Kohl’s (KSS) director receives additional deferred stock units tied to dividend

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Floyd H. Charles reported acquisition or exercise transactions in this Form 4 filing.

Kohl's Corp director Floyd H. Charles reported routine equity compensation adjustments tied to the company’s dividend. On June 24, 2026, he received 123 and 78 additional deferred restricted stock units of common stock, both granted at $0.125 per share in lieu of a cash dividend. These new units will vest and be settled on the same schedule as the underlying deferred restricted stock units already held. Following these awards, Charles directly holds 64,503 shares of common stock, including 11,954 unvested deferred restricted stock units, reflecting ongoing participation in Kohl’s stock-based compensation and dividend-equivalent programs.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Floyd H. Charles

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	78	$0.00	--
Grant/Award	Common Stock	123	$0.00	--

Holdings After Transaction: Common Stock — 64,380 shares (Direct, null)

Footnotes (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 June 24, 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 June 24, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units. Includes 11,954 unvested deferred restricted stock units.

Key Figures

Dividend-equivalent award 1: 123 deferred restricted stock units Dividend-equivalent award 2: 78 deferred restricted stock units Dividend rate per share: $0.125 per share +3 more

6 metrics

Dividend-equivalent award 1 123 deferred restricted stock units Award in lieu of $0.125 per share dividend on June 24, 2026

Dividend-equivalent award 2 78 deferred restricted stock units Award in lieu of $0.125 per share dividend on June 24, 2026

Dividend rate per share $0.125 per share Dividend on all Kohl’s common stock payable June 24, 2026

Shares held after transaction (higher figure) 64,503 shares Common stock directly held by Floyd H. Charles after awards

Shares held after transaction (lower figure) 64,380 shares Alternate post-transaction share figure reported for one line

Unvested deferred RSUs 11,954 units Unvested deferred restricted stock units included in holdings

Key Terms

deferred restricted stock units, dividend, unvested

3 terms

deferred restricted stock units financial

"Award of additional deferred restricted stock units in lieu of $0.125 per share dividend issued by the Company"

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 on all common stock"

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.

unvested financial

"Includes 11,954 unvested deferred restricted stock units."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 05:51 PM Accepted by SEC EDGAR 06/25/2026 - 05:50 PM

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^*

Floyd H. Charles

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2026		A		78	A	⁽¹⁾	64,380	D
Common Stock	06/24/2026		A		123	A	⁽²⁾	64,503⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 June 24, 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 June 24, 2026. These units will be settled on the same schedule as the underlying deferred restricted stock units.

3. Includes 11,954 unvested deferred restricted stock units.

	By: Megan E. Glise, P.O.A.	06/25/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kohl's (KSS) director Floyd H. Charles report in this Form 4?

Floyd H. Charles reported two routine equity awards linked to Kohl’s dividend. He received additional deferred restricted stock units instead of cash, reflecting dividend equivalents that follow the same vesting schedule as his existing deferred restricted stock units.

How many Kohl's (KSS) shares or units did Floyd H. Charles acquire?

He acquired 123 and 78 additional deferred restricted stock units of Kohl’s common stock. These units were granted as stock-based equivalents to a $0.125 per share dividend, increasing his deferred equity position rather than receiving the dividend in cash.

Why did Floyd H. Charles receive additional deferred restricted stock units in Kohl's (KSS)?

The additional units were granted in lieu of a $0.125 per share cash dividend on Kohl’s common stock. This structure credits dividend-equivalent value in stock form, aligning director compensation with shareholder returns while maintaining the same vesting schedule as existing deferred awards.

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

Deferred restricted stock units are stock-based awards that represent a right to receive shares in the future, subject to vesting conditions. For Floyd H. Charles, these units also earn dividend-equivalent awards, which are added as extra units instead of paying cash dividends now.

How many Kohl's (KSS) shares does Floyd H. Charles hold after these awards?

After the dividend-equivalent awards, Floyd H. Charles directly holds 64,503 shares of Kohl’s common stock. This reported figure includes 11,954 unvested deferred restricted stock units, indicating a meaningful ongoing equity stake tied to the company’s long-term performance.

Do these Kohl's (KSS) Form 4 transactions indicate an open-market purchase or sale?

No, the transactions are coded as awards (A), not open-market trades. They represent additional deferred restricted stock units granted as dividend equivalents, rather than Floyd H. Charles buying or selling Kohl’s shares in the public market.