Form 4: Kroger Director Reports Stock Disposition and Phantom Stock Acquisition

Kroger Director Elaine L. Chao reported the disposition of common stock and acquisition of phantom stock through dividend reinvestment under a Rule 10b5-1 plan.

Summary

• Director Elaine L. Chao reported transactions under a Rule 10b5-1 plan.
• On December 1, 2025, 4,083.512 shares of Kroger Co. Common Stock were disposed of.
• Also on December 1, 2025, 79.349 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 phantom stock was acquired at a price of $67.55 per share.
• Following these transactions, beneficial ownership of derivative securities (phantom stock) is 15,393.62 units.
• Phantom stock will be distributed following the termination of services as an Independent Director.

Sentiment

Score: 5

Explanation: The filing reports a director's pre-scheduled disposition of common stock and the acquisition of phantom stock through dividend reinvestment under a Rule 10b5-1 plan. These are routine transactions for deferred compensation and pre-arranged trading plans, suggesting a neutral impact on sentiment without further context on the common stock disposition.

Positives

• Acquisition of 79.349 phantom stock units through dividend reinvestment indicates continued participation in the company's deferred compensation plan.
• The phantom stock acquisition price of $67.55 per share reflects the market value at the time of acquisition.

Negatives

• Disposition of 4,083.512 shares of common stock by a director, though pre-scheduled, could be perceived negatively by some investors.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: The disposition of common stock by a director, even if pre-scheduled, might lead to questions, while the acquisition of phantom stock through dividend reinvestment shows continued alignment with company performance through a deferred compensation plan.

Next Steps

• Phantom stock units will be distributed as common shares upon termination of the reporting person's services as an Independent Director of The Kroger Co.

Key Dates

Recommendation

This Form 4 details pre-scheduled transactions by a director under a Rule 10b5-1 plan, including the disposition of common stock and the acquisition of phantom stock via dividend reinvestment. Such pre-arranged transactions are generally considered routine and do not typically signal a change in the company's fundamental outlook or the director's confidence. Therefore, this filing alone does not provide a strong basis to alter an existing investment thesis, supporting a 'hold' recommendation.

Keywords

Kroger, KR, Elaine L. Chao, Director, Insider Trading, Form 4, Common Stock, Phantom Stock, Dividend Reinvestment, Deferred Compensation, Rule 10b5-1