Form 4: Kroger Director Boosts Stake with Phantom Stock

Kroger Director Mark S. Sutton acquired additional phantom stock through dividend reinvestment, increasing his beneficial ownership.

Summary

• Mark S. Sutton, a Director of The Kroger Co. (KR), reported changes in his beneficial ownership.
• He acquired 37.864 phantom stock units on December 1, 2025, through dividend reinvestment under a deferred compensation plan.
• Each phantom share represents the right to receive one common share upon distribution after his service as an Independent Director terminates.
• The acquisition price for the phantom stock was $67.55 per share.
• Following this transaction, Sutton beneficially owns 7,345.609 derivative securities (phantom stock) and 42,344 shares of common stock directly.

Sentiment

Score: 7

Explanation: The acquisition of additional phantom stock by a director, even through dividend reinvestment, generally indicates a positive sentiment and continued alignment of interests with shareholders, suggesting confidence in the company's long-term prospects.

Positives

• A Director increasing their stake, even through a deferred compensation plan, can signal confidence in the company's future performance.
• The acquisition of phantom stock via dividend reinvestment demonstrates a long-term commitment to the company.

Future Outlook

The phantom stock units will be distributed as common shares following the termination of Mark S. Sutton's services as an Independent Director of The Kroger Co.

Industry Context

This filing reflects a routine insider transaction for a director of a major U.S. grocery retailer. Such transactions are common for executives and directors participating in company compensation plans, including deferred compensation and dividend reinvestment.

Comparison to Industry Standards

• This is a standard Form 4 filing reporting an insider transaction. The acquisition of phantom stock through dividend reinvestment is a common practice in executive compensation and deferred plans across various industries, including retail. No specific comparable companies or projects are detailed in this filing to allow for a direct comparison of results.

Related Party Transactions

• The acquisition of phantom stock through a deferred compensation plan is a transaction between the reporting person and the issuer, which is a form of related party transaction within the scope of executive compensation.

Stakeholder Impact

• Shareholders: The director's increased beneficial ownership aligns his interests more closely with those of other shareholders, potentially signaling confidence in the company's future.

Next Steps

• Distribution of phantom stock as common shares upon termination of the reporting person's service as an Independent Director.

Key Dates

Keywords

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