Sutton Mark S 4

What Happened

Mark S. Sutton, an Independent Director of Kroger Co. (KR), was granted 37.233 phantom shares on March 2, 2026. The filing lists a per-share value of $69.05, for a total value of about $2,571. This was an award/acquisition under a deferred compensation plan (a derivative phantom-stock grant), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-02; reported on Form 4 filed 2026-03-03 (timely filing).
• Instrument: Phantom stock (derivative award) — 37.233 units at $69.05 each, total ~$2,571.
• Shares owned after transaction: Not disclosed in the provided data.
• Footnotes from the filing:
  • F1: Each phantom share equals the right to receive one common share when distributed.
  • F2: These phantom shares were acquired via dividend reinvestment in the deferred compensation plan.
  • F3: Phantom shares will be distributed after the reporting person’s service as an Independent Director ends.
• Filing timeliness: Report appears timely (transaction 2026-03-02; Form 4 filed 2026-03-03).

Context

This was a derivative award (phantom stock) under Kroger’s deferred compensation arrangements. Phantom shares generally represent future rights to receive company stock (or cash equivalent) and are commonly used for director compensation; they do not reflect an immediate cash purchase or sale and should not be read as a direct market signal of the insider’s short-term sentiment.