Form 4: Kroger Director Mark Sutton Increases Stake Through Phantom Stock Acquisition

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

Summary

• Mark S. Sutton, a Director of The Kroger Co. (KR), reported an acquisition of phantom stock.
• The transaction occurred on June 2, 2025, and involved the acquisition of 33.955 phantom shares.
• These phantom shares were acquired at a price of $68.21 per share.
• The acquisition was part of dividend reinvestment transactions under a deferred compensation plan of The Kroger Co.
• Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
• Following this transaction, Mr. Sutton beneficially owns 7,270.671 phantom shares and 39,577 shares of Common Stock.
• The phantom shares will be distributed as common shares following the termination of Mr. Sutton's services as an Independent Director.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock through dividend reinvestment by a director is a positive sign of continued alignment with shareholder interests and participation in the company's long-term compensation plans. It is a routine insider transaction, not indicative of significant new developments.

Positives

• Director Mark S. Sutton increased his beneficial ownership in The Kroger Co. through the acquisition of additional phantom stock.
• The acquisition was part of a dividend reinvestment plan, indicating a long-term commitment and participation in the company's deferred compensation scheme, aligning director interests with shareholder value.

Future Outlook

Phantom shares acquired by the director will be distributed as common shares upon the termination of his services as an Independent Director of The Kroger Co.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for public company directors and officers. Such transactions, particularly those involving deferred compensation or dividend reinvestment, are common mechanisms for aligning management interests with shareholder value over the long term within the retail and grocery industry.

Related Party Transactions

• Acquisition of phantom stock by Director Mark S. Sutton from The Kroger Co. as part of a deferred compensation plan, which is a standard related-party transaction for executive compensation.

Stakeholder Impact

• Shareholders: The transaction indicates continued alignment of a director's interests with the company's performance, as phantom shares convert to common stock.

Next Steps

• Distribution of phantom shares as common stock to Mark S. Sutton upon the termination of his services as an Independent Director of The Kroger Co.

Key Dates

Recommendation

Keywords

Kroger, KR, Form 4, Insider Transaction, Director, Stock Acquisition, Phantom Stock, Deferred Compensation, Dividend Reinvestment