Form 4: Kroger Director Elaine Chao Boosts Phantom Stock Holdings

Kroger Director Elaine Chao acquired additional phantom stock through dividend reinvestment, increasing her beneficial ownership.

Summary

• Elaine L. Chao, a Director of The Kroger Co. (KR), acquired 77.692 phantom stock units on September 2, 2025.
• These phantom stock units were acquired 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 the phantom stock was $68.64 per unit.
• Following this transaction, Ms. Chao beneficially owns 15,314.271 phantom stock units directly.
• She also directly owns 4,083.512 shares of Common Stock.
• The phantom stock will be distributed as common shares following the termination of her services as an Independent Director.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, especially through dividend reinvestment, is generally viewed positively as it indicates continued commitment and alignment with shareholder interests. It's a routine compensation event rather than a significant market-moving transaction.

Positives

• Director Elaine Chao increased her beneficial ownership in Kroger through the acquisition of phantom stock.
• The acquisition was part of a dividend reinvestment plan, indicating continued participation in the company's long-term compensation structure.
• The deferred compensation plan aligns the director's interests with long-term shareholder value.

Risks

• Phantom stock units are not immediately convertible to common shares and are subject to distribution upon termination of service.
• The value of the phantom stock is tied to the future performance of Kroger's common stock.

Future Outlook

The phantom stock units will be distributed as common shares upon the termination of Elaine Chao's services as an Independent Director of The Kroger Co.

Industry Context

This insider transaction report is specific to the individual director and the company's compensation plan, indicating a director's continued investment in the company rather than reflecting broader industry trends.

Corporate Governance

Related Party Transactions

• Acquisition of phantom stock by Director Elaine Chao under The Kroger Co.'s deferred compensation plan.

Stakeholder Impact

• Shareholders: Positive signal of director's continued investment and alignment with long-term company performance.

Next Steps

• Distribution of phantom stock as common shares upon termination of Elaine Chao's services as an Independent Director.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock by a director through a deferred compensation plan. While it signals continued alignment of interests, it does not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. It's a minor, expected event.

Keywords

Kroger, KR, Elaine Chao, Director, Insider Trading, Form 4, Phantom Stock, Dividend Reinvestment, Beneficial Ownership, Deferred Compensation