Form 4: Kroger Director Anne Gates Reports Acquisition of Phantom Stock Through Dividend Reinvestment

Kroger Co. Director Anne Gates reported the acquisition of 98.279 phantom stock units through a dividend reinvestment plan, increasing her total beneficial ownership of derivative securities.

Summary

• Kroger Co. Director Anne Gates filed a Form 4 with the SEC, reporting changes in her beneficial ownership of company securities.
• On June 2, 2025, Ms. Gates acquired 98.279 phantom stock units at a price of $68.21 per unit.
• These phantom stock units 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 shares of phantom stock will be distributed following the termination of Ms. Gates' services as an Independent Director of The Kroger Co.
• Following this reported transaction, Ms. Gates beneficially owns a total of 21,043.972 phantom stock units and directly owns 31,025 common shares.

Sentiment

Score: 7

Explanation: The filing is a routine insider transaction report, indicating a director's continued participation in the company's equity compensation plan, which is generally a neutral to slightly positive signal as it aligns interests. There are no negative implications or unexpected events reported.

Positives

• The acquisition of phantom stock through dividend reinvestment indicates a director's continued participation in the company's equity compensation plans.
• The deferred compensation plan aligns the director's long-term interests with shareholder value, as distribution occurs upon termination of service.

Future Outlook

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

Industry Context

This filing is a routine insider transaction report for a director of a major grocery retailer. Such transactions are common for executive and director compensation plans, often involving deferred equity or dividend reinvestment, aligning leadership incentives with long-term company performance.

Comparison to Industry Standards

• The use of phantom stock and deferred compensation plans is a standard practice in corporate governance across various industries, including retail, to align the interests of directors and executives with long-term shareholder value.
• Major competitors and peers in the retail sector, such as Walmart (WMT), Target (TGT), and Albertsons (ACI), commonly utilize similar equity-based compensation structures for their leadership to foster long-term commitment and performance.

Stakeholder Impact

• Shareholders: The transaction reflects a director's continued equity interest in the company, aligning their incentives with long-term shareholder value and corporate performance.

Next Steps

• Distribution of phantom stock units to Anne Gates upon termination of her services as an Independent Director of The Kroger Co.

Key Dates

Recommendation

Keywords

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