Aufreiter Nora A 4

What Happened
Nora A. Aufreiter, an independent director of The Kroger Co., was granted 61.021 phantom shares as an award under Kroger’s deferred compensation plan. The grant is recorded at $61.52 per share, for a notional value of approximately $3,754. This was an award/acquisition (derivative) rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-01; Form 4 filed: 2026-06-02 (timely filing).
• Transaction type/code: Award/Grant (A) of phantom stock (derivative interest).
• Quantity and valuation: 61.021 phantom shares @ $61.52 each; total value ≈ $3,754.
• Shares owned after transaction: Not specified in the provided excerpt.
• Footnotes of note:
  • 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 under Kroger’s deferred compensation plan.
  • F3: Phantom shares will be distributed following termination of the reporting person’s services as an Independent Director.
• Filing timeliness: Filed the next day after the transaction, which is timely under Form 4 rules.

Context
Phantom shares are a deferred compensation mechanism that track the value of company stock and are paid out later (here, upon termination of director service). Grants to directors are typically routine compensation and do not by themselves indicate the director’s view on the stock. Because this was a derivative award (not a market purchase), it reflects compensation practices rather than an immediate investment decision.