Kohl's Corp (KSS) director granted 252 restricted shares in lieu of dividend

Rhea-AI Filing Summary

Kohl's Corp director reports dividend-equivalent restricted stock grant

A director of Kohl's Corp received an award of 252 shares of common stock on December 24, 2025. The award is described as additional restricted stock granted in lieu of a $0.125 per share cash dividend paid by the company on all common stock on that date, and these new shares vest on the same schedule as the director’s existing restricted stock.

After this transaction, the director beneficially owns 107,325 Kohl's shares, including 43,763 unvested restricted shares, all held directly. This filing reflects equity-based compensation rather than an open-market purchase or sale.

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).

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^*

SCHLIFSKE JOHN E.

(Last) (First) (Middle)

N56 W17000 RIDGEWOOD DRIVE

(Street)

MENOMONEE FALLS WI 53051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KOHLS Corp [ KSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/24/2025		A		252	A	(1)	107,325(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award of additional restricted stock in lieu of $0.125 per share dividend issued by the Company on all common stock, which was payable on December 24, 2025. These shares vest on the same schedule as the underlying shares of restricted stock.

2. Includes 43,763 unvested shares of restricted stock.

	By Megan E. Glise, P.O.A.	12/29/2025
	** 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.

FAQ

What insider transaction did Kohl's Corp (KSS) report in this Form 4?

The Form 4 reports that a Kohl's Corp director received 252 shares of common stock as additional restricted stock on December 24, 2025, issued in lieu of a $0.125 per share dividend.

Was the Kohl's Corp (KSS) director buying or selling shares on the open market?

No open-market trade is reported. The filing shows an award of 252 restricted shares as stock-based compensation in place of a cash dividend, not a market purchase or sale.

How many Kohl's Corp (KSS) shares does the reporting director now beneficially own?

Following the reported transaction, the director beneficially owns 107,325 shares of Kohl's common stock, held directly. This total includes 43,763 unvested restricted shares.

Why did the Kohl's Corp (KSS) director receive 252 restricted shares instead of a cash dividend?

The explanation states the grant is an award of additional restricted stock in lieu of the $0.125 per share dividend the company paid on its common stock on December 24, 2025.

When do the new restricted shares granted to the Kohl's Corp (KSS) director vest?

The filing notes that the 252 additional restricted shares will vest on the same schedule as the underlying existing shares of restricted stock held by the director.

What is the reporting person's relationship to Kohl's Corp (KSS)?

The individual filing this Form 4 is identified as a director of Kohl's Corp and the form is filed by one reporting person.