Form 4: Kroger Director Anne Gates Awarded Phantom Stock as Part of Incentive Plan

Kroger Co. Director Anne Gates was awarded 2,767 phantom shares as part of a long-term incentive plan, increasing her total phantom stock holdings to 23,810.972 shares.

Summary

• Anne Gates, a Director of The Kroger Co. (KR), was awarded 2,767 phantom shares on July 15, 2025.
• These phantom shares were granted under a long-term incentive plan of The Kroger Co.
• Each phantom share represents the right to receive one common share upon distribution from a deferred compensation account.
• The shares of phantom stock will be distributed to Anne Gates following the termination of her services as an Independent Director of The Kroger Co.
• Following this transaction, Anne Gates beneficially owns 23,810.972 phantom shares directly.
• Anne Gates also directly owns 31,025 shares of Common Stock.

Sentiment

Score: 6

Explanation: The award of phantom stock to a director is a routine compensation event that aligns the director's interests with the company's long-term performance, which is generally a neutral to slightly positive signal for corporate governance and stability.

Positives

• Award of 2,767 phantom shares aligns the director's interests with long-term shareholder value.
• The award is part of a long-term incentive plan, indicating a structured approach to executive compensation.

Future Outlook

The phantom shares will be distributed to Anne Gates upon the termination of her services as an Independent Director of The Kroger Co.

Industry Context

This filing reflects a standard practice in corporate governance where directors and executives receive equity-based compensation, such as phantom stock, to align their interests with the company's long-term performance and shareholder value. This is common across various industries, particularly in large publicly traded companies like Kroger.

Comparison to Industry Standards

• The use of phantom stock as a long-term incentive is a common practice among large retail and consumer goods companies, comparable to compensation structures at companies like Walmart (WMT), Target (TGT), or Costco (COST), which often include equity awards to align executive and director interests with company performance.
• The structure, where shares are distributed upon termination of service, is a typical deferred compensation mechanism designed to retain talent and ensure long-term commitment.

Related Party Transactions

• The award of phantom stock to Anne Gates, a Director of The Kroger Co., constitutes a related party transaction as it involves compensation from the company to an insider.

Stakeholder Impact

• Shareholders: The award aligns the director's interests with shareholder value, potentially encouraging long-term strategic decisions.

Next Steps

• Distribution of 2,767 phantom shares as common stock to Anne Gates upon the termination of her services as an Independent Director of The Kroger Co.

Key Dates

Keywords

Kroger, KR, SEC Form 4, Insider Trading, Phantom Stock, Long-Term Incentive Plan, Director Compensation, Equity Award, Deferred Compensation