Form 4: Kroger Director Anne Gates Boosts Phantom Stock Holdings

Kroger Director Anne Gates acquired additional phantom stock through dividend reinvestment, increasing her beneficial ownership.

Summary

• Anne Gates, a Director at The Kroger Co., reported changes in her beneficial ownership.
• On March 2, 2026, she acquired 121.937 phantom stock units through dividend reinvestment 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 these phantom shares was $69.05 per share.
• Following this transaction, Anne Gates beneficially owns a total of 24,178.324 phantom shares.
• She also directly owns 31,025 shares of Common Stock.
• These phantom shares will be distributed following the termination of her services as an Independent Director.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting a routine compensation mechanism and continued director alignment, without indicating any significant operational or financial shifts.

Positives

• Director Anne Gates increased her holdings of phantom stock through dividend reinvestment, indicating continued alignment with shareholder interests.
• The acquisition was part of a deferred compensation plan, a common mechanism for long-term executive incentives.

Future Outlook

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

Industry Context

StockSavvy.ai notes that dividend reinvestment plans for executive compensation are a standard practice in the retail grocery sector, aligning executive incentives with long-term company performance and shareholder returns. This type of transaction is common among directors of established companies like Kroger.

Comparison to Industry Standards

• This transaction is consistent with common executive compensation practices seen in large-cap retail companies such as Walmart (WMT) or Target (TGT), where deferred compensation and equity-based incentives are used to retain and align directors with long-term shareholder value.
• The specific value of phantom stock acquired is a small fraction of total holdings, typical for routine dividend reinvestment.

Stakeholder Impact

• Shareholders: Indicates continued alignment of a director's interests with the company's long-term performance through equity holdings.

Next Steps

• Distribution of phantom stock shares to Anne Gates upon termination of her services as an Independent Director.

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction (dividend reinvestment into phantom stock) by a director. It does not contain any information that would fundamentally alter the investment thesis for Kroger. Such transactions are standard compensation practices and do not signal significant operational changes or new strategic directions that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

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