SARGENT RONALD 4

What Happened
Ronald Sargent, Chairman and Interim CEO of Kroger Co., was granted 344.133 phantom shares (a derivative award) on March 2, 2026. The filing shows an acquisition value of $69.05 per phantom share, totaling about $23,762. This was an award/acquisition under a deferred compensation arrangement rather than an open-market stock purchase.

Key Details

• Transaction date: 2026-03-02; reported on Form 4 filed 2026-03-03 (timely filing).
• Instrument: Phantom stock / derivative award (transaction code A).
• Amount: 344.133 phantom shares at $69.05 each; total value ≈ $23,762.
• Shares owned after transaction: Not disclosed in the Form 4.
• Footnotes:
  • F1 — Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
  • F2 — These phantom shares include amounts acquired via dividend reinvestment under Kroger’s deferred compensation plan.
  • F3 — Phantom stock will be distributed following termination of the reporting person’s services as an Independent Director.

Context
Phantom stock is a deferred-compensation award that tracks the value of company shares but does not represent immediate ownership; payout typically occurs upon plan distribution or termination of service. Because this is a derivative award (not a market purchase), it should not be interpreted as a near-term buy or sell signal. The filing appears timely (next-day reporting) and does not indicate any immediate sale or cashless exercise.