation to incentivize long-term commitment and performance.
• Dividend reinvestment plans (DRIPs) for equity compensation are also standard, allowing directors to automatically acquire additional shares or units, mirroring practices seen in many mature, dividend-paying companies.

Related Party Transactions

• The acquisition of phantom stock by a director through a company-sponsored deferred compensation plan is inherently a related-party transaction, as it involves an insider (Anne Gates) and the issuer (The Kroger Co.).

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with long-term shareholder value through increased equity ownership.
• Employees: No direct impact on general employees from this specific transaction.

Next Steps

• Distribution of phantom stock as common shares upon the termination of Anne Gates' services as an Independent Director.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock by a director through a deferred compensation plan and dividend reinvestment. While it indicates director confidence and aligns interests, it does not present new fundamental information or a significant change in the company's outlook that would warrant a 'buy' or 'sell' recommendation based solely on this filing. It's an expected, non-market transaction.

Keywords

Kroger, KR, Anne Gates, Form 4, Insider Trading, Beneficial Ownership, Phantom Stock, Deferred Compensation, Dividend Reinvestment, Director, Equity Compensation