Were Mari Steinmetz’s Kohl's Corp (KSS) share sales under a Rule 10b5-1 plan?

Yes. The Form 4 states the 53-share sale occurred automatically under a previously disclosed Rule 10b5-1 trading plan adopted by Mari Steinmetz. Such pre-arranged plans automate trading and can reduce the significance of trade timing as a discretionary signal.

What new shares did Mari Steinmetz receive from Kohl's Corp (KSS) RSU-related activity?

Mari Steinmetz acquired 107 additional common shares classified as a grant or award. A footnote explains these represent the dividend equivalent amount credited on vested restricted stock units, reflecting the company’s long-term compensation and dividend-equivalent features.

Kohl's Corp (KSS) officer files Form 4 for small 53-share stock sale

Q: What portion of Mari Steinmetz’s Kohl's Corp (KSS) Form 4 activity relates to tax withholding?

The Form 4 shows 189 shares were used to satisfy tax withholding obligations upon vesting of restricted stock units and related dividend equivalents. This F-code transaction is a non-market disposition mechanism, distinct from discretionary buying or selling in the open market.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kohl's Corp Senior EVP and Chief People Officer Mari Steinmetz reported several equity compensation-related stock movements. She received 107 common shares as dividend-equivalent credits on vested restricted stock units and had 189 shares withheld to cover tax obligations. She also completed an open-market sale of 53 shares at $17.17 per share under a previously adopted Rule 10b5-1 trading plan. After these transactions she directly holds 243,119 common shares, and this total includes 217,862 unvested restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 53 shares ($910)

Net Sell 3 txns

Insider Steinmetz Mari

Role Sr. EVP, Chief People Officer

Sold 53 shs ($910.01)

Type	Security	Shares	Price	Value
Sale	Common Stock	53	$17.17	$910.01
Grant/Award	Common Stock	107	--	--
Tax Withholding	Common Stock	189	$16.43	$3K

Holdings After Transaction: Common Stock — 243,119 shares (Direct)

Footnotes (1)

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 units and corresponding dividend equivalent amounts under the Company's Long-Term Compensation Plan. Includes 217,862 unvested restricted stock units. The reported sale of an aggregate of 53 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

Key Figures

Shares sold: 53 shares Sale price: $17.17 per share Tax withholding shares: 189 shares +3 more

6 metrics

Shares sold 53 shares Open-market sale of common stock on 2026-07-16

Sale price $17.17 per share Price received for 53-share open-market sale on 2026-07-16

Tax withholding shares 189 shares Shares used to satisfy tax withholding upon RSU vesting on 2026-07-15

Dividend-equivalent shares awarded 107 shares Issuance of additional shares as dividend equivalents on vested RSUs on 2026-07-15

Shares held after transactions 243,119 shares Direct common stock holdings following the reported transactions

Unvested RSUs 217,862 units Unvested restricted stock units included within reported holdings

Key Terms

Rule 10b5-1 trading plan, restricted stock units, dividend equivalent amount, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"Includes 217,862 unvested 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

"shares representing the dividend equivalent amount on vested restricted stock units"

tax withholding obligations financial

"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."

A long-term compensation plan is a pay program that rewards executives and employees based on performance or continued service over multiple years, often using stock awards, options or multi-year bonuses. It matters to investors because it shapes managers’ incentives, affects potential share dilution and company costs, and signals whether leadership is encouraged to focus on sustainable growth rather than short-term results — like planting an orchard that pays off only after several seasons.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/16/2026 - 05:17 PM Accepted by SEC EDGAR 07/16/2026 - 05:16 PM

FAQ

What insider stock transactions did Kohl's Corp (KSS) report for Mari Steinmetz?

Mari Steinmetz, Senior EVP and Chief People Officer at Kohl's Corp, reported small equity compensation-related transactions, including an open-market sale, issuance of dividend-equivalent shares on vested RSUs, and shares withheld for taxes, while retaining a large direct holding and substantial unvested RSUs.

How many Kohl's Corp (KSS) shares did Mari Steinmetz sell and at what price?

Mari Steinmetz sold 53 Kohl's Corp common shares in an open-market transaction at $17.17 per share. This sale was relatively small compared with her overall stake and occurred alongside separate RSU vesting and tax-withholding activity reported in the same Form 4.

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

Following the reported transactions, Mari Steinmetz directly holds 243,119 Kohl's Corp common shares. This reported total includes 217,862 unvested restricted stock units, reflecting a substantial ongoing equity-based stake in the company beyond the small open-market sale disclosed.

What portion of Mari Steinmetz’s Kohl's Corp (KSS) Form 4 activity relates to tax withholding?

The Form 4 shows 189 shares were used to satisfy tax withholding obligations upon vesting of restricted stock units and related dividend equivalents. This F-code transaction is a non-market disposition mechanism, distinct from discretionary buying or selling in the open market.

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)
07/15/2026

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	07/15/2026		A		107	A	⁽¹⁾	243,361	D
Common Stock	07/15/2026		F		189⁽²⁾	D	$16.43	243,172	D
Common Stock	07/16/2026		S		53	D	$17.17	243,119⁽³⁾	D⁽⁴⁾

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 representing the dividend equivalent amount on vested restricted stock units.

2. 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.

3. Includes 217,862 unvested restricted stock units.

4. The reported sale of an aggregate of 53 shares occurred automatically pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2025.

	By: Megan E. Glise, P.O.A.	07/16/2026
	** 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