Form 4: Kroger Director Elaine Chao Discloses Future Phantom Stock Acquisition

Kroger Director Elaine L. Chao filed a Form 4 disclosing the future acquisition of phantom stock as part of her deferred compensation plan, effective June 30, 2025.

Summary

• Elaine L. Chao, a Director of The Kroger Co. (KR), reported a future transaction involving the acquisition of phantom stock.
• The transaction date for the acquisition of derivative securities is June 30, 2025.
• A total of 375.3754 phantom shares were acquired at a price of $69.93 per share.
• Each phantom share represents the right to receive in cash the value of one share of common stock upon distribution from a deferred compensation account.
• These phantom shares are payable in cash following the termination of Elaine L. Chao's services as an Independent Director of The Kroger Co.
• Following this reported transaction, Elaine L. Chao will beneficially own 4,887.2626 phantom shares directly.
• Additionally, Elaine L. Chao directly beneficially owns 4,083.512 shares of Common Stock.

Sentiment

Score: 5

Explanation: The document reports a routine, pre-scheduled acquisition of phantom stock as part of a director's compensation plan, which is a neutral event regarding the company's operational or financial performance.

Positives

• The inclusion of equity-linked instruments like phantom stock in director compensation aligns the director's financial interests with those of the shareholders.

Future Outlook

The phantom stock acquired is scheduled for June 30, 2025, and will be payable in cash upon the reporting person's termination of services as an Independent Director of The Kroger Co.

Industry Context

This filing is a routine insider transaction report, common for publicly traded companies, detailing changes in beneficial ownership for directors or officers as part of their compensation or investment activities.

Related Party Transactions

• The acquisition of phantom stock by a director from the company as part of a deferred compensation plan constitutes a related party transaction, typical for executive and director compensation.

Stakeholder Impact

• Shareholders: The director's compensation structure, including equity-linked instruments, helps align her interests with those of the shareholders.

Next Steps

• The phantom stock will be paid in cash upon the reporting person's termination of services as an Independent Director of The Kroger Co.

Key Dates

Keywords

Kroger, KR, Form 4, SEC filing, Director, Elaine Chao, phantom stock, deferred compensation, insider transaction, beneficial ownership