Form 4: Kroger Director Acquires Phantom Stock via Dividend Reinvestment

Kroger Director Mark S. Sutton acquired 37.074 phantom shares through a dividend reinvestment plan, increasing his beneficial ownership.

Summary

• Mark S. Sutton, a Director of The Kroger Co., acquired 37.074 phantom shares on September 2, 2025.
• These phantom shares were acquired through dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.
• Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
• The acquisition price for the phantom shares was $68.64 per share.
• Following this transaction, Mr. Sutton beneficially owns 7,307.745 phantom shares.
• Mr. Sutton also directly owns 42,344 shares of Common Stock following the reported transactions.

Sentiment

Score: 6

Explanation: Slightly positive due to a director increasing their beneficial ownership, even if through a routine plan, indicating continued commitment to the company.

Positives

• Director Mark S. Sutton increased his beneficial ownership of phantom stock, indicating continued alignment with shareholder interests.
• The acquisition occurred through a dividend reinvestment plan, suggesting a long-term investment strategy by the director.

Risks

• Phantom stock will only be distributed as common shares following the termination of Mr. Sutton's services as an Independent Director, meaning the actual common shares are not immediately available.

Future Outlook

Shares of phantom stock will be distributed following the termination of the reporting person's services as an Independent Director of The Kroger Co.

Industry Context

Insider transactions, particularly acquisitions through deferred compensation or dividend reinvestment plans, are common in the retail grocery sector as a means of aligning executive and director interests with long-term company performance and shareholder value.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders through increased beneficial ownership.

Next Steps

• Distribution of phantom stock as common shares will occur following the termination of Mark S. Sutton's 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. While it shows continued alignment of interests, it does not present new information that would fundamentally alter the investment thesis for Kroger, warranting a 'hold' recommendation based solely on this filing.

Keywords

Kroger, KR, Mark S. Sutton, Director, Phantom Stock, Dividend Reinvestment, Insider Transaction, SEC Form 4, Beneficial Ownership, Deferred Compensation