Gates Anne 4

What Happened Anne Gates, an independent director of Kroger Co. (KR), was granted 137.555 phantom shares (a derivative award) on 2026-06-01. The filing shows an acquisition value of $61.52 per phantom share, for a total value of approximately $8,462. This was an award/grant under Kroger’s deferred compensation arrangements (transaction code A), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-01; Filing date: 2026-06-02 (timely).
• Transaction type: Grant/Award of phantom stock (derivative). Price/value: $61.52 per unit; total ≈ $8,462.
• Shares acquired: 137.555 phantom shares (fractional amounts allowed).
• Shares owned after transaction: Not disclosed in this filing.
• 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 within the deferred compensation plan.
  • F3: Phantom shares will be distributed following the director’s termination of service as an independent director.
• No indication of a 10b5-1 plan, tax withholding sale, or late filing.

Context Phantom shares are a form of deferred compensation that give the holder a right to receive company shares (or equivalent cash) in the future; they are not immediate open-market purchases and do not represent immediate voting power or share ownership until distributed. This award appears to be routine director compensation (including dividend reinvestment) rather than a signal of a personal buy or sell decision.