Chao Elaine L. 4

What Happened Elaine L. Chao, an Independent Director of Kroger Co. (KR), was credited with 88.021 phantom shares (reported as a derivative acquisition) on 2026-06-01 at an attributable value of $61.52 per share, totaling roughly $5,415. This was an award/acquisition under Kroger’s deferred compensation arrangements rather than an open‑market purchase.

Key Details

• Transaction date: 2026-06-01; filing date: 2026-06-02 (timely filing).
• Instrument: Derivative phantom stock (transaction code A — award/acquisition).
• Quantity and value: 88.021 phantom shares × $61.52 = approx. $5,415.
• Shares owned after transaction: Not disclosed in the provided Form 4.
• Footnotes from the filing:
  • F1: Each phantom share represents the right to receive one common share upon distribution from the deferred compensation account.
  • F2: These phantom shares were acquired via dividend reinvestment in the deferred compensation plan.
  • F3: Phantom shares will be distributed following termination of the reporting person’s service as an Independent Director.
• No indication of sales or immediate market activity; this is a grant-like, routine deferred-compensation credit.

Context Phantom shares are a form of deferred compensation that give the holder a right to receive company stock (or cash equal to its value) later — they do not represent immediate open-market ownership or an active buy/sell signal. Because distribution is tied to termination of director service per the filing, this transaction is largely administrative/compensatory rather than a directional bet on the stock.