Form 4: Kroger Director Elaine Chao Acquires Phantom Stock

Kroger Co. Director Elaine L. Chao reported the acquisition of 407.0083 phantom stock units as part of her deferred compensation plan.

Summary

• Elaine L. Chao, a Director of The Kroger Co., reported an acquisition of phantom stock.
• She acquired 407.0083 phantom stock units on December 31, 2025.
• Each phantom share represents the right to receive the cash value of one share of common stock upon distribution from a deferred compensation account.
• The phantom shares are payable in cash following the termination of her services as an Independent Director.
• The acquisition price for these phantom shares was $64.495 per unit.
• Following this transaction, Ms. Chao beneficially owns a total of 5,672.622 phantom stock units.
• She also directly owns 4,083.512 shares of common stock.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by a director, as part of a deferred compensation plan, generally indicates a standard remuneration practice that aligns the director's financial interests with the long-term performance of the company's stock. This is a neutral to slightly positive event.

Positives

• The acquisition of phantom stock aligns the director's financial interests with those of shareholders, as the value is tied to the company's common stock performance.
• The transaction is part of a deferred compensation plan, indicating a structured and common approach to director remuneration.

Negatives

• There is no immediate cash inflow for the director, as the phantom shares are payable upon termination of service.

Risks

• The future value of the phantom stock units is subject to the performance of Kroger's common stock.

Future Outlook

This filing reports a specific insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance.

Industry Context

This is a routine insider transaction for a director's compensation, which is a common practice across publicly traded companies. Independent directors frequently receive equity-based or equity-linked compensation to align their interests with long-term shareholder value.

Comparison to Industry Standards

• Director compensation often includes equity or equity-linked instruments like phantom stock to align interests with shareholders, which is a standard practice in corporate governance.
• Deferred compensation plans for directors are also common, allowing for tax-efficient remuneration and retention of experienced board members.

Corporate Governance

Stakeholder Impact

• Shareholders: The director's interests are further aligned with shareholder value through equity-linked compensation.
• Director: Receives compensation in a deferred, equity-linked form, which is a standard component of director remuneration.

Next Steps

• The phantom shares will be paid out in cash following the termination of Elaine L. Chao's services as an Independent Director of The Kroger Co.

Key Dates

Keywords

Kroger, KR, Elaine Chao, Director, Phantom Stock, Deferred Compensation, Insider Transaction, SEC Form 4