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Kohl's (KSS) director Wendy Arlin receives additional deferred stock units

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arlin Wendy C. reported acquisition or exercise transactions in this Form 4 filing.

Kohl's Corp director Wendy C. Arlin received additional equity awards tied to existing deferred restricted stock units, not open-market purchases. On April 1, 2026, she was granted 246 and 62 common-share-equivalent deferred restricted stock units as dividend equivalents based on a $0.125 per share dividend.

These new units vest and will be settled on the same schedule as the underlying deferred restricted stock units. After these awards, Arlin directly holds 38,198 common shares and equivalents, including 25,616 unvested deferred restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Arlin Wendy C.
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 246 $0.00 --
Grant/Award Common Stock 62 $0.00 --
Holdings After Transaction: Common Stock — 38,136 shares (Direct)
Footnotes (1)
  1. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units. Includes 25,616 unvested deferred restricted stock units.
Deferred RSUs granted (lot 1) 246 units Award of additional deferred restricted stock units on April 1, 2026
Deferred RSUs granted (lot 2) 62 units Second award of additional deferred restricted stock units on April 1, 2026
Dividend amount per share $0.125 per share Dividend paid on all Kohl's common stock payable on April 1, 2026
Total holdings after awards 38,198 shares Common stock and equivalents directly held following April 1, 2026 transactions
Unvested deferred RSUs 25,616 units Unvested deferred restricted stock units included in post-transaction holdings
deferred restricted stock units financial
"Includes 25,616 unvested deferred restricted stock units."
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend financial
"in lieu of $0.125 per share dividend issued by the Company"
A dividend is a payment that a company gives to its shareholders, usually from its profits. It’s like a bonus or reward for owning the company's stock, and it can provide a steady income stream for investors. Companies pay dividends to share their success with the people who own their stock.
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Arlin Wendy C.
(Last)(First)(Middle)
N56 W17000 RIDGEWOOD DRIVE
(Street)
MENOMONEE FALLS WISCONSIN 53051
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A246A(1)38,136D
Common Stock04/01/2026A62A(2)38,198(3)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. These units vest and will be settled on the same schedule as the underlying deferred restricted stock units.
2. Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units.
3. Includes 25,616 unvested deferred restricted stock units.
By: Megan E. Glise, P.O.A.04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Kohl's (KSS) director Wendy C. Arlin report?

Wendy C. Arlin reported receiving additional deferred restricted stock units, not buying shares in the market. The awards were granted as dividend equivalents on existing units and are settled and vested on the same schedule as the underlying deferred restricted stock units.

How many Kohl's (KSS) deferred restricted stock units did Wendy Arlin receive?

She received 246 and 62 additional deferred restricted stock units of Kohl's common stock. These units were granted in lieu of a $0.125 per share dividend and mirror the vesting and settlement schedule of the related underlying deferred restricted stock units previously awarded to her.

Why did Kohl's (KSS) grant Wendy Arlin additional deferred restricted stock units?

The additional units were awarded in lieu of a $0.125 per share cash dividend paid on April 1, 2026. Instead of receiving cash, Wendy Arlin received equivalent deferred restricted stock units that follow the same vesting and settlement terms as her existing deferred restricted stock units.

What are deferred restricted stock units in the Kohl's (KSS) Form 4 filing?

Deferred restricted stock units are equity awards that track the value of Kohl's common stock and generally settle in shares at a future date. In this case, the new units vest and settle on the same schedule as the underlying deferred restricted stock units previously granted to the director.

How many Kohl's (KSS) shares and units does Wendy Arlin hold after these awards?

After these awards, Wendy Arlin directly holds 38,198 Kohl's common shares and equivalents. This total includes 25,616 unvested deferred restricted stock units, reflecting equity compensation that will vest over time according to the company’s existing award schedules.

Were these Kohl's (KSS) insider awards open-market share purchases?

No, these were not open-market purchases. The Form 4 shows transaction code “A” for grant or award, and the price per share is zero. The units were granted as dividend equivalents tied to a $0.125 per share dividend on existing deferred restricted stock units.