Gates Anne 4

What Happened
Anne Gates, an Independent Director of The Kroger Co. (KR), received an award of 3,660 phantom shares (derivative award) on July 15, 2026. The award was reported as acquired at $0.00 per share (derivative units); there is no immediate cash purchase or sale value. These phantom shares represent the right to receive one common share each upon distribution from her deferred compensation account.

Key Details

• Transaction date: 2026-07-15; Form 4 filed: 2026-07-16 (timely filing).
• Transaction type/code: Award/Grant (A) of 3,660 phantom shares at $0.00 per share.
• Reported value: $0 (derivative grant; no cash exchanged at grant).
• Shares owned after transaction: Not disclosed in the filing.
• Relevant footnotes from the filing:
  • F1: Each phantom share equals the right to receive one common share upon distribution from the deferred compensation account.
  • F2: Award made under Kroger’s long-term incentive plan.
  • F3: Phantom shares will be distributed following termination of Gates’ service as an Independent Director.
• No indication of a 10b5-1 plan, sale, gift, or tax-withholding event in this filing.

Context
Phantom share awards are a form of deferred compensation for directors and do not involve immediate share issuance or open-market purchases/sales. Distribution typically occurs later (here, upon termination of director service), so this award is procedural compensation rather than a direct buy or sell signal. For retail investors, such director awards are common and generally neutral with respect to near-term market sentiment.