Kohl's (KSS) HR chief gets large RSU grant, pre-planned stock sales

Rhea-AI Filing Summary

Kohl's Corp senior executive Mari Steinmetz, Sr. EVP and Chief People Officer, reported a mix of equity awards, tax withholding, and automatic share sales. She received 32,787 common shares and an additional 304 shares as part of the company’s long-term incentive and dividend-equivalent programs, all at no cost to her.

To cover tax obligations on vested restricted stock units, 3,477 shares were withheld at $12.20 per share. Separately, a total of 1,954 shares were sold in the open market at prices of $12.65 and $13.01 per share under a previously adopted Rule 10b5-1 trading plan, indicating these sales were pre-scheduled rather than discretionary.

After these transactions, Steinmetz directly holds 244,273 common shares, which the disclosure notes include 220,294 unvested restricted stock units. Overall, the filing reflects routine compensation-related activity and relatively small programmed sales compared with her remaining equity position.

Insider Trade Summary 10b5-1

Net Seller: 1,954 shares ($25,383)

Net Sell 5 txns

Insider Steinmetz Mari

Role Sr. EVP, Chief People Officer

Sold 1,954 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,847	$13.01	$24K
Grant/Award	Common Stock	304	$0.00	--
Tax Withholding	Common Stock	3,477	$12.20	$42K
Sale	Common Stock	107	$12.65	$1K
Grant/Award	Common Stock	32,787	$0.00	--

Holdings After Transaction: Common Stock — 244,273 shares (Direct)

Footnotes (1)

1. Annual award pursuant to the Company's long-term incentive program. These time-vested restricted stock units vest in three equal annual installments on the first through third anniversaries of the grant date. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan. The reported sales of an aggregate of 1,954 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025. Includes 220,294 unvested restricted stock units.

Key Figures

Open-market sale 1: 1,847 shares at $13.01 Open-market sale 2: 107 shares at $12.65 Annual RSU award: 32,787 shares at $0.00 +5 more

8 metrics

Open-market sale 1 1,847 shares at $13.01 Common Stock sale on 2026-04-01

Open-market sale 2 107 shares at $12.65 Common Stock sale on 2026-03-31

Annual RSU award 32,787 shares at $0.00 Grant under long-term incentive program on 2026-03-30

Dividend-equivalent shares 304 shares at $0.00 Issuance on vested RSUs on 2026-03-31

Shares withheld for taxes 3,477 shares at $12.20 Tax-withholding disposition on 2026-03-31

Shares held after latest sale 244,273 shares Common Stock directly owned after 2026-04-01

Unvested RSUs included 220,294 units Unvested restricted stock units included in holdings

Total shares sold 1,954 shares Aggregate open-market sales under Rule 10b5-1 plan

Key Terms

Rule 10b5-1 trading plan, restricted stock units, dividend equivalent amount, Long-Term Compensation Plan, +1 more

5 terms

Rule 10b5-1 trading plan financial

"reported sales of an aggregate of 1,954 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"These time-vested restricted stock units vest in three equal annual installments"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent amount financial

"Issuance of additional shares representing dividend equivalent amount on vested restricted stock units"

Long-Term Compensation Plan financial

"tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan"

long-term incentive program financial

"Annual award pursuant to the Company's long-term incentive program"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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).

X

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^*

Steinmetz Mari

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP, Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/30/2026		A		32,787	A	(1)	249,400	D
Common Stock	03/31/2026		A		304	A	(2)	249,704	D
Common Stock	03/31/2026		F		3,477(3)	D	$12.2	246,227	D
Common Stock	03/31/2026		S		107	D	$12.65	246,120	D(4)
Common Stock	04/01/2026		S		1,847	D	$13.01	244,273(5)	D(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Annual award pursuant to the Company's long-term incentive program. These time-vested restricted stock units vest in three equal annual installments on the first through third anniversaries of the grant date.

2. Issuance of additional shares representing dividend equivalent amount on vested restricted stock units.

3. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan.

4. The reported sales of an aggregate of 1,954 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

5. Includes 220,294 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	04/01/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transactions did KSS executive Mari Steinmetz report on this Form 4?

Mari Steinmetz reported equity grants, tax-related share withholding, and small open-market sales of Kohl's Corp common stock. The activity includes stock awards at no cost, shares withheld for taxes, and 1,954 shares sold under a pre-set Rule 10b5-1 trading plan.

How many Kohl's (KSS) shares did Mari Steinmetz sell and at what prices?

She sold an aggregate 1,954 Kohl's common shares in open-market transactions. The reported sales were 1,847 shares at $13.01 per share and 107 shares at $12.65 per share, executed automatically under a previously adopted Rule 10b5-1 trading plan.

What stock awards did Mari Steinmetz receive from Kohl's (KSS) in this filing?

Steinmetz received 32,787 common shares as an annual award under Kohl’s long-term incentive program and 304 additional shares representing dividend equivalents. These time-vested restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

Why were some Kohl's (KSS) shares withheld from Mari Steinmetz in this Form 4?

The filing shows 3,477 shares were used to satisfy tax withholding obligations. These shares relate to the vesting of restricted stock units and dividend equivalent amounts under Kohl’s Long-Term Compensation Plan, and are recorded as a tax-withholding disposition, not an open-market sale.

How many Kohl's (KSS) shares does Mari Steinmetz hold after these transactions?

Following the reported transactions, Steinmetz directly holds 244,273 Kohl's common shares. The disclosure specifies that this figure includes 220,294 unvested restricted stock units, reflecting both currently owned shares and equity awards that will vest over time if conditions are met.

Were Mari Steinmetz’s Kohl's (KSS) stock sales discretionary or pre-planned?

The Form 4 states the 1,954 shares sold occurred automatically under a previously disclosed Rule 10b5-1 trading plan adopted on November 26, 2025. Such plans pre-schedule trades, indicating these sales followed a preset arrangement rather than day-to-day trading decisions.