Kohls (NYSE: KSS) CMO gains 30,813 shares; 9,925 withheld for tax

Rhea-AI Filing Summary

KOHLS Corp Chief Merchandising Officer Nicholas D. G. Jones reported compensation-related share activity. He acquired 30,813 shares of common stock on settlement of performance share units granted under the company’s long-term compensation plan. On the same date, 9,925 shares were withheld by the company to satisfy tax withholding obligations, rather than sold in the open market.

After these transactions, Jones directly owns 192,979 shares of common stock, which includes 153,711 unvested restricted stock units. The filing reflects routine equity compensation and associated tax withholding, not discretionary buying or selling of shares.

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

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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^*

Jones Nicholas D. G.

(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)
	Chief Merchandising Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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	03/19/2026		A		30,813(1)	A	$0	202,904	D
Common Stock	03/19/2026		F		9,925(2)	D	$12.03	192,979(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired in settlement of performance share units (which were not derivative securities) received under the Company's Long-Term Compensation Plan.

2. Represents shares withheld by Issuer to satisfy tax withholding obligations on shares acquired on March 19, 2026 in settlement of performance share units reflected in Footnote 1.

3. Includes 153,711 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	03/20/2026
	** 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 transaction did KOHLS Corp (KSS) report for Nicholas D. G. Jones?

KOHLS Corp reported that Chief Merchandising Officer Nicholas D. G. Jones received 30,813 common shares from performance share units. These shares were granted under the company’s long-term compensation plan as equity compensation, not purchased on the open market.

Were any KOHLS Corp (KSS) shares sold by Nicholas D. G. Jones in this Form 4?

No open-market sale occurred. Of the shares Jones received from performance share unit settlement, 9,925 were withheld by the company to cover tax obligations. This tax withholding is an administrative disposition, not a discretionary sale into the market.

How many KOHLS Corp (KSS) shares does Nicholas D. G. Jones own after this filing?

Following the reported transactions, Jones directly holds 192,979 KOHLS Corp common shares. This figure includes 153,711 unvested restricted stock units, reflecting both currently owned and unvested equity awards tied to his ongoing employment compensation.

What is the significance of the performance share units in the KOHLS Corp (KSS) Form 4?

The filing shows performance share units converting into 30,813 common shares for Jones. This demonstrates that prior performance-based awards under the long-term compensation plan have vested, delivering stock rather than cash as part of his compensation package.

At what price were KOHLS Corp (KSS) shares withheld for taxes in this Form 4?

The 9,925 shares withheld to satisfy Jones’s tax obligations were valued at $12.03 per share. This value is used for tax purposes as part of the equity award settlement, rather than representing an open-market sale transaction price.