Chao Elaine L. 4

What Happened
Elaine L. Chao, an independent director of Kroger Co. (KR), was granted 387.969 phantom shares on 2026-03-31 as an award (derivative acquisition) at a reported per-share value of $67.66, for a total reported value of $26,250. This was an award of phantom stock (deferred cash compensation), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-31; Filing date (Form 4): 2026-04-02. The filing does not indicate a late filing.
• Grant: 387.969 phantom shares valued at $67.66 each, aggregate $26,250 (transaction code A = award/other acquisition).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: (F1) Each phantom share represents the right to receive in cash the value of one common share upon distribution from the deferred compensation account. (F2) Phantom stock is payable in cash following termination of the reporting person's services as an Independent Director.
• This award is a form of director compensation (cash-settled derivative), not an immediate equity stake or market trade.

Context
Phantom share awards are deferred compensation tied to the company’s stock value and are typically settled in cash at a future distribution event (here, noted as payable after the director’s service ends). Because this is a cash-settled award rather than a purchase or sale of shares on the market, it does not directly signal buying or selling interest by the insider.