What do the dividend-related share grants mean for KSS executive compensation?

The executive received 94 shares for performance share units and 172 shares for restricted stock units as dividend equivalents on a $0.125 per-share dividend. This aligns her compensation with shareholder dividends, increasing equity exposure when the company pays cash dividends on its common stock.

How are performance share units and restricted stock units treated in this KSS filing?

The filing shows additional shares issued as dividend equivalents on performance share units and vested restricted stock units. It also notes that 220,294 restricted stock units remain unvested, highlighting a large component of compensation that vests over time based on continued service and performance.

KOHLS Corp (KSS) HR chief reports stock awards and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

KOHLS Corp senior executive Mari Steinmetz reported equity-related transactions in company common stock tied to dividend equivalents and tax withholding, not open-market trading. She received 94 shares as additional stock for performance share units and 172 shares as dividend equivalents on vested restricted stock units. To cover related tax obligations, 31 shares and 58 shares were withheld at $12.90 per share. After these compensation and tax entries, she directly held 244,450 common shares, including 220,294 unvested restricted stock units.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Steinmetz Mari

Role Sr. EVP, Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	94	$0.00	--
Tax Withholding	Common Stock	31	$12.90	$399.90
Grant/Award	Common Stock	172	$0.00	--
Tax Withholding	Common Stock	58	$12.90	$748.20

Holdings After Transaction: Common Stock — 244,367 shares (Direct)

Footnotes (1)

Issuance of additional shares in respect of shares issued in settlement of performance share units in lieu of a $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026. Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares. Issuance of additional shares representing the dividend equivalent amount on vested restricted stock units. Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan. Includes 220,294 unvested restricted stock units.

Key Figures

Dividend-equivalent PSUs shares: 94 shares Dividend-equivalent RSUs shares: 172 shares Tax-withholding shares: 31 shares +5 more

8 metrics

Dividend-equivalent PSUs shares 94 shares Additional shares on performance share units for a $0.125 dividend payable April 1, 2026

Dividend-equivalent RSUs shares 172 shares Additional shares on vested restricted stock units as dividend equivalents

Tax-withholding shares 31 shares Shares withheld at $12.90 per share to satisfy tax obligations on additional shares

Additional tax-withholding shares 58 shares Shares withheld at $12.90 per share on RSU dividend equivalents

Shares held after transactions 244,450 shares Total direct common stock holdings following all reported entries

Unvested restricted stock units 220,294 units Unvested RSUs included within reported equity holdings

Cash dividend per share $0.125 per share Company dividend on all common stock payable on April 1, 2026

Total tax-withholding shares 89 shares Aggregate shares delivered to satisfy tax obligations on equity awards

Key Terms

performance share units, restricted stock units, dividend equivalent amount, tax withholding obligations, +1 more

5 terms

restricted stock units financial

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

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 the dividend equivalent amount on vested restricted stock units."

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares."

Long-Term Compensation Plan financial

"restricted stock unit dividend equivalent amounts under the Company's Long-Term Compensation Plan."

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:31 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^*

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)
04/01/2026

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	04/01/2026		A		94	A	⁽¹⁾	244,367	D
Common Stock	04/01/2026		F		31⁽²⁾	D	$12.9	244,336	D
Common Stock	04/01/2026		A		172	A	⁽³⁾	244,508	D
Common Stock	04/01/2026		F		58⁽⁴⁾	D	$12.9	244,450⁽⁵⁾	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. Issuance of additional shares in respect of shares issued in settlement of performance share units in lieu of a $0.125 per share dividend issued by the Company on all common stock, which was payable on April 1, 2026.

2. Represents shares used to satisfy tax withholding obligations with respect to issuance of additional shares.

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

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

5. Includes 220,294 unvested restricted stock units.

	By: Megan E. Glise, P.O.A.	04/03/2026
	** 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 insider transactions did KSS executive Mari Steinmetz report?

Mari Steinmetz reported routine equity compensation entries, not market trades. She received common shares as dividend equivalents on performance and restricted stock units, and had a portion of shares withheld to satisfy tax obligations related to those awards on April 1, 2026.

Did the KSS Form 4 show any open-market buying or selling of shares?

The filing shows no open-market purchases or sales. All entries involve share grants as dividend equivalents and shares withheld to cover tax obligations, which are standard, non-discretionary components of equity compensation rather than voluntary stock market transactions by the executive.

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

After the reported transactions, Mari Steinmetz directly held 244,450 KOHLS Corp common shares. This total includes 220,294 unvested restricted stock units, reflecting a substantial ongoing equity stake tied to long-term company performance and compensation plans.

What tax-withholding transactions were reported in the KSS Form 4?

Two tax-withholding dispositions were reported: 31 shares and 58 shares of common stock were withheld at $12.90 per share. These shares were used to satisfy tax obligations arising from the issuance and vesting of equity-based awards, not sold in the open market.