KSS Form 144: 26.5K insider shares set for 7/22/25 NYSE sale

Rhea-AI Filing Summary

Kohl's Corp. (KSS) filed a Form 144 indicating an insider’s intent to sell 26,500 common shares on or after 22 Jul 2025 through Fidelity Brokerage Services on the NYSE. Based on the stated price, the sale is valued at $518,450, representing only 0.024 % of the company’s 112,041,679 shares outstanding, so dilution/float impact is negligible.

The shares being sold were acquired via multiple restricted-stock vesting events between 28 Feb 2023 and 15 Jul 2024 and were received as compensation rather than purchased for cash. No other sales by the filer occurred in the past three months. The signer certifies no undisclosed adverse information and, if relying on Rule 10b5-1, affirms compliance with the plan adoption date.

Positive

• Sale equals only 0.024 % of outstanding shares, implying minimal dilution or price pressure.

Negative

• Insider disposition of 26,500 shares may be perceived by some investors as a bearish signal despite limited size.

Insights

Financial Analyst

TL;DR: Small insider sale (0.024% float) worth $518K; limited market impact.

The filing signals a routine monetization of equity compensation. At 26,500 shares, the transaction is immaterial to Kohl's capital structure and unlikely to influence liquidity or price dynamics. Absence of past-three-month sales and certification of no undisclosed adverse information further indicate standard compliance activity rather than distress selling.

Corporate Governance Expert

TL;DR: Governance neutral—Rule 144 filing follows normal disclosure rules.

Rule 144 mandates notice when insiders plan open-market sales. The seller followed protocol, listing acquisition history, brokerage details, and making anti-fraud representations. Because the shares stem from vested awards, no new issuance or shareholder dilution occurs. The proposed sale’s small size relative to shares outstanding suggests negligible governance or signaling concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	26500	518450.00	112041679	07/22/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/28/2023	Restricted Stock Vesting	Issuer			4825	02/28/2023	Compensation
Common	03/13/2023	Restricted Stock Vesting	Issuer			6244	03/13/2023	Compensation
Common	03/25/2023	Restricted Stock Vesting	Issuer			637	03/25/2023	Compensation
Common	03/26/2023	Restricted Stock Vesting	Issuer			707	03/26/2023	Compensation
Common	03/27/2023	Restricted Stock Vesting	Issuer			2077	03/27/2023	Compensation
Common	03/28/2023	Restricted Stock Vesting	Issuer			591	03/28/2023	Compensation
Common	03/29/2023	Restricted Stock Vesting	Issuer			712	03/29/2023	Compensation
Common	07/15/2023	Restricted Stock Vesting	Issuer			1267	07/15/2023	Compensation
Common	09/15/2023	Restricted Stock Vesting	Issuer			7882	09/15/2023	Compensation
Common	09/20/2023	Restricted Stock Vesting	Issuer			184	09/20/2023	Compensation
Common	07/15/2024	Restricted Stock Vesting	Issuer			1374	07/15/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Kohl's (KSS) shares are proposed for sale in this Form 144?

26,500 common shares are slated for sale.

What is the aggregate market value of the shares to be sold?

The filing lists an aggregate value of $518,450.

When is the approximate sale date for the KSS shares?

The shares may be sold beginning July 22, 2025.

On which exchange will the insider sell the shares?

The sale is planned for the NYSE.

How were the shares acquired by the insider?

All shares derive from restricted-stock vesting between Feb 2023 and Jul 2024 as compensation.

What percentage of Kohl's shares outstanding does the proposed sale represent?

Approximately 0.024 % of the 112,041,679 shares outstanding.