Form 4: Kroger Director Elaine Chao Increases Beneficial Ownership Through Phantom Stock Acquisition

Kroger Director Elaine L. Chao increased her beneficial ownership of phantom stock through a dividend reinvestment transaction, signaling continued alignment with shareholder interests.

Summary

• Elaine L. Chao, a Director of The Kroger Co. (KR), reported a transaction on June 2, 2025.
• The transaction involved the acquisition of 58.235 phantom stock units at a price of $68.21 per unit.
• These phantom shares 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 of Kroger upon distribution from the deferred compensation account.
• The shares of phantom stock will be distributed following the termination of Ms. Chao's services as an Independent Director.
• Following this reported transaction, Ms. Chao beneficially owns 12,469.579 phantom shares and 4,083.512 common shares directly.

Sentiment

Score: 7

Explanation: The acquisition of additional phantom stock by a director, even through a dividend reinvestment plan, generally signals confidence in the company's long-term prospects and aligns the director's interests with shareholders.

Positives

• Director Elaine L. Chao increased her beneficial ownership in the company, indicating continued alignment with shareholder interests.
• The acquisition was part of a dividend reinvestment plan, suggesting a systematic approach to increasing holdings rather than a discretionary purchase.

Future Outlook

The acquired phantom shares will be distributed as common shares to Elaine L. Chao following the termination of her services as an Independent Director of The Kroger Co.

Management Comments

• "Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account."
• "Represents phantom stock acquired in dividend reinvestment transactions under a deferred compensation plan of The Kroger Co."
• "Shares of phantom stock will be distributed following termination of the reporting person's services as an Independent Director of The Kroger Co."

Industry Context

This Form 4 filing details a routine insider transaction, specifically a director's acquisition of phantom stock through a dividend reinvestment plan. Such transactions are common compensation and investment mechanisms for directors in large public companies, reflecting standard corporate governance practices.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders due to increased beneficial ownership.

Next Steps

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

Key Dates

Recommendation

Keywords

Kroger, KR, SEC Form 4, Insider Transaction, Director Ownership, Phantom Stock, Dividend Reinvestment, Executive Compensation