KOHLS Corp (KSS) CLO receives RSU grant and tax withholding share adjustment

Rhea-AI Filing Summary

KOHLS Corp senior executive Jennifer J. Kent reported compensation-related stock activity. On March 30, 2026, she received a grant of 57,377 shares of common stock as an annual award under the company’s long-term incentive program, in the form of time-vested restricted stock units that vest in three equal annual installments. On March 31, 2026, she acquired an additional 703 shares representing dividend-equivalent amounts on vested restricted stock units and, on the same date, 11,281 shares were withheld at $12.20 per share to satisfy tax obligations upon vesting. After these transactions, she directly owned 257,087 shares of common stock, including 123,831 unvested restricted stock units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kent Jennifer J.

Role Sr. EVP, CLO & Corp. Sec.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	703	$0.00	--
Tax Withholding	Common Stock	11,281	$12.20	$138K
Grant/Award	Common Stock	57,377	$0.00	--

Holdings After Transaction: Common Stock — 268,368 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. Includes 123,831 unvested restricted stock units.

Key Figures

RSU grant: 57,377 shares Dividend-equivalent shares: 703 shares Shares withheld for taxes: 11,281 shares +3 more

6 metrics

RSU grant 57,377 shares Annual award on March 30, 2026

Dividend-equivalent shares 703 shares Issued on March 31, 2026 on vested RSUs

Shares withheld for taxes 11,281 shares Tax withholding at $12.20 per share on March 31, 2026

Tax withholding price $12.20 per share Applied to 11,281 shares for tax obligations

Shares owned after transactions 257,087 shares Direct ownership following March 31, 2026 activity

Unvested RSUs included 123,831 units Unvested restricted stock units included in total holdings

Key Terms

restricted stock units, dividend equivalent amount, tax withholding obligations, Long-Term Compensation Plan, +1 more

5 terms

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."

tax withholding obligations financial

"Represents shares used to satisfy tax withholding obligations upon vesting of restricted stock units"

Long-Term Compensation Plan financial

"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).

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^*

Kent Jennifer J.

(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, CLO & Corp. Sec.

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		57,377	A	(1)	267,665	D
Common Stock	03/31/2026		A		703	A	(2)	268,368	D
Common Stock	03/31/2026		F		11,281(3)	D	$12.2	257,087(4)	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. 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. Includes 123,831 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 did KOHLS Corp (KSS) executive Jennifer J. Kent report in this Form 4?

Jennifer J. Kent reported stock-based compensation activity, including a grant of 57,377 time-vested restricted stock units and related dividend-equivalent shares, plus shares withheld to cover tax obligations upon vesting under Kohl’s long-term incentive and compensation plans.

How many KOHLS Corp (KSS) shares were granted to Jennifer J. Kent?

She received 57,377 shares of common stock as an annual award in the form of restricted stock units that vest in three equal installments over three years, reflecting long-term incentive compensation rather than an open-market stock purchase or sale.

Why were 11,281 KOHLS Corp (KSS) shares disposed of in this filing?

The 11,281 shares were withheld at $12.20 per share to satisfy tax withholding obligations triggered by the vesting of restricted stock units and related dividend equivalents, according to the filing, rather than being sold in an open-market transaction.

How many KOHLS Corp (KSS) shares does Jennifer J. Kent own after these transactions?

After the reported transactions, Jennifer J. Kent directly owned 257,087 shares of KOHLS Corp common stock, which the filing states includes 123,831 unvested restricted stock units granted under the company’s long-term compensation arrangements.

What are the vesting terms of Jennifer J. Kent’s new restricted stock units at KOHLS Corp (KSS)?

The newly granted restricted stock units vest in three equal annual installments on the first, second, and third anniversaries of the grant date, aligning her long-term compensation with multi-year service and performance at KOHLS Corp.

What is the role of dividend-equivalent shares in this KOHLS Corp (KSS) Form 4?

Dividend-equivalent shares, totaling 703, were issued to reflect dividends that would have been paid on vested restricted stock units, effectively crediting Jennifer J. Kent with additional common shares consistent with the company’s long-term incentive design.